Terms and Conditions of Business

OPSENSE LIMITED — Last updated: 1 January 2024 — Effective date: 1 January 2024

1. Definitions and Interpretation

In these Terms and Conditions ("Terms"), the following words and expressions shall have the meanings set out below unless the context requires otherwise:

• "OPSENSE", "we", "us" or "our" means OPSENSE LIMITED, a company registered in England and Wales, with its registered office at 5 Great James Street, London, WC1N 3DB, United Kingdom.
• "Client", "you" or "your" means the individual, company, partnership, limited liability partnership or other legal entity that engages OPSENSE to provide Services pursuant to an Engagement Agreement.
• "Services" means the computer systems design, engineering, consulting, advisory, implementation, audit or support services described in the Engagement Agreement or any Statement of Work agreed between the parties.
• "Engagement Agreement" means the written agreement, proposal, statement of work, purchase order or other document (however described) that sets out the specific scope, deliverables, timeline, fees and any other commercially agreed terms applicable to a specific engagement between OPSENSE and the Client.
• "Statement of Work" or "SOW" means a document agreed in writing between the parties that sets out a specific scope of Services, deliverables, acceptance criteria, timeline and fees for a defined body of work, whether standalone or as part of a framework arrangement.
• "Deliverables" means any output, work product, document, code, design, specification, report, analysis, configuration, or other item produced by OPSENSE in connection with the Services and specified as a deliverable in the applicable Engagement Agreement or Statement of Work.
• "Confidential Information" means any information disclosed by one party to the other in connection with the engagement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to technical specifications, architecture designs, business processes, pricing, client lists, financial information, personnel information, intellectual property and any other information of a commercially sensitive nature.
• "Intellectual Property Rights" means all intellectual property rights wherever in the world arising, whether registered or unregistered, including rights in patents, utility models, trade marks, service marks, trade names, designs (including rights in get-up and trade dress), copyright (including rights in software), moral rights, database rights, topography rights, rights in know-how and confidential information, and rights of privacy, and all registrations and applications to register, and renewals and extensions of, any such rights.
• "Pre-existing Materials" means any Intellectual Property Rights and the materials to which they relate that were created by, developed by or licensed to OPSENSE prior to the commencement of the relevant engagement, or that are created by OPSENSE independently of the engagement and not specifically for the Client.
• "Client Materials" means any data, systems, code, documentation, specifications, processes, infrastructure or other materials owned by or licensed to the Client that are provided to OPSENSE for the purposes of the engagement.
• "Fees" means the charges payable by the Client to OPSENSE for the Services as set out in the Engagement Agreement, including any time and materials charges, fixed fees, retainer fees or milestone-based payments.
• "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, government action, pandemics, civil unrest, strikes (other than by the affected party's own employees), failure of utilities or telecommunications infrastructure, cyberattacks on third-party infrastructure, or any other cause beyond the reasonable control of the affected party.
• "Business Day" means any day other than a Saturday, Sunday or a public holiday in England and Wales.
• "Working Hours" means the hours of 09:00 to 18:00 GMT on Business Days.

In these Terms, unless the context requires otherwise: the singular includes the plural and vice versa; headings are for convenience only and do not affect interpretation; references to statutory provisions include those provisions as amended, consolidated or replaced from time to time; and references to "writing" or "written" include email.

2. Basis of Engagement

These Terms and Conditions apply to all Services provided by OPSENSE LIMITED to the Client and form part of the contract between the parties together with the applicable Engagement Agreement. In the event of any conflict or inconsistency between these Terms and the Engagement Agreement, the terms of the Engagement Agreement shall prevail to the extent of the inconsistency, unless the Engagement Agreement expressly states otherwise.

No terms or conditions proposed by the Client (whether in a purchase order, a framework agreement, a request for proposal, a supplier registration form or any other document) shall form part of the contract between the parties unless expressly agreed in writing by a duly authorised representative of OPSENSE. The Client's engagement of OPSENSE, whether by signature of an Engagement Agreement, by issuance of a purchase order, by verbal instruction confirmed in writing, or by any other means that constitutes acceptance of a proposal, constitutes the Client's acceptance of these Terms and Conditions.

OPSENSE is an independent contractor and nothing in these Terms or in any Engagement Agreement shall be construed as creating a partnership, joint venture, agency, employment or franchise relationship between the parties. OPSENSE shall have full responsibility for managing the performance of the Services and for the conduct of any employees, contractors or subcontractors it engages in connection with the Services, subject to the oversight and direction of the Client only in the manner expressly agreed in the Engagement Agreement.

3. Proposals, Quotations and Scope of Services

OPSENSE may provide proposals, quotations or estimates to the Client prior to the execution of an Engagement Agreement. Such proposals, quotations and estimates are provided for the purposes of discussion and are not binding offers unless expressly stated to be so. All proposals are subject to change based on further information that becomes available during a discovery or scoping process.

The scope of Services is set out in the applicable Engagement Agreement or Statement of Work. Any changes to the scope of Services must be agreed in writing by both parties in accordance with the change management process described in Clause 6 of these Terms. OPSENSE shall not be required to perform work that falls outside the agreed scope without a corresponding written change to the Engagement Agreement and agreement on any additional fees payable.

OPSENSE undertakes to deliver the Services with reasonable skill and care and in accordance with the standards to be expected of a competent provider of computer systems design and engineering services. Where a specific standard of performance is required for a particular deliverable, that standard must be specified in the applicable Engagement Agreement. OPSENSE does not guarantee specific business outcomes as a result of the Services, given that outcomes depend on factors beyond OPSENSE's control, including the Client's own implementation decisions, operational practices and third-party systems.

Where the Services involve the provision of advice, recommendations or technical opinions, such advice is provided on the basis of information made available to OPSENSE by the Client and reasonable investigation of the systems and infrastructure under consideration. The accuracy and completeness of the information provided by the Client is the Client's responsibility. OPSENSE shall not be liable for any inaccuracy or inadequacy in the Services that results from inaccurate, incomplete or misleading information provided by the Client.

4. Client Obligations

The Client acknowledges that OPSENSE's ability to perform the Services depends on the Client's cooperation and the fulfilment of the following obligations, and that any failure to fulfil these obligations may affect OPSENSE's ability to deliver the Services within the agreed timeline and to the agreed standard:

• The Client shall provide OPSENSE with timely access to all systems, environments, data, documentation, personnel and infrastructure reasonably required for the performance of the Services, as agreed in the Engagement Agreement or as reasonably requested by OPSENSE during the engagement.
• The Client shall designate a named point of contact ("Client Lead") who has sufficient authority to make decisions on behalf of the Client in connection with the engagement and who is available to provide timely responses to OPSENSE's questions and requests. The Client Lead shall be available during Working Hours unless otherwise agreed.
• The Client shall review and respond to deliverables, requests for approval and queries from OPSENSE within the timescales agreed in the Engagement Agreement, or, where no specific timescale is agreed, within five (5) Business Days of receipt.
• The Client shall ensure that any information it provides to OPSENSE in connection with the engagement is accurate, complete and not misleading. The Client shall promptly notify OPSENSE of any material changes to information previously provided that may affect the performance of the Services.
• The Client shall ensure that the Client Materials provided to OPSENSE for use in connection with the Services do not infringe any third-party Intellectual Property Rights and that the Client has all necessary licences and permissions to make the Client Materials available to OPSENSE for the purposes of the engagement.
• The Client shall implement any security measures, access controls or configuration changes recommended by OPSENSE where such measures are necessary for the security of the systems being worked on. OPSENSE shall not be liable for security incidents that result from the Client's failure to implement recommended measures.
• The Client shall maintain adequate backup copies of all data, systems and configurations prior to OPSENSE commencing any work that involves modification of existing systems or data. OPSENSE may assist with backup verification but the ultimate responsibility for data backup and recovery capability rests with the Client.
• The Client shall make available any test environments or staging systems required for the development, testing and validation of Deliverables. Where a suitable test environment is not available, any testing on production systems must be agreed in writing between the parties and any associated risk is accepted by the Client.

The Client acknowledges that delays caused by the Client's failure to fulfil the above obligations may result in extensions to the agreed timeline and may constitute grounds for additional fees in accordance with Clause 6. OPSENSE shall notify the Client promptly if it believes that a delay caused by the Client will materially impact the delivery timeline.

5. Fees, Payment and Expenses

5.1 Fees

The Fees payable for the Services are set out in the applicable Engagement Agreement. Fees may be structured as fixed-price, time and materials, retainer-based, milestone-based or any combination thereof, as agreed between the parties. All Fees quoted are exclusive of VAT unless otherwise stated. VAT will be charged at the prevailing UK standard rate where applicable to the supply.

Where Services are provided on a time and materials basis, OPSENSE will record the time spent by its engineers and contractors in connection with the engagement and will invoice the Client accordingly at the agreed daily or hourly rates. Time and materials estimates provided by OPSENSE are indicative only and do not constitute a cap on the Fees payable unless expressly stated to be a fixed budget in the Engagement Agreement.

Where Services are provided on a fixed-price basis, the fixed price covers the specific scope of work defined in the applicable Engagement Agreement or Statement of Work. Any work outside that scope will be subject to additional fees in accordance with Clause 6.

5.2 Invoicing and Payment Terms

OPSENSE will issue invoices to the Client in accordance with the invoicing schedule set out in the Engagement Agreement. Where no specific invoicing schedule is agreed, OPSENSE will invoice monthly in arrears for time and materials engagements and at agreed milestones for fixed-price engagements.

Invoices are payable within thirty (30) calendar days of the invoice date, unless a different payment period is specified in the Engagement Agreement ("Payment Due Date"). Payment shall be made by bank transfer to the bank account details provided on the invoice. The Client shall not withhold or set off any amounts owed to OPSENSE without OPSENSE's prior written consent.

If the Client disputes any invoice or part of an invoice, the Client must notify OPSENSE in writing within ten (10) Business Days of receipt of the invoice, specifying the nature and amount of the dispute. The undisputed portion of the invoice must be paid by the Payment Due Date. The parties shall attempt to resolve any disputed amount in good faith within twenty (20) Business Days of the dispute notification. If the parties are unable to resolve the dispute, either party may refer the matter to expert determination or, if the parties agree, to mediation or arbitration, as set out in Clause 18.

5.3 Late Payment

Without prejudice to any other right or remedy available to OPSENSE, if the Client fails to pay any undisputed amount by the Payment Due Date, OPSENSE may:

• Charge interest on the outstanding amount at the rate of 8% per annum above the Bank of England base rate from time to time, accruing on a daily basis from the Payment Due Date until the date of payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998
• Suspend delivery of the Services until all outstanding amounts are paid in full, having given the Client not less than ten (10) Business Days' written notice of its intention to do so
• Recover from the Client all reasonable costs incurred in obtaining payment, including reasonable legal fees and debt collection costs

OPSENSE's right to suspend the Services for non-payment does not release the Client from its obligation to pay outstanding amounts and shall not entitle the Client to terminate the engagement or claim damages arising from such suspension.

5.4 Expenses

Where the performance of the Services requires OPSENSE personnel to incur out-of-pocket expenses — such as reasonable travel, accommodation, subsistence and third-party tool costs — such expenses will be recharged to the Client at cost with no mark-up, unless otherwise agreed. OPSENSE will not incur expenses in excess of any per-item or per-trip limits agreed in the Engagement Agreement without the Client's prior approval. Expenses will be invoiced monthly with supporting receipts where reasonably practicable.

5.5 Fee Reviews

For ongoing retainer or support arrangements, OPSENSE reserves the right to review its fees annually, with effect from the anniversary of the commencement date of the arrangement. OPSENSE will give the Client not less than sixty (60) days' written notice of any proposed fee increase. The Client may terminate the arrangement in accordance with Clause 14 if it does not agree to the revised fees.

6. Change Management

If either party wishes to change the scope, deliverables, timeline, resourcing or any other agreed term of an engagement, the requesting party shall notify the other party in writing, providing a description of the proposed change and, where reasonably practicable, the reasons for the change and its anticipated impact.

OPSENSE shall assess the proposed change and provide the Client with a written change assessment within ten (10) Business Days (or such other period as the parties agree), setting out the impact on scope, timeline, resources and Fees. The Client shall review the change assessment and notify OPSENSE in writing of its acceptance or rejection within five (5) Business Days of receipt.

No change shall take effect until it has been agreed in writing by both parties. OPSENSE is not obliged to implement any change before written agreement is reached, and shall not be in breach of the engagement agreement by declining to implement changes to which it has not agreed in writing.

Where the Client requests work that OPSENSE reasonably considers to be a change to the agreed scope, OPSENSE shall notify the Client accordingly and shall not proceed with the additional work until a written change order has been agreed. If the Client disputes OPSENSE's assessment that particular work constitutes a change, the parties shall attempt to resolve the dispute in accordance with Clause 18.

Changes that involve additional time or materials, expansion of scope, acceleration of timelines, changes in technology platform or significant changes to the architecture of a deliverable will generally result in additional fees. Changes that reduce the scope of work may result in a reduction in the fixed price agreed, subject to the parties' agreement on the value of the work removed.

7. Delivery, Acceptance and Rejection

7.1 Delivery

OPSENSE will use reasonable endeavours to deliver Deliverables by the dates specified in the Engagement Agreement. Where delivery dates are indicated as estimates, they are provided in good faith but are not guaranteed. OPSENSE will notify the Client promptly if it becomes apparent that a delivery date will be delayed, together with a revised estimate and, where applicable, the reasons for the delay.

Where OPSENSE's ability to meet a delivery date is affected by the Client's failure to fulfil its obligations under Clause 4, OPSENSE shall be entitled to an extension of the delivery date proportionate to the delay caused by the Client, and shall not be in breach of the Engagement Agreement by reason of the delay.

7.2 Acceptance

Where the Engagement Agreement includes defined acceptance criteria for a Deliverable, the Client shall review the Deliverable against the acceptance criteria within the review period specified in the Engagement Agreement, or, if no period is specified, within ten (10) Business Days of delivery. If the Client does not notify OPSENSE of any rejection or reservation within the review period, the Deliverable shall be deemed accepted.

Where the Client provides written notice of rejection, it shall specify in reasonable detail the respects in which the Deliverable fails to meet the acceptance criteria. OPSENSE shall have the opportunity to correct the identified defects within a reasonable remediation period agreed between the parties, after which the Client shall repeat the acceptance review. If, after two cycles of remediation and review, the Deliverable still fails to meet the acceptance criteria, either party may escalate the matter in accordance with Clause 18.

7.3 Limitation of Acceptance Obligations

Acceptance obligations apply only to Deliverables that are subject to defined acceptance criteria in the Engagement Agreement. OPSENSE's professional advice, recommendations, reports and consultancy outputs that do not specify measurable acceptance criteria are not subject to formal acceptance procedures but are provided in accordance with OPSENSE's professional obligations as set out in Clause 3.

8. Intellectual Property Rights

8.1 Pre-existing Materials

Each party retains ownership of all Intellectual Property Rights in its Pre-existing Materials. OPSENSE's Pre-existing Materials include, without limitation: proprietary methodologies, frameworks, tools, templates, libraries, scripts, workflow patterns and reusable code components that are not developed specifically for the Client under the engagement. The Client's Pre-existing Materials include, without limitation: the Client's existing systems, code bases, data, documentation, processes and business logic.

8.2 Deliverables Developed Under Engagement

Subject to full payment of all Fees due under the applicable Engagement Agreement, OPSENSE assigns to the Client, by way of present assignment of future rights, all Intellectual Property Rights in the Deliverables developed specifically for the Client under the engagement, to the extent that those Deliverables do not incorporate or are not derived from OPSENSE's Pre-existing Materials or third-party materials.

Where Deliverables incorporate OPSENSE's Pre-existing Materials, OPSENSE grants the Client a non-exclusive, perpetual, royalty-free licence to use those Pre-existing Materials solely as incorporated in the specific Deliverables and solely for the Client's own internal business purposes. This licence does not extend to standalone use of the Pre-existing Materials or to making the Pre-existing Materials available to third parties.

The assignment and licence in this Clause 8.2 are conditional on the Client's full payment of all Fees due under the applicable Engagement Agreement. OPSENSE retains all Intellectual Property Rights in the Deliverables until full payment has been received. If the engagement is terminated before completion, the assignment and licence apply only in respect of those Deliverables that have been completed and accepted and for which the associated Fees have been paid in full.

8.3 Client Materials

The Client grants OPSENSE a non-exclusive, royalty-free licence during the term of the engagement to use the Client Materials solely for the purposes of performing the Services. OPSENSE shall not use Client Materials for any purpose other than the performance of the Services and shall treat all Client Materials as Confidential Information in accordance with Clause 9.

8.4 Open Source Software

Where OPSENSE incorporates open source software or other third-party software into any Deliverable, OPSENSE will identify such software and the applicable licence terms in the Engagement Agreement or in supplementary documentation. The Client acknowledges that use of such software is subject to the applicable open source or third-party licence terms and that those licence terms may impose obligations on the Client in connection with its use, modification and distribution of the software.

9. Confidentiality

9.1 Obligations

Each party ("Receiving Party") agrees to maintain the strict confidentiality of all Confidential Information received from the other party ("Disclosing Party") in connection with the engagement. The Receiving Party shall:

• Use the Confidential Information solely for the purposes of the engagement and not for any other purpose
• Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted by this Clause 9
• Limit access to the Confidential Information to those of its own personnel and approved subcontractors who need to know it for the purposes of the engagement and who are bound by obligations of confidentiality at least as stringent as those in this Clause
• Apply at least the same standard of care to protect the Confidential Information as it applies to its own confidential information, and in any event no less than a reasonable standard of care
• Notify the Disclosing Party promptly upon becoming aware of any actual or suspected unauthorised disclosure, misuse or loss of Confidential Information

9.2 Exceptions

The obligations in Clause 9.1 do not apply to information that:

• Is or becomes publicly available through no breach of these Terms by the Receiving Party
• Was already in the Receiving Party's possession without restriction before disclosure by the Disclosing Party
• Is independently developed by the Receiving Party without reference to the Confidential Information
• Is received from a third party who is lawfully entitled to disclose it and who has not imposed any obligation of confidentiality on the Receiving Party
• Is required to be disclosed by applicable law, regulation, court order or the direction of a regulatory authority, provided that the Receiving Party gives the Disclosing Party as much advance notice as is reasonably practicable and cooperates with the Disclosing Party in seeking to limit the scope of required disclosure

9.3 Duration

The obligations in this Clause 9 survive the termination or expiry of the engagement for a period of five (5) years, or for such longer period as may be required by applicable law or agreed between the parties in respect of particularly sensitive categories of Confidential Information.

9.4 Publicity

Neither party shall make any public announcement, press release, case study, blog post, social media post or other public statement that refers to the other party, the engagement or the content of any deliverable without the other party's prior written consent. OPSENSE may reference the Client's name and general nature of the engagement in OPSENSE's portfolio or marketing materials only with the Client's prior written consent, which shall not be unreasonably withheld or delayed.

10. Data Protection

Where OPSENSE processes personal data on behalf of the Client as a data processor in connection with the Services, such processing will be conducted in accordance with a separate Data Processing Agreement entered into between the parties, which shall form part of the contract alongside these Terms and the applicable Engagement Agreement.

OPSENSE's processing of personal data as a data controller (for example, in connection with managing the Client relationship, handling invoices and maintaining engagement records) is governed by OPSENSE's Privacy Policy, available at privacy-policy.html.

The Client is responsible for ensuring that all personal data it provides to OPSENSE in connection with the engagement is provided in accordance with applicable data protection law, including UK GDPR and the Data Protection Act 2018. The Client shall ensure that any necessary consents, notices or other legal bases are in place to permit OPSENSE to process the personal data as described in the engagement documentation.

Where the Services involve the design, implementation or modification of systems that process personal data, OPSENSE will apply data protection by design principles and will bring to the Client's attention any aspects of the system design that OPSENSE considers give rise to data protection risk. However, the Client remains responsible for ensuring that its own systems, practices and operations comply with applicable data protection law.

11. Warranties

11.1 OPSENSE Warranties

OPSENSE warrants to the Client that:

• It has the right to enter into the Engagement Agreement and to perform the Services
• The Services will be performed with reasonable skill and care by appropriately qualified personnel
• The Deliverables, to OPSENSE's knowledge at the time of delivery, do not infringe any third-party Intellectual Property Rights, subject to the Client's use being consistent with the Engagement Agreement
• OPSENSE will comply with all applicable laws and regulations in the performance of the Services
• OPSENSE will maintain appropriate professional indemnity insurance throughout the term of the engagement

11.2 Client Warranties

The Client warrants to OPSENSE that:

• It has the right to enter into the Engagement Agreement and to grant OPSENSE the access and licences required for the performance of the Services
• The Client Materials do not infringe any third-party Intellectual Property Rights
• The Client will comply with all applicable laws and regulations in connection with its use of the Services and Deliverables
• Any information provided to OPSENSE in connection with the engagement is, to the best of the Client's knowledge, accurate and complete

11.3 Disclaimer

Save for the warranties expressly set out in these Terms, OPSENSE provides the Services and Deliverables on an "as is" basis without any other representation, warranty or condition of any kind, whether express, implied, statutory or otherwise. To the fullest extent permitted by law, OPSENSE excludes all implied warranties and conditions, including implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement.

12. Limitation of Liability

12.1 Liability Cap

Subject to Clause 12.3, OPSENSE's total aggregate liability to the Client, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, in connection with any engagement shall not exceed the total Fees paid and payable by the Client to OPSENSE under the applicable Engagement Agreement in the twelve (12) months immediately preceding the event or series of events giving rise to the claim.

For ongoing retainer or support arrangements, the liability cap applies to each twelve-month period separately and shall not accumulate across multiple periods.

12.2 Exclusion of Consequential Loss

To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, exemplary or consequential loss or damage arising out of or in connection with the engagement, including but not limited to: loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of data, loss of use of any system or system downtime, business interruption, or any other indirect or consequential loss, whether foreseeable or not and whether or not that party had been advised of the possibility of such loss.

12.3 Exclusions from Limitation

Nothing in these Terms shall limit or exclude either party's liability for:

• Death or personal injury caused by that party's negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited under applicable English law
• The Client's liability to pay Fees properly due under an Engagement Agreement

12.4 Mitigation

Each party has a duty to mitigate any loss it suffers in connection with the engagement. Neither party shall be entitled to recover loss or damage that could reasonably have been avoided by taking prompt and reasonable steps to mitigate the effects of the other party's breach or other default.

13. Indemnity

The Client shall indemnify, defend and hold harmless OPSENSE and its officers, directors, employees and approved subcontractors from and against any claims, actions, proceedings, losses, damages, expenses and costs (including reasonable legal fees) arising out of or in connection with:

• Any breach by the Client of its warranties, obligations or representations under these Terms or any Engagement Agreement
• Any claim by a third party that the Client Materials infringe that third party's Intellectual Property Rights
• The Client's use of the Services or Deliverables in a manner not authorised or contemplated by the Engagement Agreement
• Any breach by the Client of applicable data protection law in connection with personal data provided to OPSENSE for use in the engagement

14. Term and Termination

14.1 Term

An engagement commences on the date specified in the applicable Engagement Agreement, or, if no commencement date is specified, on the date of written acceptance of the Engagement Agreement by both parties. Fixed-term engagements continue for the period specified in the Engagement Agreement. Rolling or retainer engagements continue until terminated by either party in accordance with this Clause 14.

14.2 Termination for Convenience

Either party may terminate a rolling or retainer engagement by giving not less than thirty (30) days' written notice to the other party, unless a different notice period is specified in the Engagement Agreement. For fixed-term engagements, termination for convenience before the end of the agreed term is subject to the payment of any early termination fees specified in the Engagement Agreement, or, where no such fees are specified, the payment of all Fees that would have been payable for the remaining term up to the agreed end date, subject to a cap equal to ninety (90) days' Fees.

14.3 Termination for Cause

Either party may terminate an engagement immediately on written notice to the other party if:

• The other party commits a material breach of these Terms or the applicable Engagement Agreement and fails to remedy that breach within twenty (20) Business Days of receiving written notice specifying the breach and requiring its remedy (or, if the breach is incapable of remedy, immediately upon written notice)
• The other party becomes insolvent, makes any voluntary arrangement with its creditors, enters administration, receivership or liquidation (other than for the purposes of a solvent restructuring), ceases or threatens to cease to carry on business, or any equivalent event occurs in any relevant jurisdiction
• The other party is in persistent breach of its payment obligations under these Terms, having been notified of the breach and having failed to remedy it within the cure periods provided for in Clause 5

14.4 Consequences of Termination

On termination or expiry of an engagement for any reason:

• OPSENSE shall deliver to the Client all completed Deliverables and any work in progress as at the date of termination, to the extent that such delivery is practicable and consistent with the circumstances of termination
• Each party shall promptly return or, at the other party's election, securely destroy all Confidential Information belonging to the other party, subject to any retention required by law
• The Client shall pay all Fees due for Services performed up to and including the date of termination, including any applicable early termination fees
• The rights and licences granted to the Client in respect of Deliverables under Clause 8 shall survive termination to the extent that the associated Fees have been paid in full
• Any provisions of these Terms that by their nature should survive termination shall do so, including but not limited to Clauses 8, 9, 10, 11, 12, 13, 15, 17 and 18

15. Force Majeure

Neither party shall be in breach of these Terms or liable for any delay or failure to perform its obligations to the extent that such delay or failure results from a Force Majeure Event. The affected party shall notify the other party in writing as soon as reasonably practicable after the onset of a Force Majeure Event, specifying the nature of the event and its anticipated effect on the affected party's obligations. The affected party shall use reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance of the affected obligations as soon as reasonably practicable.

If a Force Majeure Event prevents performance of all or a material part of an engagement for a continuous period of more than sixty (60) days, either party may terminate the engagement by giving not less than ten (10) Business Days' written notice. In such a case, the Client shall pay all Fees due for Services performed up to the date of termination, and neither party shall be liable to the other for the consequences of the Force Majeure Event.

16. Anti-Bribery and Ethical Standards

Each party shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, including the Bribery Act 2010. Neither party shall engage in any activity that would constitute an offence under the Bribery Act 2010 or any equivalent legislation. Each party shall maintain adequate procedures designed to prevent any associated person from committing any bribery offences and shall notify the other party immediately upon becoming aware of any actual or suspected breach of this obligation.

OPSENSE is committed to fair, ethical and lawful business practices. We do not engage in tax evasion or the facilitation of tax evasion by others, in accordance with the Criminal Finances Act 2017. We conduct our business in a manner consistent with our obligations under applicable employment law, health and safety legislation, environmental regulations and other applicable statutory requirements.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the applicable Engagement Agreement and any agreed Data Processing Agreement, constitute the entire agreement between the parties in relation to the subject matter of the engagement and supersede all prior representations, negotiations, understandings, agreements and arrangements, whether written or oral, relating to that subject matter. Each party acknowledges that it has not entered into the engagement in reliance on any representation, warranty or other statement not expressly set out in these Terms or the Engagement Agreement.

17.2 Variation

No amendment or variation of these Terms shall be effective unless it is in writing and signed by or on behalf of each party. OPSENSE may update these Terms and Conditions from time to time. Updated Terms will apply to engagements entered into after the date of the update. OPSENSE will provide reasonable notice of any material changes to these Terms.

17.3 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy. A single or partial exercise of any right or remedy shall not prevent the further exercise of that or any other right or remedy. A waiver is not effective unless it is given in writing.

17.4 Severability

If any provision of these Terms is held by a court or tribunal of competent jurisdiction to be invalid, unenforceable or illegal, in whole or in part, such provision shall be severed from these Terms to the minimum extent necessary to make the remaining provisions valid and enforceable. The remaining provisions of these Terms shall remain in full force and effect.

17.5 Assignment

The Client shall not assign, transfer, charge, sub-contract or otherwise dispose of any of its rights or obligations under these Terms or any Engagement Agreement without the prior written consent of OPSENSE. OPSENSE may assign or transfer its rights and obligations under these Terms or any Engagement Agreement to any affiliate or in connection with a merger, acquisition or sale of all or substantially all of its business, without the Client's consent, provided that OPSENSE gives the Client reasonable notice of such assignment and that the assignee assumes all of OPSENSE's obligations under the relevant agreement.

17.6 Third Party Rights

These Terms are personal to the parties and are not intended to benefit, or be enforceable by, any third party under the Contracts (Rights of Third Parties) Act 1999. Nothing in these Terms shall give any person who is not a party to these Terms any right to enforce any provision of these Terms.

17.7 Notices

Any notice given under these Terms shall be in writing and shall be delivered by hand, sent by pre-paid first-class post, or sent by email to the address or email address specified in the Engagement Agreement or notified by the relevant party from time to time. Notices sent by email shall be deemed to be received on the next Business Day following transmission (unless the sender receives an automated delivery failure notification). Notices sent by first-class post shall be deemed to be received three Business Days after posting.

18. Dispute Resolution and Governing Law

18.1 Good Faith Negotiation

In the event of any dispute or claim arising out of or in connection with these Terms or any Engagement Agreement, or the formation, interpretation, breach, termination or validity thereof, the parties shall first attempt to resolve the dispute by good faith negotiation between senior representatives of each party. The parties shall meet (in person or by video conference) within ten (10) Business Days of written notice of the dispute, unless otherwise agreed, and shall use reasonable endeavours to reach a negotiated resolution within twenty (20) Business Days of that meeting.

18.2 Mediation

If the dispute is not resolved by negotiation within the period described in Clause 18.1, either party may refer the dispute to mediation by serving written notice on the other party. The parties shall attempt to agree on a mediator, and if they cannot agree within five (5) Business Days, either party may request the appointment of a mediator by the Centre for Effective Dispute Resolution (CEDR). The costs of mediation shall be shared equally between the parties unless otherwise agreed or ordered.

18.3 Litigation

If the dispute is not resolved by mediation within sixty (60) days of the appointment of the mediator (or such other period as the parties agree in writing), either party may refer the dispute to the courts. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

18.4 Injunctive Relief

Nothing in this Clause 18 shall prevent either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction where such relief is necessary to protect that party's rights, including in connection with an actual or threatened breach of confidentiality obligations under Clause 9 or Intellectual Property Rights under Clause 8.

19. Contact

For any questions about these Terms and Conditions, or for any matters relating to an engagement with OPSENSE LIMITED, please contact us:

• By email: devops@opsense.digital
• By post: OPSENSE LIMITED, 5 Great James Street, London, WC1N 3DB, United Kingdom
• By telephone: +44 707 472 9827

These Terms and Conditions were last reviewed and updated on 1 January 2024 and are effective from that date. OPSENSE LIMITED reserves the right to update these Terms and Conditions at any time. The version of these Terms applicable to any specific engagement is the version in effect at the date of execution of the relevant Engagement Agreement.