MASTER SERVICES AGREEMENT TERMS AND CONDITIONS

1. STRUCTURE

1.1 Terms

This Agreement consists of:

• (a) Contract Details;
• (b) These StackCX Master Services Terms; and
• (c) each SOW;

and sets out the terms and conditions that govern the Supplier’s provision of the Services (collectively the “Agreement”).

1.2 Inconsistency

If there is an inconsistency between the parts of this Agreement, then the Agreement shall be interpreted in the order of the parts listed above, with earlier parts prevailing over language inconsistencies in the later parts.

2. SOWs

2.1 SOWs

• (a) During the Agreement Term, Customer and the Supplier may agree to enter into one or more SOWs.
• (b) Each SOW is deemed to be incorporated into this Agreement, is made subject to the terms and conditions of this Agreement and shall bind the parties from the date of execution.

3. TERM

3.1 Term of this Agreement

This Agreement begins on the Commencement Date and continues until the later of:

• (a) the expiry of the Initial Term;
• (b) the expiry of any Renewal Term; and
• (c) termination or expiration of all SOWs,

unless terminated earlier in accordance with this Agreement (“Agreement Term”).

3.2 Term of SOWs

Each SOW commences on the SOW Commencement Date and continues until expiry of the SOW Term unless terminated earlier in accordance with this Agreement or the terms of the SOW.

3.3 Renewal Term

This Agreement will automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either party provides notice to the other party of its intention to not renew this Agreement not less than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term, as the case may be.

4. SUPPLY OF SERVICES

4.1 Supplier to provide the Services during the SOW Term

The Supplier will provide the Services and Deliverables (as applicable) on the terms set out in this Agreement and each SOW. The precise details of the Services, including a description of the Deliverables (if any) and other obligations, will be set out in each SOW.

4.2 Provision of Subscription Services

Where Subscription Services are specified in a SOW, Supplier will make the Subscription Services available to the Customer and/or the Authorised Users within the Territory during the SOW Term on the terms set out in this Agreement and the SOW. The Customer and its Authorised Users’ rights to access the Subscription Services remain subject to the acceptance of Supplier’s standard form, ‘click to accept’ terms of use (including by extension, but without limitation, the Supplier’s Fair Use Policy and AI Acceptable Use Policy), which forms a binding agreement between the Supplier and the Customer, and the Supplier and each of the Authorised Users.

4.3 Provision of API Services

Supplier may make certain aspects of the Subscription Services available via the Approved Third-Party Applications run by Customer or Authorized Users, using the APls. APIs provided in connection with the Services may only be used for the purposes of consuming the Services for the intended commercial purpose and are subject to agreed usage limitations, including the Stack CX Fair Use Policy. For the avoidance of doubt Supplier may, in its absolute discretion, approve, approve subject to conditions, suspend, revoke or terminate access to the APls to protect its legitimate commercial interests at any time. Nothing in this agreement shall imply that Supplier is obligated to provide, develop, or assist any third party to develop, integrations to the Subscription Services.

4.4 Customer’s responsibilities

The Customer will:

• (a) render reasonable assistance to the Supplier to increase sale, adoption and penetration of the Services, including by regularly providing a list of all dealers and key contacts within the Customer’s dealer network; and
• (b) provide the Supplier with access to the Customer’s premises and/or technology environment as reasonably required for the purpose of allowing the Supplier to perform its obligations under this Agreement and any SOW;
• (c) Customer may specify any applicable Safety Requirements to Supplier and its representatives prior to or whilst attending onsite, and Supplier and its representatives shall comply with all reasonable and proper directions of Customer whilst onsite;
• (d) nominate a single point of contact who possesses the necessary skills, experience and seniority to make decisions on behalf of Customer, and who is ready, willing and able to take all reasonable steps to ensure successful implementation of the Services; and
• (e) perform any other responsibilities as specified in each SOW.

4.5 Mutual obligations

Each party agrees:

• (a) (to act in good faith) to fulfil its obligations and conducts its involvement relating to the work anticipated in this Agreement and in each SOW in good faith;
• (b) (non-solicitation) that for the Term of the Agreement and for a period of 12 months thereafter, a party (Party A) will not directly or indirectly solicit for employment, or employ or otherwise retain the services of, nor attempt to do so by any means, any person who is an employee of the other party (Party B) or who has been in the employ of Party B within six months of the end of the Term of the Agreement, unless Party B has given prior written consent to Party A;
• (c) (non-disparagement) that they will not make any disparaging comments to any third party, whether publicly or privately, which have the effect of damaging the reputation or character of the other party, or any of its respective representatives.

4.6 Technical support

The Supplier or its nominee will provide technical support to the Customer and/or the Authorised Users at the times and on the terms outlined in the applicable SOW, excluding territorial public holidays. Technical support will be rendered in English language.

5. SUBCONTRACTING

5.1 Use of subcontractors

The Supplier may subcontract, or otherwise arrange, wholly or partially, for its obligations under this Agreement to be performed by any other person without the prior written consent of Customer.

5.2 Responsibility for subcontractors

• (a) The Supplier must ensure that each subcontractor:
  • (i) has the skills, resources and experience to carry out the work sub-contracted to it; and
  • (ii) complies, to the extent and where applicable, with all relevant terms of this Agreement.
• (b) The Supplier is responsible for all acts and omissions of its subcontractors as if they were those of the Supplier. Supplier remains liable to Customer for all of its obligations under this Agreement and all acts, defaults and negligence of any subcontractor as if they were the acts, defaults or negligence of the Supplier.

6. VARIATION

6.1 Out of scope work

The Supplier is not required to carry out or deliver any Service or Deliverable outside the scope of this Agreement, unless and until a variation agreement has been executed by the parties in accordance with this clause 6 (Variation).

6.2 Change request

Either the Supplier or Customer may request a change to:

• (a) the scope or description of any of the Services or Deliverables;
• (b) any of the Specifications; or
• (c) any other term of this Agreement or a SOW,

(each a “Change”) by issuing a notice in writing to the other party. The written notice must set out a full description and specification of the proposed Change with sufficient detail to allow the other party to respond.

6.3 Change Proposal

If a Change is requested under clause 6.2 then the recipient of the request shall submit a change proposal to the requesting party within a reasonable time which complies with clause 0 (Requirements for Change Proposal) (each a “Change Proposal”).

6.4 Assistance from Customer

Where the Supplier requires information from Customer to properly prepare a Change Proposal, Customer will provide all such information reasonably requested within a reasonable period of the request.

6.5 Requirements for Change Proposal

Each Change Proposal must:

• (a) set out a full description of the Change and include detailed specification requirements; and
• (b) specify the proposed timeframe for delivery of the Change;
• (c) where applicable, specify all changes to the Fees and any other changes to terms and conditions which the Supplier reasonably requires in order to perform the Change.

6.6 Acceptance or rejection of a Change Proposal

The recipient of a Change Proposal may accept or reject the same at any time within 20 Business Days of receiving the Change Proposal. Where the recipient accepts a Change Proposal, the parties will execute a change notice on those terms (a “Change Notice”) and this Agreement will be varied accordingly, with effect from the date of execution of the Change Notice. If no acceptance or rejection is received within 20 Business Days of receiving the Change Proposal, the Change Proposal is deemed rejected.

7. WARRANTIES

7.1 Performance warranties

Except to the extent otherwise stated in these terms or a SOW, the Supplier warrants that:

• (a) the Services operate in a manner consistent with the Specifications (if any);
• (b) it will maintain the capacity and continue to provide the Services to meet or exceed the Service Levels throughout the SOW Term;
• (c) it will retain sufficient appropriately qualified personnel in order to perform the Services with due care and skill and in accordance with good industry practice; and
• (d) at the time of entering into the Agreement, it has all necessary licences, approvals, permits and consents to perform the Services.

7.2 Acknowledgements about third party agreements

Customer acknowledges that the Subscription Services are provided on an ‘as-is’ and ‘as available’ basis. The Supplier does not warrant that the use of the Subscription Services will be uninterrupted, timely or error-free. Customer further acknowledges and agrees that certain Services and/or certain functionalities within the Services may be reliant on (i) the availability of data from third party suppliers (the Third Party Data); (ii) single or bi-directional integration with third party systems and processes (Integrations) and/or (iii) ongoing consent of data subjects to the use of their personally identifiable information in the manner contemplated by the Services (Privacy Consents) (collectively Third Party Agreements). Supplier does not warrant that access to Third Party Data, Integrations and/or Privacy Consents will be continuous or error free. If any Third Party Agreement(s) are varied, or are terminated, for any reason during the Term, Supplier may unilaterally elect to do one or more of the following in order to prevent infringement of any legal right of any third party: (i) limit the functionality of the Services; (ii) cease supplying some or all of the Services; or (iii) terminate the relevant SOW and any licences granted in connection with the SOW or this Agreement generally. Any action taken shall not constitute a breach of any obligation under this Agreement or under any SOW.

The Supplier is not responsible for delays, disruptions or other faults in the Subscription Services caused by factors beyond the Supplier’s control, including but not to limited to problems with the public internet and the network/technology environment of the Customer or its Authorised Users.

The Customer and each Authorised User must satisfy itself that the Subscription Services are compatible with its own hardware, software and internet and network capabilities and must maintain all hardware, software, third party applications and other technology necessary to be able to access and use the Subscription Services.

7.3 Customer warranties

The Customer warrants at all times that:

• (a) it has full authority to enter into this Agreement as a binding legal instrument between Customer and Supplier. Where the Customer enters into this Agreement in a trustee capacity (Trustee), the trustee directly warrants that it has full authority to enter into this Agreement under the terms of its appointment and the terms of the trust arrangement. The Trustee further acknowledges that its liability shall not be limited to the trust assets for any breach of this clause;
• (b) it has and will validly obtain all necessary consents as described in clause Error! Reference source not found. below;
• (c) it will only use the Services in accordance with the terms of this Agreement and each SOW;
• (d) it is responsible to, and will, take appropriate measures to adhere to evolving ethical considerations as it relates to the use of artificial intelligence systems, including by its adherence to the Supplier’s AI Acceptable Use Policy;

7.4 No other warranties

Except as expressly specified in this Agreement, neither party makes any additional express or implied warranties, conditions or representations to the other party.

8. CONFIDENTIALITY

8.1 Treatment of Confidential Information

Each party acknowledges that the Confidential Information of the other party is valuable to the other party. Each party undertakes to take reasonable and proportionate steps keep the Confidential Information of the other party secret and to protect and preserve the confidential nature and secrecy of the Confidential Information of the other party.

8.2 Use of Confidential Information

A Recipient may only use the Confidential Information of the Discloser for the purposes of performing the Recipient’s obligations or exercising the Recipient’s rights under this Agreement.

8.3 Disclosure of Confidential Information

Subject to clause 8.4 below, a Recipient may not disclose Confidential Information of the Discloser to any person except:

• (a) its Related Bodies Corporate and each of Recipient and each Related Party’s representatives, legal advisers, auditors, insurers, financiers, investors and other consultants of the Recipient who require it for the purposes of the Supplier performing its obligations or exercising its rights under this Agreement, or for any other bona fide business purposes;
• (b) with the prior written consent of the Discloser;
• (c) if the Recipient is required to do so by law or a recognised stock exchange;
• (d) if the Recipient is required to do so in connection with legal proceedings relating to this Agreement.

8.4 Disclosure by Recipient

If a Recipient intends to disclose Confidential Information in reliance on clause 8.3 above then:

• (a) to the extent reasonably possible, the Recipient must ensure that third parties to whom Confidential Information is disclosed have entered into a back to back contractual arrangement restricting the third parties’ rights to accept, possess and use the Confidential Information on terms broadly consistent with the terms in this agreement; and
• (b) the Recipient must restrict disclosure of Confidential Information to only that information which is reasonably necessary to achieve the permitted purpose of the disclosure to that third party.

8.5 Return of Confidential Information

Subject to clause 8.6 (Exceptions), on the Discloser’s request and at the Discloser’s option, the Recipient must immediately securely destroy or deliver to the Discloser all documents or other materials containing or referring to the Discloser’s Confidential Information which are:

• (a) in the Recipient’s possession, power or control; or
• (b) in the possession, power or control of persons who have received Confidential Information from the Recipient under clause 8.3(a) or 8.3(b) (Disclosure of Confidential Information).

8.6 Exceptions

The obligation in clause 8.5 (Return of Confidential Information) does not apply to Confidential Information which:

• (a) are required (by law, rule, regulation, or legal process) to be held by the Recipient or its authorised representatives (as applicable);
• (b) are held by the Recipient or its authorised representatives (as applicable) in accordance with a bona fide document retention or compliance policy;
• (c) are required to be retained for the purposes of any insurance policies of the Recipient or by a legal, financial or other professional adviser of the Recipient;
• (d) is stored electronically as a result of automatic back-up in accordance with the normal practices of the Recipient, provided that the Recipient (and any of its authorised representatives) do not make any attempt to retrieve or access the Confidential Information from the backups unless permitted for the reasons outlined above in this clause 8.6, or with the prior written consent of the Discloser.

9. PRIVACY

9.1 Personally identifiable information

The Supplier is committed to protecting and safeguarding privacy with respect to all personally identifiable information collected, stored and processed by it. To the extent that the Supplier collects, stores or otherwise processes personal information in connection with the Services it does so in accordance with its published privacy policy which is located at www.stackcx.com/privacy and the terms of any Data Protection Agreement entered into with the Customer.

9.2 Customer consents

By using the Services and by submitting personally identifiable information to the Supplier, whether directly or indirectly, and whether as part of the Customer Data or otherwise, the Customer warrants that it has obtained all requisite consents from individuals to the sharing of that personally identifiable information with the Supplier, its related entities and subcontractors for purposes of performing its obligations under this Agreement and processing such information as contemplated in clause 9.1.

9.3 Data Protection Regulations

To the extent such processing of personally identifiable information is subject to specific data protection regulations, the parties shall co-operate to comply with such regulations, including by entry into a separate Data Processing Agreement in relation to any Personal Information processed by the Supplier as a data processor (as defined in those separate terms) on behalf of the Customer.

9.4 Appointment and use of sub-processors

Supplier may engage sub-processors to assist in processing Personal Information on behalf of the Customer. Supplier shall notify the Controller of any intended changes concerning the addition or replacement of sub-processors as outlined in the Data Processing Agreement. If Customer objects to the appointment of any sub-processors during the Term, and Supplier is unable to provide the Services without the use of that sub-processor, then the Supplier may terminate this Agreement and/or any SOW without any further obligation or liability to the Customer.

9.5 International Transfers

The Processor may transfer Personal Information to sub-processors located outside of the UK or EEA, including to jurisdictions not deemed "adequate," provided that:

such transfers are subject to appropriate safeguards as required under Chapter V of the UK GDPR, such as Standard Contractual Clauses or the UK International Data Transfer Agreement;

• (a) the sub-processor complies with the obligations imposed by this Agreement or equivalent obligations; and
• (b) the Processor remains fully liable for the performance of its obligations under this Agreement.

10. SECURITY

10.1 Unusual network activity

Each party will monitor use of the Services for (inter alia) any unusual network activity or fluctuations in the volume, frequency and origins of access. If any unusual activity is identified or suspected to originate from the Customer, or any third-party system used by the Customer in conjunction with the Services, the Supplier shall have the right to restrict or suspend access to the Services. The Supplier will then promptly notify the Customer of such restriction or suspension and will continue to restrict the Services until such time as the Supplier can establish the cause of the unusual activity. If the activity originates from the Customer or its personnel, the Customer will work with the Supplier to identify the cause and/or the reasons leading to the unusual activity.

10.2 Each party to prevent unauthorised access

Each party acknowledges and agrees that it is solely responsible for the security of their respective systems. Each party shall maintain and periodically test the efficacy of appropriate information security measures designed to ensure the security and confidentiality of their respective products and systems. Such measures shall include (as a bare minimum) commercially accepted standards to ensure:

• (a) protection against anticipated threats or hazards to the security or integrity of the Services and any other software, systems or hosted environments; and
• (b) protection against unauthorised access to the Supplier’s systems, or otherwise through any interfaced product(s) or any Customer system.
• (c) Specifically, such measures will include without limiting any of the foregoing:
  • (i) Access and Passwords: servers must be maintained in restricted access rooms. Passwords must be enforced to access Customer’s internal networks with appropriate password complexity and change policies to be enforced;
  • (ii) Firewall Protection: Firewall protection enforcing access control and accurately determining who is an ‘authorised user’ of any Customer system or Customer software; and
  • (iii) Anti-virus protection: Commercially suitable anti-virus protection to protect Customer’s network against viruses, worms, Trojans and all other malicious scripts.

10.3 Notification of security breach or loss of data

Each party agrees to promptly provide written notice to the other party’s Contract Representatives of any security breach or any unauthorised access which may compromise the security of any data emanating from the other party’s system. In providing such notice, the party shall take reasonable steps to identify the scale of the loss, the types of data lost, the potential impact of such loss, and the measures taken to restore the integrity, security and confidentiality of both the compromised, and any un-compromised data. Without limiting any other right available to the Supplier, the Supplier may restrict access to the Services until such time as the security threat has been dealt with to the satisfaction of the Supplier.

10.4 Security Questionnaires

Each party may submit to the other party a security questionnaire once per calendar year to assess the other party’s security practices, policies, and protocols associated with the Services provided under this Agreement. The receiving party agrees to respond to the security questionnaire within thirty (30) days of receipt, providing accurate and up-to-date information in accordance with its policies and confidentiality obligations. The scope of the questionnaire shall be reasonable in length and content, focusing on relevant aspects of data protection, privacy, and security as they pertain to the Services. The questionnaire responses are the receiving party’s Confidential Information. Any additional requests for security assessments or questionnaires outside of this annual submission must be mutually agreed upon in writing by both parties. All security questionnaires shall be submitted to Contract Representatives noted in the Contract Details.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Ownership and use of Intellectual Property Rights

The parties agree that other than as provided in this clause 11 (Intellectual Property Rights), or as expressly and unambiguously outlined in a SOW, nothing in this Agreement transfers ownership in, or otherwise grants any rights in, any of the existing or future Intellectual Property Rights of a party.

11.2 Customer Data

As between Customer and Supplier, all rights, title and interest in the Customer Data are owned exclusively by the Customer (or by its rightful licensors who have licensed the same to the Customer) and Customer shall retain all Intellectual Property vested in the Customer Data.

11.3 Customer Material

Customer grants to the Supplier a non-transferable, non-exclusive, royalty-free licence to use the Intellectual Property Rights in the Customer Material for the SOW Term to which the Customer Material relates for the purpose of meeting its obligations to Customer under this Agreement.

11.4 Supplier Material

All rights, title and interest in and to the Supplier Material and Supplier’s Confidential Information, including without limitation all patent rights and Intellectual Property Rights vested in those materials, are expressly owned by and reserved for the Supplier. Apart from any limited licence granted in connection with this Agreement, the parties agree that Customer, the Authorised Users, their respective distributors, dealers, associates or any other related party, have no proprietary interest or claim to the patent rights or the Intellectual Property Rights vested in the Services or any other deliverable by virtue of this Agreement, any SOW, or any other collaborative act, payment of agreement between them.

11.5 Derived Data

Without prejudice to clause 11.2, the Supplier will retain all Intellectual Property Rights vested in any metadata and any other statistical data derived or generated by the Supplier as a result of its own analytical processes and procedures, including any derivative data generated as a result of the provision of the Subscription Services or any other Services to the Customer and/or its Authorised Users (“Derived Data”).

11.6 Created Material

Unless otherwise specified in a SOW, the Supplier shall retain all patent rights and rights to Intellectual Property Rights in any Created Material. Customer acknowledges and agrees that it:

• (a) assigns and must procure that all Customer Personnel assigns to Supplier on the later of the date of execution of this Agreement and creation all of the patent rights and Intellectual Property Rights in the Created Material and will obtain any Moral Rights waivers and consents necessary to allow Supplier to freely use, modify and exploit that Created Material; and
• (b) will do all things necessary to affect the assignment of all patent rights and Intellectual Property Rights in the Created Material to Supplier, including executing and delivering documents.

11.7 Feedback and Collaboration

From time to time, the Customer or Authorised Users may submit comments, suggestions or other forms of feedback to the Supplier (“Feedback”). If the Supplier collaborates with the Customer or its Authorised Users in relation to implementing any new functionality or improving any existing functionality, then any contributions, suggestions, ideas, concepts or materials submitted by the Customer or its Authorised Users will constitute Feedback. The Supplier may freely use, copy, disclose, licence, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise and the Customer grants to the Supplier a perpetual, irrevocable, royalty-free, worldwide licence to use and exploit such Feedback.

12. FEES, INVOICING AND PAYMENT

12.1 Payment of Fees

Unless otherwise agreed in writing in a SOW, the Customer must pay:

• (a) the recurring Fees for the Services by way of direct debit from its nominated bank account on a quarterly in advance basis. Fees will be deducted at the commencement of the relevant billing period;
• (b) Fees referable to the Deliverables shall be paid by way of direct debit from Customer’s nominated bank account in advance upon contract signature. Any ongoing Deliverables will be paid by way of direct debit from the Customer’s nominated bank account on a monthly in-advance basis.

Without limiting any other right, Supplier reserves the right to demand interest on overdue payments at a rate of the Consumer Price Index plus 2%, calculated and applied daily until receipt of final payment.

12.2 Fees exclusive of Taxes

All Fees stated in this Agreement are exclusive of any Taxes imposed by taxing authorities. The Customer shall be responsible for paying all applicable Taxes associated with the purchase or use of the Services provided under this Agreement, except for taxes based solely on the Supplier's income. If the Supplier has the legal obligation to collect and remit Taxes, the appropriate amount shall be added to the Customer’s invoice and paid by the Customer, unless the Customer provides the Supplier with a valid tax exemption certificate authorized by the appropriate taxing authority.

12.3 Withholding Tax

To the extent that Customer is required by law to deduct any withholding tax from any payment to Supplier, then to the extent there is a double tax treaty which applies to the supply made in connection with this Agreement, then the Customer must provide Supplier with valid tax certificates as issued by the relevant local tax authorities which enable Supplier to claim amounts withheld from the relevant taxing authority. If no taxation treaty exists, or if Customer fails to produce appropriate tax certificates, then Supplier shall be entitled to gross up the Fees to ensure it receives the net Fees stated in each SOW. This right extends to include the ability to issue supplementary invoices for past supplies from which Customer withheld withholding tax.

12.4 Disputed invoice

• (a) Subject to clause (b) (Disputed invoice), if Customer disputes the amount of an invoice submitted by the Supplier, Customer is not obliged to pay the disputed portion of the invoice until the dispute is resolved but Customer must pay all other non-disputed amounts.
• (b) If Customer disputes the amount of an invoice submitted by the Supplier and Customer notifies the Supplier that a new invoice is required for the undisputed portion:
  • (i) the Supplier must cancel that invoice and issue to the Customer a new invoice for the undisputed portion of that invoice; and
  • (ii) the Customer is not obliged to pay the disputed portion of the invoice until the dispute is resolved and a new invoice is issued for the agreed amount, but Customer must pay all other non-disputed amounts for which the Supplier has issued a separate invoice under clause (i) (Disputed Invoice).

12.5 Price Review

Unless expressly agreed otherwise in a relevant SOW, Supplier reserves the right to review and adjust the Services Fees once per annum to reflect inflation and increased costs of production at the greater of 5% or the Consumer Price Index.

13. LIMITATION OF LIABILITY

13.1 Liability

SUBJECT TO CLAUSE 13.2 (NO LIMITATION):

• (a) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER OR IN RESPECT OF THIS AGREEMENT FOR ANY CONSEQUENTIAL LOSS ARISING FROM NEGLIGENCE OR BREACH OF CONTRACT; AND
• (b) THE AGGREGATE LIABILITY OF SUPPLIER UNDER OR IN RESPECT OF THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER CAUSE OF ACTION (OTHER THAN THE OBLIGATION TO PAY FEES) SHALL NOT EXCEED THE AGGREGATE AMOUNT OF SERVICE FEES PAYABLE UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CAUSE OF ACTION.

13.2 No limitation

Nothing in this Agreement operates to limit or exclude either party’s liability:

• (a) that cannot be limited or excluded by law;
• (b) in respect of the indemnities provided in clause 14 (Indemnity);
• (c) resulting from fraudulent acts or omissions; and
• (d) resulting from wilful or malicious breach of this Agreement.

14. INDEMNITY

Each party (Party A) will defend the other party (Party B) against any Claims arising as detailed in this clause 15 and will indemnify Party B for any awarded damages and direct losses (including reasonable legal costs) incurred by Party B to the extent such damages and losses result from such indemnified Claims. Party A is not required to indemnify Party B to the extent such damages and direct losses are contributed to by the act or omission of Party B.

14.1 Claims

Claims which are indemnified under the Agreement are:

• (a) any death or injury to persons, and any loss or damage to the real or personal property of Party B, or a third party, caused by any act or omission of the Party A or its Representatives;
• (b) breach of clause 8 (Confidentiality) by Party A or its Representatives; and
• (c) the amount of awarded damages and direct losses (including reasonable legal fees) arising from Party B’s Gross Negligence or wilful misconduct in connection with this Agreement.

14.2 Customer indemnity

Customer will indemnify the Supplier for any awarded damages and direct losses (including reasonable legal fees) arising from a third party Claim that any Customer Data and/or any Customer Material provided by the Customer (whether provided directly or indirectly) in accordance with this Agreement, infringes upon any third party’s rights including Intellectual Property Rights, rights concerning privacy or breaches of applicable privacy regulations.

14.3 Notification of Claim

• (a) Party B will notify Party A in writing on becoming aware of any Claim which might give rise to an indemnity by Party B under this clause 15.
• (b) Without prejudice to Party B’s rights to defend a Claim, Party A must, if requested by Party B, conduct the defence of such an indemnified Claim at Party A’s expense.

14.4 Other obligations

If Party A takes control of the defence or any related settlement of a Claim notified under 15.2 (Notification of a Claim), then Party A must:

• (a) consult with Party B on any decision to defend the Claim and the conduct of the defence;
• (b) keep Party B informed of all developments relating to the Claim;
• (c) observe Party B’s reasonable directions relating in any way to the defence or to negotiations for settlement of the Claim;
• (d) notify Party B in writing prior to making or accepting any offer of settlement in respect of a Claim; and
• (e) not compromise or settle a Claim without Party B’s prior written consent, not to be unreasonably withheld.

14.5 Obligation to assist

In respect of any Claim notified under this clause, Party B must provide Party A with reasonable assistance in conducting the defence of the Claim. Party A must reimburse Party B for its reasonable and substantiated costs associated with providing this assistance.

14.6 Obligation to mitigate

Each party has a duty to use all reasonable efforts to mitigate any losses and damages in respect of which it claims indemnification under this Agreement.

15. INSURANCE

15.1 Required coverage

The Supplier will maintain the following insurances during the provision of Services under any SOW:

• (a) Professional Indemnity with a limit of £1,000,000 covering all operations on behalf of the Supplier arising out of the provision of Services;
• (b) Cyber Liability insurance with a limit of £1,000,000; and
• (c) Worker’s Compensation with limits no less than the minimum amount required by applicable law.

15.2 Evidence of insurance

Customer may issue a written request to the Supplier to produce certificates of currency of insurance from the insurer, and Supplier shall provide such copies within ten Business Days.

16. TERMINATION

16.1 By Customer with cause

Customer may terminate a SOW, immediately by notice to the Supplier if:

• (a) the Supplier commits a material breach of the Agreement which impacts the relevant SOW and:
  • (i) the material breach is objectively incapable of remedy; or
  • (ii) the material breach is capable of remedy and the Supplier does not remedy that breach within 10 Business Days of Customer giving notice of the material breach; or
• (b) Customer has an express right to do so under any provision of this Agreement.

16.2 By Supplier with cause

The Supplier may terminate this Agreement in whole or in part (including a SOW) immediately by notice to Customer if:

• (a) Customer commits a material breach of the Agreement and:
  • (i) the material breach is incapable of remedy; or
  • (ii) the material breach is capable of remedy and Customer does not remedy that breach within 10 Business Days of Suppliers’ notice of the material breach; or
• (b) Customer is Insolvent; or
• (c) Supplier has an express right to do so under any provision of this Agreement.

16.3 Effect of termination of SOW or Service

• (a) Termination of a SOW will only terminate that SOW and will not affect any other SOW or this Agreement.
• (b) Termination of a Service will only terminate that Service and will not affect the SOW or this Agreement unless the related SOW is terminated in its entirety.

17. CONSEQUENCES OF TERMINATION OR EXPIRY

17.1 Payments on termination or expiry

Unless otherwise specified in a SOW, upon termination or expiry of this Agreement or any Service or SOW:

• (a) the Supplier must reimburse Customer for any amounts prepaid by Customer for Services which have not been supplied to Customer in accordance with the terms of this Agreement;
• (b) Customer:
  • (i) if terminating a SOW, may at its sole option direct the Supplier to continue to perform any incomplete work under that SOW in which case the effective date of termination of that SOW will be the date the work under such SOW is complete; and
  • (ii) must pay the Supplier all undisputed amounts that are due and owing to the Supplier up to the termination date, but not any other amounts that would or may be payable if the applicable Service or SOW (as applicable) had continued.

17.2 Other consequences of termination

• (a) Unless otherwise specified in a SOW or in this Agreement, upon termination of the Agreement the Supplier must deliver to Customer, or destroy, all Customer Data in the possession or control of the Supplier. If Customer Data is returned, it shall be returned to the Customer in the same format it was provided to the Supplier and shall be exclusive any Supplier Intellectual Property Rights or derivative data sets created by the Supplier.
• (b) On termination or expiry of this Agreement, any Customer Data stored on the Supplier backup media will “age out” over the period of routine rotation practices and policies required to comply with regulatory and business requirement, and the Customer acknowledges that it is not possible to selectively delete the Customer Data from the backup sets.

17.3 Preservation of rights

• (a) Termination of a SOW or Service for any reason does not extinguish or otherwise affect any rights of either party against the other which accrued prior to the time of the termination, or otherwise relate to or arise from any breach or non-observance of obligations under this Agreement which arose prior to the time of termination, or the provisions of this Agreement which by their nature survive termination.
• (b) Without limiting the above, clauses 7 (Warranties), 8 (Confidentiality), 9 (Privacy), 9 (Security), 11 (Intellectual Property Rights), 12 (Fees, Invoicing and Payment), 13 (Liability), 15 (Indemnity), 17 (Consequences of Termination or Expiry), 18 (Dispute Resolution), 20 (Notices), 21 (Governing Law), 22 (General), 23 (Interpretation) and 24 (Definitions) survive termination of this Agreement.

18. DISPUTE RESOLUTION

18.1 Dispute Notice

Either party may give written notice of a dispute to the other party’s Contract Representatives (“Dispute Notice”). A party giving a Dispute Notice must provide details of the history and circumstances of the dispute and give reasons for why the party is disputing the issue.

18.2 Escalation

Other than in the case of urgent disputes, at the expiration of 5 (five) Business Days from the date of receipt of the Dispute Notice, unless the dispute has otherwise settled, the dispute may be submitted to the dispute resolution process described in clause 18.3 (Process).

18.3 Process

Any dispute submitted to the dispute resolution process will be dealt with in the following manner:

• (a) the dispute will be referred initially to the parties’ respective Contract Representatives. The Contract Representatives will attempt to settle the dispute within 5 (five) Business Days of the referral;
• (b) if the dispute remains unresolved after 5 (five) Business Days, the dispute will be referred to the parties’ respective senior management at a level deemed appropriate by each party given the nature of the dispute; and
• (c) if the dispute remains unresolved after a further 5 (five) Business Days, or other such period as is agreed, the parties may agree to refer the dispute to mediation in accordance with the procedure described below in clause 18.4 (Mediation).

18.4 Mediation

If the parties agree to refer a dispute to mediation the mediation will be administered by the London Chamber of Arbitration and Mediation (“LCAM”) and will be conducted in accordance with the LCAM Model Mediation Procedures which set out the procedures to be adopted, the process of selection of the mediator and the costs involved and the terms of those Guidelines are incorporated into this document. Mediation shall take place in London in English language.

18.5 Obligation to continue to perform

Notwithstanding the existence of a dispute, each party will continue to perform its obligations under this Agreement.

18.6 Urgent disputes

The parties acknowledge that some breaches or threatened breaches of this Agreement may cause the other party immediate and irreparable harm for which the dispute resolution process may not be appropriate (for example, breach of confidentiality). In these instances, a party has the right, in addition to other remedies available at law or in equity, to seek injunctive relief and nothing in this Agreement restricts that right.

19. FORCE MAJEURE

19.1 Effects of Force Majeure Event

A party does not breach this Agreement and is not liable to the other party for a delay or failure to perform an obligation to the extent it results from a Force Majeure Event.

19.2 Obligations of the parties

The party affected by a Force Majeure Event must notify the other party of the Force Majeure Event as soon as reasonably practicable and must take all reasonable steps to limit the effect of the Force Majeure Event.

Customer is not obliged to pay, and the Supplier must not invoice Customer, for any amounts related to any Deliverables or Services not received during a Force Majeure Event.

19.3 Termination

If a Force Majeure Event occurs and its effect continues for a period of more than 20 (twenty) Business Days, Customer may terminate the Agreement in whole or in part at any time by giving written notice to the Supplier.

20. NOTICES

20.1 Form

Unless expressly stated otherwise in this Agreement, all notices, certificates, consents, approvals, waivers and other communications in connection with this Agreement must be

• (a) in writing,
• (b) marked for the attention of the person identified as the Contract Representative in the Contract Details, or if the recipient has notified otherwise, then marked for attention in the way last notified; and
• (c) signed by the sender (if an individual) or an authorised representative of the sender.

20.2 Delivery

• (a) Notices must be:
  • (i) left at the address set out in the Contract Details;
  • (ii) sent by prepaid ordinary post (airmail if appropriate) to the address set out in the Contract Details;
  • (iii) sent by email to the email address set out in the Contract Details; or
  • (iv) given in any other way permitted by law.
• (b) If the intended recipient has notified a changed postal address or email address, then the communication must be to that address.

20.3 When effective

A notice takes effect from the time it is received unless a later time is specified in the notice.

20.4 Receipt – post and email

A notice is taken to be received:

• (a) if sent by post, three days after posting (or seven days after posting if sent to or from a place outside England); or
• (b) if sent by email: 12 hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that delivery failed or that the recipient is out of office, in which case 72 hours after the time sent,

whichever happens first.

21. Governing law and compliance

This Agreement is governed by the law in force in England. Each party submits to the non-exclusive jurisdiction of the courts of London. Each party must take all reasonable steps to materially comply with all applicable laws in relation to this Agreement, including, without limitation, export control laws, anti-money laundering and financial crime laws, privacy laws, modern slavery and employment practices laws.

22. GENERAL

22.1 Assignment

A party must not assign, transfer, novate, encumber or otherwise deal with all or part of its rights or obligations under this Agreement without the other party’s prior written consent except for a Change in Control of Supplier.

22.2 Discretion in exercising rights

A party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this Agreement expressly states otherwise.

22.3 Partial exercise of rights

If a party does not exercise a right or remedy fully or at a given time, then the party may still exercise it later.

22.4 Set off

Customer may set off against any amount due for payment by Customer to the Supplier any amount owed by the Supplier to Customer under any agreement.

22.5 No liability for loss

A party is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy under this Agreement.

22.6 Approvals and consents

By giving its approval or consent a party does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.

22.7 Remedies cumulative

The rights and remedies provided in this Agreement are in addition to other rights and remedies given by law independently of this Agreement.

22.8 Variation and waiver

A provision of this Agreement or a right created under it, may not be varied or waived except in writing, signed by the party or parties to be bound.

22.9 Indemnities

The indemnities in this Agreement are continuing obligations, independent from the other obligations of the Supplier under this Agreement and continue after this Agreement ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this Agreement.

22.10 Costs

The parties agree to pay their own legal and other costs and expenses in connection with the preparation, execution and completion of this Agreement and other related documentation, except for stamp duty (if applicable) which will be paid by the Supplier.

22.11 Counterparts

This Agreement may consist of a number of copies, each signed by one or more parties to this Agreement. If so, the signed copies are treated as making up the one document. If Customer requires physical copies of the Agreement, any SOW or Change Notice to be exchanged, Customer will be responsible for all mailing costs.

22.12 Entire agreement

This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

22.13 Contract (Rights of Third Parties) Act 1999

The terms and conditions of this Agreement will only be enforceable by the Customer against the Supplier. No other party, besides the Customer and the Supplier, shall have any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any terms and conditions of this Agreement.

22.14 Severability

If the whole or any part of a provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable in a jurisdiction, it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable for that jurisdiction and the remaining provisions of this Agreement and the remainder of such provision shall continue in full force and effect. This clause has no effect if the severance alters the basic nature of this Agreement or is contrary to public policy.

22.15 Attorneys

Each person who executes this document on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

22.16 No relationship

Nothing in this Agreement will be taken to constitute the Supplier as an employee, agent, partner or joint venturer of Customer nor is the Supplier authorised to represent itself as acting, or to incur any obligation, on behalf of Customer. No work or act performed by the Supplier will be considered work ‘made for hire’.

22.17 Benefit

It is Customer’ intention that each member of the Customer Group may make use of the Services and Deliverables pursuant to this Agreement, without having to enter into a separate agreement with, or procure services and/or deliverables from the Supplier. To give effect to this intention, the parties accordingly agree that:

• (a) Customer enters into this Agreement on its own behalf and as agent for each member of the Customer Group so that each member of the Customer Group may:
  • (i) make use of the Services and Deliverables pursuant to this Agreement; and
  • (ii) exercise, enforce and claim the benefit of all rights granted in this Agreement on its behalf;
• (b) Customer may claim and recover any loss suffered by a member of the Customer Group under this Agreement on behalf of that member; and
• (c) any breach of Customer' obligations under this Agreement by a member of the Customer Group in connection with that member's use of the Services or Deliverables under this Agreement will be taken to be a breach by Customer.

23. INTERPRETATION

23.1 General

In this Agreement:

• (a) if the time for giving any notice, making any payment or doing any other act required or permitted by this Agreement, falls on a day that is not a Business Day, the time for giving the notice, making the payment or doing the other act must be deemed to be on the following Business Day;
• (b) if at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, this will not affect or impair the legality, validity or enforceability in that jurisdiction or under the law of any other jurisdiction of that or any other provision of this Agreement;
• (c) none of the terms of this Agreement can be waived, discharged or released at law or in equity unless both parties agree in writing;
• (d) the only enforceable obligations and liabilities of the parties in relation to the subject matter of this Agreement are those contained in this Agreement, which is the entire agreement by the parties on the subject matter. All other statements, representations, communications and prior agreements in relation to the subject matter of this Agreement are merged in and superseded by this Agreement;
• (e) where the Supplier comprises two or more persons, each person will be jointly and severally bound by the Supplier's obligations under this Agreement.;
• (f) the words “including”, “includes” and “include” must be read as if each of them is followed by the words “without limitation”;
• (g) where an expression is defined, any other part of speech or grammatical form of that expression has a corresponding meaning;
• (h) a reference to a “month” is a reference to a calendar month, a reference to a “week” is a reference to a calendar week, a reference to a “day” is a reference to a calendar day, and a reference to a “working day” is a reference to a day other than a Saturday or a Sunday, a public holiday or the 27th, 28th, 29th, 30th or 31st day of December;
• (i) a reference to “£” is to Great British Pound Sterling;
• (j) words importing the singular include the plural and vice versa;
• (k) each provision of this Agreement shall be interpreted without disadvantage to the party who drafted that provision; and
• (l) a reference to a statute or to a regulation made under any statute, is to be read as a reference to that statute or regulation as amended, supplemented or replaced from time to time.

23.2 Headings

Headings are inserted for convenience only and do not affect the interpretation of this Agreement.

23.3 Construction

No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this Agreement or any part of it.

24. DEFINITIONS

The following words have these meanings in this Agreement:

Agreement Term has the meaning given to it in clause 3.1 (Term of this Agreement).

AI Acceptable Use Policy means the StackCX policy outlining the acceptable use of any Services utilising artificial intelligence technology, as published at www.stackcx.com/AIpolicy

Application Programming Interface or API means any one or more of lnfomedla's pre-defined integration standards and specifications allowing Interaction with one or more of the Subscription Services via Approved Third Party Applications.

Approved Third-Party Applications means third party software applications which have been approved by StackCX to interact with the Subscription Services via one or more APIs.

Authorised User means the end users who are entitled to access and use the Services as specified in an applicable SOW.

Business Day means a day other than a Saturday, Sunday or public holiday in London, England.

Change is defined in clause 6.2.

Change in Control of the Supplier means:

• (a) the persons who previously had Control of the Supplier cease to have Control of the Supplier; or
• (b) one or more persons acquire Control of the Supplier.

Change Notice is defined in clause 6.6.

Change Proposal is defined in 6.3.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whatsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise.

Commencement Date means the date specified under that heading in the Commencement Details. If there is no Commencement Date specified, then the Commencement Date is the Date of Agreement.

Confidential Information means:

• (a) all confidential, non-public or proprietary information, regardless of how the information is stored or delivered, exchanged between the parties (or in the case of Customer provided by a member of the Customer Group and in the case of the Supplier provided by a Related Party of the Supplier) before, on or after the Date of Agreement relating to the business, technology or other affairs of the Discloser of the information, including, in the case of Customer, the Customer Data;
• (b) in the case of Customer, all information disclosed by a third party which Customer is required to keep confidential and all information created by the Supplier or its Representatives in the course of providing the Supply or in respect of Intellectual Property Rights owned by Customer,

but does not include information:

• (c) which is in or becomes part of the public domain other than through breach of this Agreement or an obligation of confidence owed to the Discloser;
• (d) which the Recipient can prove by contemporaneous written documentation was:
  • (i) already known to it at the time of disclosure by the Discloser (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or
  • (ii) independently developed by the Recipient without reference to the Confidential Information of the Discloser; or
• (e) which the Recipient acquires from a source other than the Discloser or any of its representatives where such source is entitled to disclose it on a non-confidential basis.

Consequential Loss means any loss or damage which, although may have been in the contemplation of the parties at the time they entered into this Agreement, is not a loss or damage which may fairly and reasonably be considered to arise naturally (that is, in the usual course of things) from the breach or other act or omission.

Consumer Price Index means the CPIH Annual Rate: All Items as published by the Office for National Statistics at https://www.ons.gov.uk/economy/inflationandpriceindices

Contract Details means the section of this Agreement headed “Contract Details”.

Contract Representative means a person appointed by each party to be their representative for the purpose of managing this Agreement and any disputes arising under it as set out in the Contract Details.

Control has the meaning given to it in the Corporations Act. For the purposes of this Agreement, Control shall be deemed to exist if a person or entity owns, directly or indirectly, more than 50% of the voting equity or other ownership interests of the relevant entity or otherwise has the ability to direct its management or policies.

Controller has the meaning given to it in the Corporations Act.

Companies Act means the Companies Act 2006 (UK).

Created Material means all material created by the Supplier, its representatives or its subcontractors, in the performance of this Agreement.

Customer Data means:

• (a) all data, information, text, drawing or other material, in whatever form which:
  • (i) are supplied by a Customer Group member to the Supplier under or in connection with this Agreement or the Services; or
  • (ii) relate to a Customer Group member’s operations, facilities, customers, personnel, assets, programs or the Services, and
• (b) any Personal Information the Supplier is provided with, collects or accesses in connection with this Agreement,

and includes Customer’s Confidential Information.

Customer Group means Customer and its Related Bodies Corporate.

Customer Intellectual Property Rights means all Intellectual Property Rights owned by members of the Customer Group.

Customer Material means any material developed independently of this Agreement by Customer or its licensors and provided to or accessed by the Supplier in connection with its performance of this Agreement.

Date of Agreement means the date on which the last party signs this Agreement.

Dealer means a motor dealership within the Customer’s dealer network.

Defect means a failure of the Services to meet the applicable Specifications.

Deliverables means any deliverables as described in the applicable SOW, including any one-time implementation tasks.

Discloser means the party disclosing Confidential Information.

Dispute Notice is defined in clause 18.1 (Dispute Notice).

Documentation means any documentation required to allow Customer to readily understand and apply, the processes and procedures relevant to the use of the Deliverables.

Extension Term has the meaning given to it in the Contract Details.

Fair Use Policy means the Stack CX Fair Use Policy published at www.stackcx/fairuse as amended from time to time.

Fees means the fees for Services and/or any Deliverables as specified in the applicable SOW.

Force Majeure Event means any of the following causes provided that they are outside the reasonable control of the affected party and could not have been prevented or avoided by that party taking all reasonable steps:

• (a) act of God, pandemic, earthquake, cyclone, fire, explosion, flood, landslide, lightning, storm, tempest, drought or meteor;
• (b) war (declared or undeclared), invasion, act of a foreign enemy, hostilities between nations, civil insurrection or militarily usurped power;
• (c) act of public enemy, sabotage, malicious damage, terrorism or civil unrest; or
• (d) confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government or government authority; or
• (e) industrial action not specific to the Supplier, the Supplier Personnel.

Go-Live Date means the date on which the Services are first made available for the Customer and/or the Authorised Users.

Government Agency means any governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.

Gross Negligence means any act or failure to act (whether sole, joint or concurrent) which seriously and substantially deviates from a diligent course of action or which is in reckless disregard of or indifference to the harmful consequences.

Initial Term is the period from the Commencement Date until the end of the ‘Initial Term’ as specified in the Contract Details.

Insolvent in respect of a person means:

• (a) it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or
• (b) it has had a controller appointed or is in liquidation, in provisional liquidation, under administration or wound up or has had a receiver, manager or other administrator appointed to any part of its property; or
• (c) it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to this Agreement); or
• (d) an application or order has been made (and in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of (a), (b) or (c) above; or
• (e) it is otherwise unable to pay its debts when they fall due; or
• (f) something having a substantially similar effect to (a) to (f) happens in connection with that person under the law of any jurisdiction.

Intellectual Property Rights means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, invention and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967, excluding patents.

Key Personnel means the Supplier’s key personnel specified in the applicable SOW as amended from time to time in accordance with this Agreement.

Moral Rights means any moral rights including the rights described in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended and revised from time to time), being “droit moral” or other analogous rights arising under any statute (including the Copyright, Designs and Patents Act 1988 (UK) or any other law of the United Kingdom), that exist or that may come to exist, anywhere in the world.

Personal Information has the meaning given in the Data Protection Act 2018 (UK).

Project Plan means any document prepared by the Supplier and approved by Customer as stated in a SOW which sets out the tasks and timeframes for delivery of Services and the testing and delivery of Deliverables.

Recipient means the party receiving Confidential Information.

Related Party has the meaning given to it by the International Accounting Standard (IAS) 24.

Reporting Requirements means the requirements set out in the applicable SOW or, if not specified in the applicable SOW, as reasonably requested by Customer from time to time.

Representative of a party includes an employee, agent, officer, director, auditor, advisor, partner, consultant, contractor or sub-contractor of that party.

Request for Tender means, in respect of a SOW, the request for tender (if any) identified in the SOW.

Safety Legislation means all applicable workplace health and safety, environment protection, dangerous goods and electricity safety legislation and regulations made under them, together with any directions on safety or notices issued by any relevant authority or any code of practice or compliance code appropriate or relevant to the supply of the Services.

Safety Requirements means any and all directions, instructions, requests or requirements relevant to, associated with or necessary for compliance by the Supplier or Customer with Safety Legislation and including any such matters of which the Supplier has been informed by Customer orally or in writing.

Service Levels means StackCX service levels as published at www.StackCX.com/servicelevels

Services means the Subscription Services and any other related services to be provided by the Supplier under a SOW.

SOW means a statement of work which is agreed by the parties in accordance with clause 2 (SOWs).

SOW Commencement Date means the date specified under that heading in the SOW and if no date is specified, the date on which Customer executes the applicable SOW.

SOW Term means the term specified under that heading in the SOW.

Specifications means the specifications for Services set out in or annexed to the applicable SOW.

Specified Operating Environment means all the components of Customer’ IT environment as specified in the applicable SOW.

Subscription Services means Supplier’s cloud-hosted software applications made available to Customer on a subscription term defined in a SOW.

Supplier Material means any material (other than Customer Data and Customer Material) that is owned by or licensed to Supplier and is:

• (a) incorporated in any Services or any Deliverable;
• (b) necessary to use or obtain the benefit of the Services; or
• (c) otherwise provided to Customer and/or any Authorised User in connection with this Agreement.

Supplier Personnel means employees, partners, agents and sub-contractors (including employees of sub-contractors) of the Supplier.

Supply means the products and services (including software licences) the Supplier is required to supply to Customer, as set out in a SOW.

Taxes means taxes, levies, imposts, tariffs, charges and duties (including stamp and transaction duties) imposed by any authority together with any related interest, penalties, fines and expenses in connection with them except if imposed on, or calculated having regard to, the net income of Customer.

Territory means the territorial limits defined in the Contract Details.