HUMLEY MASTER SUBSCRIPTION AGREEMENT

BY SIGNING A LICENSE ORDER BY EXECUTING AN ORDER FORM THAT RFERENCES THIS AGREEMENT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF OUR SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT USE OUR SERVICES.

Agreed Terms

1.                  Interpretation

The following definitions and rules of interpretation applyin this MSA and any ORDER FORM.

1.1               Definitions

The following definitions and rules of interpretation applyin this MSA and any ORDER FORM.

"Business Day"

"Business  Hours"

“Content”


"Control"


"Customer  Input Material"



"Customer's Systems"


"Customer's  Manager"

"Deliverables"



"Document"


"Holding  Company"

“Humley Group”


“Input Materials”

“Insights”


“Intellectual Property Rights”





“Milestones”

“Operational  Services”


“Pre-existing Materials”


“Reporting”


"Services"


“Special  Condition”

“Order Form”


"subsidiary"

"Supplier's  Manager"

"Third Party Input Material"



"VAT"
a day other than a Saturday, Sunday or public holiday in  England when banks in London are open for business.

the period from 9.00 am to 5.00 pm on any Business Day.

Customer Input Materials and Third Party Input Materials  together with any other text, imagery, video, audio or other materials  created and/or made available to end users as part of the Services.

Shall be as  defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed  accordingly.

All Documents, information and materials provided by the  Customer relating to the Services, including computer programs, data,  reports, sales, branding materials and/or collateral, user guides, website  content (including both images, video, text or other materials),  methodologies and specifications and any in-put materials to be provided  (directly or indirectly) by the Customer and specified in an Order Form.

Any software, equipment, systems or facilities provided  by the Customer and used directly or indirectly in the supply of the Deliverables.

The Customer's manager for the Services appointed under  clause 5.

All Documents, products and materials developed by Humley  or its agents, subcontractors, consultants and employees in relation to the Services  in any form, including computer programs, data, reports and specifications  (including drafts) and the  deliverables specified in an Order Form.

Includes, in addition to any document in writing, any  drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

Has the meaning given in clause 1.6.

Humley together with any ultimate holding company of  Humley and the subsidiaries from time to time of that ultimate holding  company.

Customer Input Materials and Third Party Input Materials  taken together.

The results of analysis other than Reporting by Humley  (whether undertaken by humans or by machine learning, algorithms or other  techniques) on either Input Materials or data collected by or on behalf of  Humley in connection with the Services.

Patents, rights to inventions, copyright and neighbouring  and related rights, trade marks, business names and domain names, rights in  get-up and trade dress, goodwill and the right to sue for passing off or  unfair competition, rights in designs, rights in computer software, database  rights, rights to use, and protect the confidentiality of, confidential  information (including know-how and trade secrets) and all other intellectual  property rights, in each case whether registered or unregistered and  including all applications and rights to apply for and be granted, renewals  or extensions of, and rights to claim priority from, such rights and all  similar or equivalent rights or forms of protection which subsist or will  subsist now or in the future in any part of the world.

A date by which a part of the Services is to be  completed, as set out in an Order Form if applicable.

The deployment of a digital or other service, software or  system or provision thereof or access thereto to the Customer or to end users  of the Customer as defined in the relevant Order Form.

All Documents, information and materials provided by Humley  relating to the Services which existed prior to the commencement of an Order  Form, including methodologies, methods, computer programs, data, reports and  specifications and any pre-existing materials specified in an Order Form.

The provision of factual information around the activity  generated by or recorded within Operational Services relating to the end  users of those Services or the maintenance by the Customer of elements of  those Services.

The services, including without limitation any  Deliverables and Operational Services, to be provided by Humley pursuant to an  Order Form.

A provision in an Order Form stated to be a Special  Condition.

An agreement for the supply of Services describing the Services  and setting out the Services timetable (including any Milestones) and  responsibilities for the provision of the Services agreed in accordance with  clause 3.

Has the meaning given in clause 1.6.

Humley's manager for the Services appointed under clause 4.3  and as set out in an Order Form.

All Documents, information and materials provided by or  sourced (by Humley or the Customer) from third parties used in connection  with the Services, including computer programs, data, reports, sales,  branding materials and/or collateral, user guides, website content (including  both images, video, text or other materials), methodologies and  specifications and any in-put materials to be provided (directly or  indirectly) by the a third party and specified in an Order Form.

Value added tax chargeable under the Value Added Tax Act  1994.
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1.13

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1.15

1.16
Clause, Schedule and paragraph headings shall not affect the interpretation of this MSA or any Order Form.

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

The Order Form forms part of this MSA and shall have effect as if set out in full in the body of this MSA. Any reference to this MSA includes the Order Form.

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

A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

This MSA and any Order Form shall be binding on, and ensure to the benefit of, the parties to this MSA and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

A reference to writing or written includes email.

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

A reference to this MSA or to any other agreement or document referred to in this MSA is a reference to this MSA or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this MSA) from time to time.

References to clauses and Schedules are to the clauses and Schedules of this MSA and references to paragraphs are to paragraphs of the relevant Schedule.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.                   Commencement and Duration

2.1

2.2

2.3
Humley shall carry out the Services from the date specified in the relevant Order Form.

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

This MSA shall continue in force until the latest end date of a Term set out in an Order Form that has itself not been terminated, unless this MSA has been terminated in accordance with clause 11, such termination of this MSA having the consequences set out in clause 12.

3.                   Statements of Work

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3.6


3.7

3.8
This framework agreement governs the overall relationship of the parties in relation to the Services provided by Humley to the Customer and sets out the procedure for the Customer to request the provision of Services from Humley under separate Statements of Work.

Each Order Form shall set out:

3.2.1 an outline of the Services of the services provided; and

3.2.2 the fees, cost recharges or other charging structures (the Charges);

3.2.2 and by way of signatures on behalf of both parties, that it is agreed.

In the case where it is required, Humley shall be entitled to charge for the preparation of all Statements of Work and Change Requests (as set out in clause 6) on a time and materials basis in accordance with clause 7.

A Order Form shall not enter into force, be legally binding or have any other effect unless:

3.4.1 the Order Form has been signed by the authorised representatives of both parties to it; and

3.4.2 as at the date the Order Form is signed, this MSA has not been terminated; save that

3.4.3 should the Customer instruct Humley in writing to commence work in relation to a specific Order Form in advance of that Order Form having been signed, then the draft of that Order Form most recently sent to the Customer shall be deemed to be agreed and in force and Humley shall be entitled to rely upon the terms and scope of work set out therein.

Each Order Form:
3.5.1 shall be entered into by the Customer and Humley; and

3.5.2 forms a separate contract between parties.

Any amendments to this MSA agreed by the Customer and Humley in accordance with clause 15 shall be deemed to apply to all future Order Forms entered into after the date of such amendment.

Once an Order Form has been agreed and signed in accordance with clause 3.2.3, no amendment shall be made to it except in accordance with clause 6 and clause 15.

If there is an inconsistency between any of the provision of this MSA and the provisions of any Order Form, the provisions of this MSA shall prevail save where such provisions in any Order Form are stated to be Special Conditions in which case such Special Conditions shall prevail over this MSA.

4.                   Humley's Responsibilities

4.1

4.2


4.3
Humley shall use reasonable endeavours to manage and complete the Services in accordance with an Order Form in all material respects.

Humley shall use reasonable endeavours to meet any Milestones specified in an Order Form but any such dates shall be estimates only and time for performance by Humley shall not be of the essence of this MSA or any Order Form.

Humley shall appoint Humley's Manager in respect of the Services, who shall have authority under this MSA and any Order Form contractually to bind Humley on all matters relating to the Services.

5.                   Customer's Obligations

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5.2



5.3




5.4
The Customer shall:

5.1.1 co-operate with Humley in all matters relating to the Services and appoint the Customer's Manager in relation to the Services, who shall have the authority contractually to bind the Customer on matters relating to the Services;

5.1.2 provide, for Humley, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's Systems,  Customer Input Data, any other data and facilities as required by Humley or any of them;

5.1.3 provide, in a timely manner, such Input Material and other information as Humley may require, and ensure that it is accurate in all material respects;

5.1.4 inform Humley of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's premises;

5.1.5 ensure that all the Customer's Systems are in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all applicable standards or requirements;

5.1.6 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the use of both Customer and Third Party Input Material and the use of the Customer's Systems, in all cases before the date on which the Operational Services are to start;

5.1.7 comply with any additional responsibilities as set out in the relevant Order Form.

If Humley's performance of its obligations under this MSA or any Order Form is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Humley shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

The Customer shall be liable to pay to Humley, on demand, all reasonable costs, charges or losses sustained or incurred by Humley (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this MSA or any Order Form, subject to Humley confirming such costs, charges and losses to the Customer in writing.

The Customer shall not, without the prior written consent of Humley, at any time from the date of this MSA to the expiry of 12 months after the completion of any of the Services, solicit or entice away from Humley or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Humley in the provision of the Services.

6.                   Change Control



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6.5

6.6

6.7

6.8
If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other party in writing (Change Request).

If Humley originates a Change Request, it shall provide, with the Change Request, written details of the impact which the proposed change will have on:

6.2.1 the Services;

6.2.2 Humley's existing Charges;

6.2.3 the timetable of the Services; and

6.2.4 any of the terms of this MSA and any relevant Order Form.

Humley may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.

If the Customer originates a Change Request, Humley shall, as soon as reasonably practicable after receiving the Change Request, provide a written estimate to the Customer setting out:

6.4.1 the likely time required to implement the proposed change;

6.4.2 details of the impact which the proposed change will have on:

6.4.2.1 the Services;
6.4.2.2 Humley’s existing Charges;
6.4.2.3 the timetable of the Services; and
6.4.2.4 any of the terms of this MSA and any relevant Order Form.

Unless both parties consent to a Change Request, there shall be no change to the Services and any other terms of this MSA and any other relevant Statements of Work.

If both parties consent to a Change Request, it shall be signed by the authorised representatives of both parties, upon which the Change Request becomes a Change Order.

Save as regards a change under clause 6.3, a change to a deployed Operational Service shall require a new Order Form.

Humley may charge for the time it spends on dealing with Change Requests originating from the Customer on a time and materials basis in accordance with clause 7.

7.                   Charges and Payment

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7.9


7.10
In consideration of the provision of the Activities and any related Service(s) by Humley, the Customer shall pay the Charges as set out in an Order Form as calculated in accordance with Schedule 3.

The Order Form shall specify:

7.2.1 whether the Charges shall be on a time and materials basis, a fixed price basis, a gain-sharing or revenue sharing basis or a combination thereof; and

7.2.2 the basis of any Charges relating to the provision of the Operational Service(s) including such items as the costs of utilising third party digital or other services, provision of managed service activities or other ongoing costs of supporting and delivering the Service.

Where the Services are provided on a time and materials basis:

7.3.1 the charges payable for the Services shall be calculated in accordance with Humley's standard daily fee rates, as amended from time to time by Humley giving not less than one month's written notice to the Customer;

7.3.2 Humley's standard daily fee rates for each individual person are calculated on the basis of an eight-hour day, worked between Business Hours on a Business Day;

7.3.3 Humley shall be entitled to charge an overtime rate of 25% of the normal daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 7.3.2;

7.3.4 all charges quoted to the Customer shall be exclusive of VAT, which Humley shall add to its invoices at the appropriate rate;

7.3.5 Humley shall ensure that every individual whom it engages on the Services completes time sheets recording time spent on the Services, and Humley shall use such time sheets to calculate the charges covered by each monthly invoice referred to in clause 7.3.6; and

7.3.6 Humley shall invoice the Customer monthly in arrears for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this clause 7.3 and clause 7.5.7.4

Where the Services are provided for a fixed price:

7.4.1 The total price for the Services shall be the amount set out in the relevant Order Form.

7.4.2 The Customer shall pay the total price to Humley (without deduction or set-off) in instalments, as set out in the relevant Order Form. At the points specified in the relevant Order Form in respect of which an instalment is due, Humley shall invoice the Customer for the Charges that are then payable, together with expenses, the costs of materials (and VAT, where appropriate), calculated as provided in clause 7.6.

Where the Services are provided for a gain-share or revenue share the Order Form shall set out:

7.5.1 The basis on which Humley shall be entitled to bill the Customer;

7.5.2 Any data or Reporting to be used as the basis of such billing;

7.5.3 Any other matters that are required for the clear understanding of the amounts to be billed to the Customer;

7.5.4 Whether VAT shall apply to the amounts to be billed.

Any Charges contained in an Order Form exclude:

7.6.1 the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Humley engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by Humley for the supply of the Services. Such expenses, materials and third party services shall be invoiced by Humley; and

7.6.2 VAT, which Humley shall add to its invoices at the appropriate rate.

The Customer shall pay each invoice submitted to it by Humley, in full and in cleared funds, within 30 days of receipt to a bank account nominated in writing by Humley.

Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Humley on the due date:

7.8.1 the Customer shall pay interest on the overdue amount at the statutory rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and

7.8.2 Humley may suspend all Services until payment has been made in full.

All sums payable to Humley under this MSA or any Order Form shall become due immediately on its termination, despite any other provision. This clause 7.8 is without prejudice to any right to claim for interest under the law, or any such right under this MSA or any Order Form.

All amounts due under this MSA or any Order Form shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.                   Intellectual Property Rights

8.1






8.2
As between the Customer and Humley:

8.1.1 All Intellectual Property Rights in the Customer Input Data and the Reporting shall be owned by the Customer.  The Customer hereby grants a non-exclusive, non-transferrable licence to Humley to use all such rights solely for the purposes of the Services; and

8.1.2 All Intellectual Property Rights and all other rights in the Deliverables, the Pre-existing Materials and the Insights Data shall be owned by Humley. Subject to clause

Humley licenses all such rights to the Customer in accordance with the terms of the relevant Order Form and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services. If this MSA or any Order Form is terminated in accordance with clause 11, this licence will automatically terminate.

The Customer acknowledges that, where Humley does not own any of the Pre-existing Materials, the Customer's use of rights in Pre-existing Materials is conditional on Humley obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Humley to license such rights to the Customer.

9.                   Confidentiality and Humley's Property

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9.4





The Customer undertakes that it shall not at any time disclose to any person technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Humley, its employees, agents, consultants or subcontractors or of any member of the group of companies to which Humley belongs and any other confidential information concerning Humley's business or its products which the Customer may obtain, except as permitted by clause 9.2.1.

The Customer may disclose Humley's confidential information:

9.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this MSA or any Order Form. The Customer shall ensure that its employees, officers, representatives or advisers to whom it discloses Humley's confidential information comply with this clause 9; and

9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

The Customer shall not use Humley's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this MSA or any Order Form.

All materials,, imagery, specifications and data supplied by Humley to the Customer (including Pre-existing Materials and Insights) shall, at all times:

9.4.1 be and remain the exclusive property of Humley;

9.4.2 be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to Humley; and

9.4.3 not be disposed of or used other than in accordance with Humley's written instructions or authorisation.

10.                 Limitation of Liability

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10.5
Nothing in this MSA or any Order Form shall limit or exclude Humley's liability for:

10.1.1 death or personal injury caused by its negligence;

10.1.2 fraud or fraudulent misrepresentation; or

10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

Subject to clause 10.1, Humley shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this MSA or any Order Form for:

10.2.1 loss of profits;

10.2.2 loss of sales or business;

10.2.3 loss of agreements or contracts;

10.2.4 loss of anticipated savings;

10.2.5 loss of or damage to goodwill;

10.2.6 loss of use or corruption of software, data or information; and

10.2.7 any indirect or consequential loss.

Subject to clause 10.1, Humley's total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this MSA or any Order Form shall be limited to the charges actually paid by the Customer for the Services under the relevant Order Form in relation to which such liability has arisen.

The Customer acknowledges that the Services are provided solely for the benefit of the Customer and the Customer hereby indemnifies and shall keep Humley fully and effectively indemnified against all costs, claims, expenses and liabilities of whatever nature arising out of or in connection with the reliance by any third party on the Services, the Deliverables or any of them.

The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this MSA and any Order Form.

11.                 Termination of MSA

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11.2

Without affecting any other right or remedy available to it, either party may terminate this MSA with immediate effect by giving written notice to the other party if:

11.1.1 the other party commits a material breach of any term of this MSA which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

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

11.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

11.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

11.1.5 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

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

11.1.7 a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

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

11.1.9 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1.2 to clause 11.1.8 (inclusive); or

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

Without affecting any other right or remedy available to it, Humley may terminate this MSA with immediate effect by giving written notice to the Customer if:

11.2.1 the Customer fails to pay any amount due under or in connection with this MSA or any Order Form on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or

11.2.2 there is a change of Control of the Customer.

12.                 Consequences of Termination of MSA

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12.4

On termination (or expiry) of this MSA, howsoever arising, each Order Form then in force at the date of such termination shall continue in full force and effect for the remainder of the term of such Order Form, and the provisions of this MSA shall continue to be incorporated into such Order Form, unless it is terminated earlier in accordance with the terms of such Order Form.

The termination of any Order Form shall not affect any other Order Form or this framework agreement.

On termination or expiry of this MSA the following clauses shall continue in force: clause 8 (Intellectual property rights), clause 9 (Confidentiality and Humley's property), clause 10 (Limitation of liability), clause 24 (Conflict), clause 24 (Governing law) and clause 25 (Jurisdiction).

Termination or expiry of this MSA shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this MSA which existed at or before the date of termination or expiry.

13.                 Termination of Order Form

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13.2

Without affecting any other right or remedy available to it, either party to an Order Form may terminate it with immediate effect by giving written notice to the other party if:

13.1.1 the other party commits a material breach of any other term of the Order Form which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

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

13.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

13.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

13.1.5 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

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

13.1.7 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

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

13.1.9 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraph 13.1.2 to paragraph 13.1.8 (inclusive); or

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

Without affecting any other right or remedy available to it, Humley may terminate an Order Form with immediate effect by giving written notice to the Customer if:

13.2.1 the Customer fails to pay any amount due under or in connection with the MSA or any current Order Form on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or

13.2.2 there is a change of Control of the Customer.

14.                 Consequences of Termination and Expiry of Order Form

14.1

14.2
Termination or expiry of an individual Order Form shall not affect any other Order Form or work made pursuant to the MSA, or the MSA.

On termination or expiry of an Order Form any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of an Order Form which existed at or before the date of termination shall not be affected.

15.                 Force Majeure

15.1





















15.2



15.3


15.4






15.5


15.6
1Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

15.1.1 acts of God, flood, drought, earthquake or other natural disaster;  

15.1.2 epidemic or pandemic;  

15.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;  

15.1.4 nuclear, chemical or biological contamination or sonic boom;  

15.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;  

15.1.6 collapse of buildings, fire, explosion or accident;

15.1.7 any labour or trade dispute, strikes, industrial action or lockouts;

15.1.8 non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and

15.1.9 interruption or failure of utility service.

Provided it has complied with clause 13.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this MSA or any Order Form by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this MSA or such Order Form or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

The Affected Party shall:

15.4.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

15.4.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 90 days, the party not affected by the Force Majeure Event may terminate this MSA and/or the relevant Order Form by giving not less than 30 written notice to the Affected Party.

If the Force Majeure Event prevails for a continuous period of more than 6 months, either party may terminate this MSA and/or the relevant Order Form by giving 30 days' written notice to all the other party. On the expiry of this notice period, this MSA and/or the relevant Order Form will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this MSA and/or the relevant Order Form occurring prior to such termination.

16.                 Assignment and Other Details

16.1


16.2
This MSA and any Order Form is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this MSA or any Order Form.

Humley may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this MSA and/or any Order Form.

17.                 Variation

17.1
Subject to clause 6, no variation of this MSA or any Order Form shall be effective unless it is inwriting and signed by the parties (or their authorised representatives).

18.                 Waiver

18.1


18.2
A waiver of any right or remedy under this MSA or any Order Form or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

A failure or delay by a party to exercise any right or remedy provided under this MSA or any Order Form or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this MSA or any Order Form or by law shall prevent or restrict the further exercise of that or any other right or remedy.

19.                 Rights and Remedies

19.1
The rights and remedies provided under this MSA are in addition to, and not exclusive of, any rights or remedies provided by law.

20.                 Severance

20.1



20.2
If any provision or part-provision of this MSA or any Order Form is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this MSA or any Order Form.

If [one party gives notice to the other of the possibility that] any provision or part-provision of this MSA or any Order Form is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

21.                 Entire Agreement

21.1



21.2
This MSA and any Order Form constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this MSA or any Order Form. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this MSA or any Order Form.

22.                 No Partnerships or Agency

22.1



22.2
Unless otherwise expressly stated in an Order Form, nothing in this MSA or any Order Form is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

23.                 Third Party Rights

23.1
No one other than a party to this MSA or the relevant Order Form, their successors and permitted assignees, shall have any right to enforce any of its terms.

24.                 Notices

24.1






24.2








24.3
Any notice given to a party under or in connection with this MSA or any Order Form shall be in writing and shall be:

24.1.1 delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

24.1.2 sent by email to the address specified in the relevant Order Form.

Any notice shall be deemed to have been received:

24.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

24.2.2 if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service.

24.2.3 if sent by email, at 9.00am on the next Business Day after transmission.

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

25.                 Counterparts

25.1

This MSA and any Order Form may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

26.                 Governing Law

26.1

This MSA, any Order Form and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

27.                 Jurisdiction

27.1
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this MSA or any Order Form or its subject matter or formation.

28.                 Marketing

28.1






28.2
Unless you have opted out of direct marketing communications (e.g. told us not to start them or told us to stop them), you acknowledge and agree that we may use personal data (such as an employee’s telephone and email address associated with the organisation) to provide direct marketing communications to you which may be of interest, based on the individual recipient’s use of the Services or areas of interest. Direct marketing communications include telephone, email, and other forms of electronic communication. We track whether marketing emails are opened and whether links in the emails are clicked on. Please be assured, in accordance with GDPR regulations, we will not collect or send marketing communications to employee’s personal email addresses and will only use contact details we collect as controller which relate to our ongoing business with your organisation.

How to opt out of direct marketing. If you or your staff prefer not to receive direct marketing from us, please tell the caller, click on the ‘unsubscribe’ button in the relevant communication (to stop email marketing only) or contact us at sales@humley.com. It may take up to one week for your preferences to be updated across our systems.

29.                 Publicity

29.1
Humley may use your name and logo in its customer list (e.g., online and in presentations) in a manner that does not suggest endorsement. Other than the above, neither party shall make any public statement about this Agreement or the relationship of the parties governed by this Agreement without the other party’s prior written consent. Consent not to be unreasonably withheld or delayed.

THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF IT.