AGREED TERMS AND CONDITIONS

1. TERM OR DURATION OF THE AGREEMENT

1.1 LAUNCH PHASE TERM
(a) The Launch Phase Term starts on the Effective Date and will remain active for the length of time set out in the Key Agreement Details.

1.2 SUBSCRIPTION TERM
(a) If after the expiry or completion of the Launch Phase Term, the Client intends to continue the use of the Solution, the term of this Agreement shall, subject to payment of the Subscription Fees, be extended and shall continue for a period 12 months from the Payment Date ("Subscription Term”).
(b) If the Client does not wish to continue this Agreement beyond the Launch Phase Term, then this Agreement shall stand terminated on the expiry of last date of the Launch Phase Term.
(c) In any case, the Launch Phase Term Fees shall be non-refundable.

1.3 RENEWAL
(a) The Subscription Term shall be renewed automatically after expiry or completion of the Subscription Term for a further period of 12 months on the same terms and conditions as are mentioned in this Agreement, unless a party sends a written notice not less than 30 calendar days prior to the renewal date to the other party expressing its intention to not renew this Agreement.
(b) In case of a renewal of the Subscription Term, the Company reserves the right to update and amend the terms and conditions of this Agreement.

2. THE SOLUTION

2.1 SCOPE OF SOLUTION
(a) The Solution in the Launch Phase Term and during the Subscription Term shall be as set out in the Key Agreement Details.
(b) The Company may from time to time in its absolute discretion install enhancements to the Solution, where enhancements shall mean any upgraded, improved, modified or new versions of the Solution (including any customisations made at the Client's request).
(c) The Company will provide the Solution in accordance with all applicable laws and industry standards.
(d) Unless otherwise agreed, the Company may, in its absolute discretion:
        (i) not provide any part of the Solution until the Client has paid the Subscription Fees payable in respect of the Solution and any services associated with it; and
        (ii) withhold delivery of any part of or all of the Solution until the Client has paid the invoice in respect of the Solution.

2.2 ACCOUNT
(a) Once the Client has paid the Launch Phase Term Fees, the Company will provide a secure link to download the Application onto two devices: a Tester (Clinician/Therapist) device and a Patient device.
(b) The Client will also be provided with initial login details (including a one-time password, changeable after first login) to access the Tester Portal for the purpose of adding new Patients and storing Patient data.
(c) When the Client registers on the App (“Account), the Client must provide true, accurate and complete information as requested and keep this information up to date after registration.
(d) The Client agrees that it is solely responsible for:
        (i) maintaining the confidentiality and security of its Account information, log-in and password; and
        (ii) any activities and those of any third party that occur through the Client’s Account, whether those activities have been authorised by the Client or not.
(e) The Client also agrees to let the Company know if it detects any unusual activity on its Account as soon as it becomes aware of it.
(f) The Company shall not be responsible to the Client for, and expressly disclaim, any liability for, and cost, loss, damages, or expenses arising out of a failure by the Client to maintain the security of its Account information or password.
(g) The Client must not share their log in details, subscription benefits and the software related services with any third parties that are not part of or within the purview of the subscribed hospital, clinic or team signed up to the Company’s Solution and the Services. A breach of this clause shall entitle the Company to terminate this Agreement and claim and recover any losses or damages under this Agreement and under applicable law.

2.3 SOFTWARE AND APPLICATION
(a) During the Launch Phase Term or the Subscription Term (as applicable), the Company grants to the Client a non-exclusive, non-transferable licence to use the App, the Tester Portal and the Clinical Tests and Documentation for the Launch Phase Term or the Subscription Term (as applicable) in accordance with and subject to the provisions set out in this Agreement.
(b) The App must be used on both the Tester’s device as well as the Patient’s device.
(c) It is the Client’s responsibility to ensure that that hardware supports the Software and the App and to ensure the hardware is adequately maintained and secure.
(d) During the Launch Phase Term, the Client must, as and when requested, offer feedback to the Company, in respect of the Solution and the services in order for the Company to improve the Solution and the service. During the Subscription Term, the Client may, at its discretion, offer feedback to the Company in respect of the Solution and the services.

2.4 TRAINING
(a) The Training shall be provided for a minimum of 2 hours and a maximum of 3 hours, subject to the needs and availability of the Client and the Company representatives.
(b) The date of Training (“Training Date”) will be agreed in writing between the parties. The Company will be entitled to change the Training Date by giving the Client 7 days’ notice.

2.5 CLINICAL TESTS
(a) The Company will provide the Client the Clinical Tests during the Launch Phase Term as set out in the Key Agreement Details.
(b) With effect from the date of commencement of the Subscription Term, the Client and the Company will, depending on the Client’s needs, agree on the number of complimentary Clinical Tests from any of the test batteries the Client requires for the duration of the Subscription Term.
(c) If before the expiry of the Subscription Term, the Client has used all the complimentary Clinical Tests provided for any particular test battery, the Client may order new Clinical Tests (“Additional Clinical Tests”) in accordance with its needs (in consultation with the Company).
(d) The Company may make available and allow the Client to run the Additional Clinical Tests, subject to payment of the price/fees for the Additional Clinical Tests within 14calendar days of the date of issue of an invoice by the Company in this regard.
(e) Any unused tests will automatically be rolled over to the following month, for as long as the Subscription is valid and in effect.
(f) In the event the invoice mentioned in sub-clause (d) is not paid within the stipulated 14 calendar days, then, without prejudice to any other rights and remedies available to the Company under this Agreement or under applicable law, the Company shall have the right to suspend or pause the Client’s ability to run the Additional Clinical Tests until such time the payment is received in full.

2.6 SUPPORT SERVICES
(a) The Client will have access to an ongoing support service to address any technical issues or any queries of a specialist academic or linguistic nature regarding the tests, including any technical queries.
(b) The Client may contact the Company via the email address: support@saltlabsystem.co.uk with any queries. The Company will endeavour to respond within 48 hours of the Client raising the ticket, informing the Company about the issue or the query. The Company’s support team may be contacted Monday to Friday, 9am-5pm (excluding English Bank Holidays). If necessary, further support will be provided via, for example, email/telephone/Google Teams/Zoom, as appropriate, to seek to resolve any queries or issues.

2.7 HOSTED SERVICES
(a) (Hosting) The Tester Portal’s hosting is managed by Switchstance Ltd. through a standard Amazon Web Services (AWS) hosting set up to host the Company’s App, Tester Portals and data associated with them. AWS has been selected as it is highly secure and robust. AWS EC2 servers are used together with AWS RDS servers (Database Server) to provide the best quality of service.
(b) (Service quality) While the Company will use its best efforts to select an appropriate hosting provider, it does not guarantee that the hosting of the Solution will be free from errors or defects or that the Solution will be accessible or available at all times. Problems with the Client’s operating system and software on their own computer(s) and their internet connection are specifically excluded from this Agreement. The Client shall maintain its computer’s operating system and software up to date, including protection against malware, etc., and ensure that its internet connection is secure and reliable.
(c) (Security) The Company will use its best efforts to ensure that Client Data is stored securely, however the Company does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(d) (Backups and disaster recovery) The Company will use its best efforts to create scheduled daily backups of Client Data stored by the Company. In the event that Client Data is lost due to a system failure (e.g. a database or webserver crash), the Company will attempt to restore the Client Data from the latest available backup, but cannot guarantee that this backup will be free from errors or defects.
(e) (Troubleshooting) The Company’ services do not include troubleshooting or fixing application or data-based failures and additional fees may apply for these sorts of services.

3. CLIENT'S OBLIGATIONS

3.1 USE OF SOLUTION
(a) The Client must, and must ensure that all Users, comply with this Agreement at all times. The Client acknowledges and agrees that the Company will have no liability for any act of a User for damage, loss or expense suffered by a User in connection with the use of the Solution and will indemnify the Company for any such damage, loss or expense.
(b) The Client must use using the App and the Tester Portal in accordance with the instructions and Training provided by Company and to adhere to our technical recommendations, in order to achieve the optimal functioning of the Solution. The Company’s recommended specification are as follows, or as may be communicated to the Client from time to time:

• For the Tester Portal: Access via a Desktop/PC Device with a display of at least 1366×768 px. Internet connection to be at least 1 Mbps. Use the most recent versions of Chrome, Firefox, Safari or Opera browser.

• For the App: Usage of a tablet (a patient’s device can be a mobile). Display of 1280×800 px or higher (for a patient’s device this could be 375x667px). A stable internet connection, with at least 5 Mbps. iOS and Android.

(c) The App and the Tester Portal must only be used to test Patients and to store Patient data by qualified Speech and Language Therapists who are registered with the Health and Care Professions Council (HCPC), or the applicable regulatory authority in the relevant jurisdiction.
(d) The Client agrees and acknowledges that the Tester Portal and the App is not a diagnostic tool and the Clinician or the Therapist is responsible to diagnose the Patients correctly.
(e) The Client must not, and must not encourage or permit any User or any third party to, without the Company’s prior written approval:
        (i) make copies of the Documentation or the Solution;
        (ii) adapt, modify or tamper in any way with the Solution;
        (iii) remove or alter any copyright, trade mark or other notice on or forming part of the Solution or Documentation;
        (iv) create derivative works from or translate the Solution or Documentation;
        (v) publish or otherwise communicate the Solution or Documentation to the public, including by making it available online or sharing it with third parties;
        (vi) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution or Documentation to any third party;
        (vii) decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;
        (viii) attempt to circumvent any technological protection mechanism or other security feature of the Solution; or
        (ix) permit any person other than Licensed Users to use or access the Solution or Documentation.
(f) The Client must remove the App from its device(s) in the event the device on which the App is installed is sold or transferred to a third person or party. The Client must also instruct its Patient to delete the App from their device(s) in case of sale or change of ownership of the device(s).

3.2 PROVIDE INFORMATION AND LIASON
(a) The Client must provide the Company, and its Personnel, with all documentation, information and assistance reasonably required for the Company to provide the Solution. 
(b) The Client agrees to liaise with Company, and its Personnel, as it reasonably requests for the purpose of enabling it to provide the Solution and to provide any additional information requested by Company or its Personnel.
(c) The Client acknowledges and agrees that any information provided to the Company is correct and accurate, and that the Company will not be liable for any loss or damage suffered as a result of the Client providing incorrect information to Company.

4. THIRD PARTY TERMS AND CONDITIONS

(a) The Client acknowledges and agrees that third party terms and conditions (“Third Party Terms”) may apply to the provision of the Solution and the associated services, for instance, the hosting third party provider and the payment provider.
(b) The Client agrees to any Third Party Terms applicable to any third party services that are used in providing the Solution and the associated services, and the Company will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.

5. PAYMENT

5.1 SUBSCRIPTION FEES
(a) The Client must pay to the Company Subscription Fees in the amounts communicated in writing by the Company(“Subscription Fees”).
(b) The Subscription Fees (as amended from time to time) shall be payable on an annual basis.
(c) Except as provided in clauses 14.1 (b) and (c), the Subscription Fees under this Agreement are non-refundable.

5.2 TIME FOR PAYMENT
Unless otherwise agreed in writing, the Subscription Fees must be paid within 14 calendar days of the date of the invoice issued by the Company. If the payment is not received by the Company with this time period, then, without prejudice to any other rights and remedies available to the Company under this Agreement or under applicable law, the Company shall have the right to suspend or pause the Client’s ability to use the Solution and the services until such time the payment is received in full.

5.3 VAT
Unless otherwise indicated, the Subscription Fees do not include VAT and will be charged in addition to the Subscription Fees. In relation to any VAT payable for a taxable supply by the Company, the Client must pay the VAT subject to the Company providing a tax invoice.

5.4 COSTS AND EXPENSES
Any costs and expenses relating to the provision of the Solution and services (including any travel expenses incurred by the Company in providing the Training) shall be borne by the Client.

5.5 CARD SURCHARGES
The Company reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

5.6 ONLINE PAYMENT PARTNER
(a) The Company may use third-party payment providers, currently Stripe, (“Payment Provider”) to collect the Subscription Fees. Stripe’s terms and conditions can be accessed here: https://stripe.com/en-au/legal.
(b) The processing of payments by the Payment Provider will be, in addition to this Agreement and subject to the terms, conditions and privacy policies of the Payment Provider and the Company is not liable for the security or performance of the Payment Provider. 
(c) Any charge charged by the Payment Provider is payable by the Client and is in addition to our Fees.
(d) The Company reserves the right to correct, or to instruct its Payment Provider to correct, any errors or mistakes in collecting the Client’s payment.

5.7 INTEREST
If the Client fails to pay the Subscription Fees in accordance with clauses 5.1 and 5.2 or the invoiced price of the Additional Clinical Tests as contemplated in clause 2.5(d) by the due date(s), as stated in this Agreement and/or on invoices), the Company may charge the Client statutory interest on the amount unpaid at annual rate of 8%, plus the Bank of England base rate for business to business transactions, without prejudice to any other remedy available to us.

6. INTELLECTUAL PROPERTY

6.1 CLIENT CONTENT
(a) The Client grants to the Company (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to provide the Solution.
(b) The Client:
        (i) warrants that the Company's use of Client Content will not infringe any third-party Intellectual Property Rights; and
        (ii) shall indemnify the Company from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

6.2 COMPANY IP
(a) The Company owns and holds the legal ownership in all the Company IP.
(b) Unless otherwise expressly agreed in this Agreement, the Client shall not under this Agreement acquire Intellectual Property Rights in any Company IP. Any Developed IP will be solely and exclusively owned by the Company.
(c) The Company grants to the Client a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use the Company IP and any Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Solution.

6.3 DEFINITIONS
For the purposes of this clause 6:
(a) "Client Content" means any documents or materials supplied by the Client to the Company under or in connection with this Agreement, including any Intellectual Property Rights attaching to those materials.
(b) "Developed IP" means any materials produced by the Company in the course of providing the Solution including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials.
(c) "Company IP" means all materials owned or licensed by the Company that is not Developed IP and any Intellectual Property Rights attaching to those materials.
(d) "Intellectual Property Rights" means any and all present and future intellectual and industrial property rights throughout the world, including copyright, trade marks, designs, patents or other proprietary rights, Confidential Information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the date of this Agreement, whether registered or unregistered.

7. CONFIDENTIALITY AND RESTRAINT

7.1 CONFIDENTIALITY
(a) Except as contemplated by this Agreement, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
(b) This clause does not apply to:
        (i) information which is generally available to the public (other than as a result of a breach of this Agreement or another obligation of confidence);
        (ii) information required to be disclosed by applicable law; or
        (iii) information disclosed by the Company to its subcontractors, employees or agents for the purposes of providing the Solution and associated services or its obligations under this Agreement.

8. PRIVACY AND DATA PROTECTION

(a) The Client agrees to the Company’s Privacy Policy, https://saltlabsystem.co.uk/privacy-policy/, which is incorporated into this Agreement by reference. Please read the Privacy Policy carefully as it governs the Company’s collection, use, and disclosure of personal information.
(b) Words and phrases in this clause shall have the meaning given to them by applicable data protection and privacy laws, including the UK General Data Protection Regulation (“GDPR”) and Data Protection Act 2018 (“Data Protection Legislation”) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.
(c) During and after the delivery of the Solution and the associated services, the Client agrees that the Company will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:

(i) the Company providing Solution and the associated services under this Agreement;
(ii) the Company may process personal data concerning its other clients and contacts in other ways for its own business purposes;
(iii) the Company may process and transfer personal data as necessary to effect a re-organisation of its business; and
(iv) the Company may share personal data with other legal or professional advisers or consultants used by it to provide the Client with legal or professional advice.
(d) During and after the delivery of Solution and the associated services, there may be limited occasions where the Company may process on the Client’s behalf as a processor any personal data the Client may have provided to the Company. The Company will advise the Client in writing where the Company believes the Company may act as a processor and any such processing shall be in accordance with, and subject to, the Client’s instructions.
(e) Before performing the processing, the Company shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. The Company will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by the Client to the Company against unauthorised or unlawful processing, accidental loss, destruction or damage, including when the Company subcontract any processing (for example, in the case of external storage of data).
(f) The Client’s instructions are taken to include the use by the Company, where appropriate, of independent contractors and third party partners appointed by it for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.
(g) By accepting this Agreement, the Client gives positive consent for the Company to obtain, store and process information about the Client as described in the preceding clauses. The Client agrees that where necessary the Client will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing the Company with personal data. It is also a term of this Agreement that any personal data supplied by the Company to the Client about employees or independent contractors of the Company and/or any third parties may only be used for the express purposes for which that information is provided to the Client under this Agreement.
(h) Each party shall comply with the terms of the Data Protection Legislation

9. CLIENT DATA

The Company will:
(a) establish, maintain, enforce and continuously improve safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of Client Data;
(b) not make any undocumented, unreported or authorised configuration changes to the Company's systems or to the information security controls that secure Client Data, if those changes would materially decrease the protections afforded to Client Data; and
(c) notify and keep the Client notified at all times of the Company's current safety and security procedures and safeguards that are made from time to time.

10. SECURITY BREACH

(a) The Company will notify the Client promptly after the Company learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (collectively, “Security Breaches”).
(b) The Company will promptly investigate each potential, actual or suspected Security Breach and assist the Client and its Personnel in connection with any investigation that the Client may desire to conduct with respect to the Security Breach.
(c) The Company will take all reasonable steps requested by the Client to limit, stop or otherwise remedy any potential, actual or suspected Security Breach.
(d) We do not accept any responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the Client’s data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the App and the Tester Portal. The Client and the Patients should take their own precautions to ensure that the process which they employ for accessing the App or the Tester Portal (as the case may be) does not expose them to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference

11. WARRANTIES

11.1 COMPANY WARRANTIES
The Company warrants that:
(a) the Tester Portal and the App is substantially suitable for the intended purposes for which it is designed;
(b) to its knowledge, the use of the Solution in accordance with this Agreement will not infringe the Intellectual Property Rights of any third party; and
(c) the support services will be fit for purpose and provided by Personnel who have expertise in the provision of those support services.

11.2 CORRECTION OF DEFECTS
(a) The Company makes no warranty that the Solution and software are totally error free, or that the Client will be able to operate the Tester Portal and the App without any problems or interruptions caused by unforeseen problems or untested scenarios not reasonably known.
(b) The Company will endeavour to correct any errors, bugs or defects in the Solution which arise during the Term and which are notified to the Company by the Client unless the errors, bugs or defects:
        (i) result from the interaction of the Solution with any other solution or any computer hardware or services not approved in writing by the Company;
        (ii) result from any misuse of the Solution; or
        (iii) result from the use of the Solution by the Client other than in accordance with this Agreement or the Documentation.
(c) The Client agrees to provide the Company and its Personnel reasonable access to the Solution to assist the Company in correcting any defects in the Solution.

11.3 EXCLUSION OF OTHER WARRANTIES
(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this Agreement are excluded.

12. LIMITATION OF LIABILITY

(a) To the maximum extent permitted by applicable law, the Company’s liability for all claims (whether those claims arise for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with this Agreement:
(i) is totally excluded, to the extent it concerns liability for indirect, special and consequential losses or damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under applicable law; and
(ii) is limited to the total Fees paid to the Company under this Agreement as at the date the event giving rise to the relevant liability occurred (or, where there are multiple events, the date of the first such event).
(b) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this Agreement or in connection with the provision of the services including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in England and Wales relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

13. INDEMNITY

The Client shall indemnify the Company and its shareholders, directors or officers from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of:
(a) any breach of this Agreement by the Client; or
(b) any negligent, fraudulent or criminal act or omission of the Client or its Personnel.

14. TERMINATION

14.1 TERMINATION FOR CONVENIENCE
(a) Either party may terminate this Agreement for convenience at any time by providing 30 calendar days’ written notice to the other party.
(b) In the event of such termination, the Company may, at its sole and absolute discretion, issue a refund after deducting all costs and expenses in relation to providing the Solution and initial set up and Training for the App and the Tester Portal for the Client.
(c) Notwithstanding anything in sub-clause (b) above, in any event, the Client shall not be entitled to a refund of, and the Company shall not be liable or obligated to refund the Client, any fees or sums exceeding 35% of the total monies paid by the Client to the Company under this Agreement.

14.2 TERMINATION FOR CAUSE
Either party (“Non-Defaulting Party”) may terminate this Agreement immediately by written notice to the other party (“Defaulting Party”) if the Defaulting Party, or its Users, are in breach of this Agreement and either:
(a) fails to remedy such breach within 14 calendar days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
(b) that breach is not capable of remedy.

14.3 EFFECT OF TERMINATION
Upon expiry or termination of this Agreement (whether under clause 14.1 or 14.2):
(a) each party must return all property of other party to that other party;
(b) each party must immediately return to the other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party; and
(c) no rights, liabilities or remedies of any party will be invalidated by the termination.

14.4 NON-PAYMENT OF FEES ON RENEWAL
The Company reserves the right to suspend providing the Solution and the services to the Client in the event the Client fails to pay the Subscription Fees on renewal in accordance with the Company’s updated or amended terms and conditions. The Client’s Account will be closed and it will have 30 days from the end date of your subscription to download all its Patient data. If, due to extraordinary circumstances, it is not possible to do this within the 30-day period, an extension request must be sent in writing to support@saltlabsystem.co.uk. The Company at its sole discretion allow the request for such extension. If the data is not downloaded within 30 days and no extension has been requested, the Company will not be responsible for maintaining the Client’s Account and shall be entitled to delete the Account and any associated data. Access to the data may be requested in writing after the 30-day period has elapsed, but a fee will be chargeable for retrieval of the data from the servers. All Patient data can be downloaded in Excel sheet format.

14.5 SURVIVAL
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this Agreement will survive and be enforceable after such termination or expiry.

14.6 COSTS OF RETURN OR RESTORATION OF DATA
Any and all costs and expenses associated with the restoration or transfer of data or Confidential Information or both shall be borne by the Client.

15. DISPUTE RESOLUTION

(a) A party claiming that a dispute has arisen under or in connection with this Agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this Agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith.
(d) If the dispute is not resolved within a period of 30 calendar days after the date of the notice, any party may take legal proceedings to resolve the dispute.

16. NOTICES

(a) A notice or other communication to a party under this Agreement must be:
        (i) in writing and in English; and
        (ii) delivered via email to the other party, to the email address specified on the contact page on the App (in case of the Company), and in case of the Client, the email address most regularly used by the Client to correspond regarding the subject matter of this Agreement as at the date of this Agreement (“Email Address”). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:
        (i)24 hours after the email was sent; or
        (ii)when replied to by the other party,
whichever is earlier.

17. GENERAL

17.1 GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of England. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

17.2 AMENDMENTS
This Agreement may only be amended by a signed written agreement between the parties.

17.3 WAIVER
No party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

17.4 SEVERANCE
Any term of this Agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this Agreement is not limited or otherwise affected.

17.5 RIGHTS OF THIRD PARTIES
This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

17.6 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.

17.7 COUNTERPARTS
This Agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this Agreement and all together constitute one agreement.

17.8 COSTS
Except as otherwise provided in this Agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement. Unless otherwise agreed between the parties, the Client shall bear the costs of the on-boarding process of the Solution and the Training provided by the Company.

17.9 INSURANCE
The Company has obtained an appropriate public liability insurance and professional indemnity insurance in an adequate amount with a responsible insurer. A copy of the current insurance policy may be made available to the Client upon a written request.

17.10 ENTIRE AGREEMENT
This Agreement (including the Key Agreement Details) constitute the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this Agreement.
In the event of any inconsistency between this Agreement and the Key Agreement Details, the clauses of this Agreement will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms set out and described as such in any invoice relating to the Clinical Tests) will prevail over the terms of this Agreement to the extent of any inconsistency.

17.11 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (this Agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this Agreement, and a reference to this Agreement includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word “includes” and similar words in any form is not a word of limitation;
(j) (adverse interpretation) no provision of this Agreement will be interpreted adversely to a party because that party was responsible for the preparation of this Agreement or that provision;
(k) (currency) a reference to £, or “pounds”, is to Great Britain currency, unless otherwise agreed in writing; and
(l) (“in writing” or “written”) means communication in writing including by email.

18. DEFINITIONS

Unless otherwise defined in the Key Agreement Details or anywhere else in this Agreement, capitalised terms have the meaning given to them below.