Ouvora – Conditions

Agreed terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in the Contract:

Access Cards: Ouvora’s access cards that are provided to the Customer by Ouvora, that the Customer may distribute to its Authorised Users to facilitate their access to the Customer’s Portal.

Access Card Fees: the fees (if any) payable by the Customer to Ouvora for Access Cards.

Additional Order Forms: any additional order forms entered into between the parties in accordance with clause 2.2 (c).

AI: artificial intelligence (including any machine learning, neural network, deep learning or predictive analytics software programs and any derivatives or variations of such programs, and including any associated parameters, vectors and weights).

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, the Software and the Documentation via an Access Card or otherwise, as further described in clause 3 and clause 4, excluding any Third Party Users.

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

Conditions: these terms and conditions from clause 1 (Interpretation) to clause 25 (Jurisdiction).

Confidential Information: has the meaning given to it in clause 11.1.

Contract: the contract between the Customer and Ouvora for the supply of the Services and the provision of the Access Cards in accordance with any Order Forms, and these Conditions (including Ouvora DPA) as may be amended from time to time in accordance with the Contract.

Contract Year: a 12 month period commencing on the Effective Date or any anniversary of it.

Customer: the person that uses the Services having agreed to pay Ouvora the Subscription Fees and the Set-up Fee when due under the Contract and is designated as the “Customer” in the Initial Order Form.

Customer Data: the data inputted by the Customer, Authorised Users, or Ouvora on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services, including any links to websites (whether owned or controlled by the Customer or a third party) and the data contained in or available through such websites, excluding any Third Party User Data.

Customer’s Portal: the external facing functionality of the Services and the Software accessible to Third Party Users via an Access Card, QR code or direct web link which contains, amongst other things (as may be selected and/or customised by the Customer in accordance with the Contract), the Customer’s details, a description of the Customer’s services, and, if applicable, an AI conversation tool that interacts with Third Party Users, as further described in the Documentation.

Delivery Address: the address for delivery of the Access Cards, as set out in the relevant Order Form.

Documentation: the document(s) and other materials made available to the Customer by Ouvora online via https://goouvora.com/help or such other web address notified by Ouvora to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: the date that is described in the Initial Order Form as the “Effective Date.”

Estimated Delivery Date: has the meaning given to it in clause 4.1(b).

Feedback Data: all suggestions, reviews, comments (whether oral or in writing) regarding or connected to the Services, the Software, the Access Cards and/or the Documentation, provided by or on behalf of the Customer, including by any of the Authorised Users, from time to time.

Initial Delivery Date: the date that the Access Cards corresponding to the Initial Order Form are delivered to the Customer.

Initial Order Form: Ouvora’s initial order form which identifies, amongst other things, the Services, the Subscription Fees and the Initial Subscription Term, and which is the basis for any additional orders between the Customer and Ouvora in accordance with any Additional Order Forms.

Initial Subscription Term: the period specified as the “Initial Subscription Term” in the Initial Order Form, such period commencing at the expiry of the Set-up Period in accordance with clause 2.1.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.

Module: the features of the Software (as further described in the Documentation), as set out in the relevant Order Form, as may vary in accordance with clause 2.

Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

Order Form: as applicable, the Initial Order Form and any Additional Order Forms.

Ouvora: OUVORA LTD, incorporated and registered in England and Wales with company number 17341259 whose registered office is at 572 Inglemire Lane, Hull, England, HU6 8SH.

Ouvora DPA: Ouvora’s Data Processing Agreement made available to the Customer by Ouvora online linked to here as amended from time to time in accordance with the Contract.

Platform: Ouvora’s infrastructure and cloud computing platform and runtime environment, as more particularly described in the Documentation.

Portal Activation Date: the date, determined by UK local time, on which Ouvora makes the Customer’s Portal available for live use and marks it as live. Ouvora will send the Customer an email confirming that the Portal is ready and stating the date of the first recurring subscription charge. The date of the Customer’s login or account activation does not determine this date. An internal readiness status, test or demonstration alone does not constitute activation.

Provider: any provider of backbone software (including AI models and the infrastructure to operate them, and any computer software used by Ouvora to support and/or operate the Platform) to Ouvora, enabling Ouvora to provide the Services and make available the Software. Providers may include Base44, Google, Stripe, Resend, OpenAI, PostHog, PureSMS, Twilio, ElevenLabs and Telnyx, depending on the Services supplied and integrations enabled. The applicable Sub-Processors and processing safeguards are addressed in Ouvora DPA.

Provider Unavailability: any downtime or unavailability of any Provider to provide its services to Ouvora.

Services: the subscription services for the provision of access to and use of the Software as more particularly described in the Documentation.

Set-up Fee: the initial fee for the set-up of the Services and the Software, as indicated on the Initial Order Form.

Set-up Period: the period from the Effective Date up to, but excluding, the date one calendar month after the Portal Activation Date. If the following month has no corresponding day, that date is the last day of that month. Delivery of Access Cards does not determine or delay the expiry of the Set-up Period.

Software: the Platform, the online software applications provided by Ouvora as part of the Services and Ouvora’s software program contained within any Access Card, including any amendments, updates, modifications, new versions and new releases made to the same.

Software Generated Data: any information, data or content generated, extracted or otherwise output to the Customer, any Authorised User and/or any Third Party User by the Services and the Software whether in response to (and such equivalent terms) Customer Data and/or Third Party User Data or otherwise (such as any reports or lead tracking data), excluding any Usage Data.

Subscription: the subscription purchased by the Customer from Ouvora which entitles the Customer to use the Services and the Software in accordance with the Contract with the applicable Modules as may be specified in any Order Form.

Subscription Fees: the subscription fees payable by the Customer to Ouvora for the Subscription, together with any Access Card Fees, as set out in any Order Form, as each may be changed in accordance with clause 2 or clause 10.7.

Term: has the meaning given in clause 2.1 (being the Set-up Period, the Initial Subscription Term together with any subsequent Renewal Periods).

Third Party Software: the software programs proprietary to third parties which are provided to the Customer in connection with the Contract including any amendments, updates, modifications, new versions and new releases made to the same

Third Party User: any person that accesses the Customer’s Portal via an Access Card, QR code or direct web link other than an Authorised User.

Third Party User Data: any data inputted or uploaded by a Third Party User to the Customer’s Portal from time to time.

Usage Data: any information and/or data pertaining to how the Customer and/or its Authorised Users and/or any Third Party Users use, interact with or otherwise employ the Services and/or the Software that is not output to the Customer but is collected by the Software when it is used by the Customer and/or any Authorised User and/or any Third Party User at any time during the Term, which Ouvora and/or any Provider may track or otherwise collect from the Customer and/or its Authorised Users and/or any Third Party Users.

VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar additional tax or any other similar turnover, sales or purchase tax or duty levied in any other jurisdiction.

Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of Customer Data and/or the Services, and the term Vulnerabilities shall be interpreted accordingly.

1.2 Clause headings shall not affect the interpretation of these Conditions.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

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

1.5 Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.

1.6 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 legislation or a legislative provision includes all subordinate legislation made from time to time under that legislation or legislative provision.

1.7 A reference to writing or written includes email.

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

1.9 References to clauses are to the clauses of these Conditions.

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

2. Commencement and order process

2.1 The Contract shall, unless otherwise terminated in accordance with its terms, commence on the Effective Date and shall continue for the Set-up Period, the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods equal in length to the Initial Subscription Term (each a Renewal Period) unless either party notifies the other party of termination, in writing, at least 14 days before the end of the Initial Subscription Term or Renewal Period, as the case may be. The Set-up Period, the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Term.

2.2 The Customer may at any time:

(a) change its Subscription to one which offers additional Modules beyond its current Subscription;

(b) and/or purchase additional Access Cards,

by entering into an Additional Order Form with Ouvora that is agreed between the parties. Each Additional Order Form (and, for the avoidance of doubt, the Initial Order Form), will refer to and be subject to these Conditions and form part of the Contract. Each Order Form forms part of the Contract and is not a separate contract.

2.3 Where the parties enter into an Additional Order Form:

(a) Ouvora shall make available the additional Modules and/or Access Cards from the date that the Additional Order Form is executed. Such Access Cards shall be provided in accordance with clause 4 and paid for by the Customer in accordance with clause 10.4(b); and

(b) the Subscription Fees payable by the Customer to Ouvora in accordance with clause 10 shall increase pro-rata to the level of the relevant Subscription Fees specified in the Additional Order Form for the remainder of the Initial Subscription Term or any Renewal Period, as the case may be, and such increase shall apply for the remainder of the Term unless the Customer subsequently changes its Subscription in accordance with this clause 2.

2.4 The Customer may not change its Subscription to one which offers fewer Modules than its current Subscription until the expiry of the Initial Subscription Term or Renewal Period.

2.5 The Customer shall not be entitled to any refund, rebate or discount from Ouvora as a result of changing its Subscription.

2.6 Ouvora shall be entitled to modify the available Modules (or discontinue any Module) on not less than 30 days’ written notice before the expiry of the Initial Subscription Term or the relevant Renewal Period.

2.7 If there is an inconsistency between any of the provisions of these Conditions and the provisions of any Order Form, the provisions of these Conditions shall prevail.

3. Access rights

3.1 Subject to the Customer:

(a) paying the Subscription Fees and the Set-up Fee when due under clause 10;

(b) complying with the restrictions set out in this clause 3 and the other terms and conditions of the Contract,

Ouvora hereby grants to the Customer:

(i) a non-exclusive, non-transferable right and licence to access and permit its Authorised Users to access and use the Services, the Software and the Documentation; and

(ii) a non-exclusive, non-transferable right and licence to access and permit the Third Party Users to access and use the Services and the Software solely via the Customer’s Portal,

without prejudice to clause 4.3, during the Term.

3.2 In relation to the Authorised Users:

(a) the Customer shall permit its Authorised Users to access the Services and/or the Software via an individual user account and password generated by Ouvora and supplied to the Customer promptly following the Effective Date and at such other relevant times during the Term;

(b) the Customer undertakes that:

(i) it and its Authorised Users shall keep the user account and password details confidential; and

(ii) it will not allow or suffer any user account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services, the Software and/or the Documentation.

3.3 The Customer shall not and shall procure that its Authorised Users shall not:

(a) access, store, upload, distribute or transmit any Viruses or any material (including Customer Data) during the course of its use of the Services that:

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

(ii) facilitates illegal activity;

(iii) depicts sexually explicit images;

(iv) promotes unlawful violence;

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

(vi) is otherwise illegal or causes damage or injury to any person or property;

and Ouvora reserves the right, without liability to the Customer and without prejudice to its other rights, to disable the Customer’s access to use the Services and/or the Software in the event that the Customer or any Authorised User breaches the provisions of this clause 3.3.

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

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

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

(c) access all or any part of the Services, the Software and the Documentation in order to build a product or service which competes with the Services, the Software and/or the Documentation; or

(d) use the Services, the Software and/or Documentation to provide services to third parties; or

(e) subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, the Software and/or Documentation available to any third party except the Authorised Users or Third Party Users, or

(f) attempt to obtain, or assist third parties in obtaining, access to the Services, the Software and/or Documentation, other than as provided under the Contract; or

(g) introduce, or permit the introduction of, any Virus or Vulnerability into the Services, the Software or Ouvora's network and information systems (including the Platform).

3.4 Without prejudice to clause 4.2(a), the Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Ouvora.

3.5 Where the Customer is a company, the rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

4. Set-Up Period, Access Cards and Third Party Users

4.1 As applicable, in respect of any Access Cards:

(a) Ouvora shall supply Access Cards to the Customer following the commencement of an Order Form in the amount stated in the relevant Order Form in accordance with this clause 4.1;

(b) after entering into the relevant Order Form, Ouvora shall as soon as practicable inform the Customer of Ouvora’s estimated delivery date for the relevant Access Cards (the Estimated Delivery Date);

(c) Ouvora shall endeavour to deliver the relevant Access Cards to the Delivery Address on the relevant Estimated Delivery Date. Estimated Delivery Dates are approximate only. The time of delivery is not of the essence;

(d) if 10 Business Days after the day on which Ouvora attempted to make delivery of the relevant Access Cards the Customer has not taken delivery of those Access Cards, Ouvora may electronically wipe and subsequently resell or otherwise dispose of part or all of the relevant Access Cards;

(e) title to the relevant Access Cards shall only pass to the Customer once Ouvora receives the Set-up Fees and, where applicable, the corresponding Access Card Fees for them. Risk shall pass on delivery to the Customer at the Delivery Address;

(f) Ouvora warrants that, for a period of 12 months from the date of delivery, the Access Cards shall conform in all material respects with their description, be free from material defects in design, material and workmanship; and be fit for any purpose held out by Ouvora;

(g) If any Access Cards do not conform with the warranty given by Ouvora in clause 4.1(f) as a result of an act or omission of Ouvora, Ouvora shall, at its option, repair or replace any Access Cards that are found to be defective, or refund the Access Card Fees in full. Ouvora’s only liability to the Customer if the Access Cards fail to comply with the warranties in clause 4.1(f) is set out in this clause 4.1(g); and

(h) the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

4.2 In respect of any Third Party Users:

(a) the Third Party Users may only access the Services and the Software via the Customer’s Portal using an Access Card, QR code or direct web link. For the avoidance of doubt, nothing in the Contract shall oblige Ouvora to take any action or refrain from taking any action in respect of any Third Party Users;

(b) Ouvora has no responsibility for and shall not be liable to the Customer in respect of:

(i) any act or omission of a Third Party User; or

(ii) any Third Party User Data;

(c) the Customer shall notify Ouvora as soon as practicable after becoming aware of any Third Party User Data that contains any material described in clause 3.3(a)(i) to clause 3.3(a)(vi) (inclusive). The Customer acknowledges and agrees that where Ouvora becomes aware of such Third Party User Data (whether as a result of the Customer’s notice or otherwise), Ouvora may without liability to the Customer take any action in respect of such Third Party User Data as it deems fit, including:

(i) the deletion of the relevant Third Party User Data; and

(ii) the suspension or blocking of the relevant Access Card which may be in the possession or control of the relevant Third Party User.

4.3 In respect of the Set-up Period, the Customer acknowledges and agrees that:

(a) before the Portal Activation Date the Customer and its Authorised Users may have partial and/or incomplete access to the Services and the Software whilst the instance of the Software (including the Customer’s Portal) relevant to the Customer is being set up by Ouvora; and

(b) from the Portal Activation Date, the Customer, Authorised Users and Third Party Users may use the live Services available to them under the Contract, including the Customer’s Portal, subject to clause 5. Access does not depend on delivery of Access Cards or expiry of the Set-up Period.

5. Services

5.1 Ouvora shall provide the Services and make available the Documentation to the Customer on and subject to the terms of the Contract.

5.2 Ouvora shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time;

(b) unscheduled maintenance performed outside Normal Business Hours, provided that Ouvora has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance; and

5.3 Ouvora shall use reasonable endeavours to notify the Customer of any Provider Unavailability in advance.

5.4 Where the Customer enables the payments functionality of the Services, the Customer may use the Services to request and take payments from Third Party Users for the Customer’s own goods and services, including booking deposits and payments against quotes (Customer Payments). In respect of Customer Payments:

(a) Customer Payments are processed by Stripe Payments UK, Ltd. and its affiliates (Stripe) through a Stripe account opened in the Customer’s own name. The Customer shall accept and comply with Stripe’s applicable terms (including the Stripe Connected Account Agreement), which form a separate agreement between the Customer and Stripe to which Ouvora is not a party;

(b) the Customer is the seller and merchant of record for all Customer Payments. Customer Payments are paid into the Customer’s Stripe account and are not received or held by Ouvora. Ouvora does not charge any commission or application fee on Customer Payments. Any fees charged by Stripe are payable by the Customer to Stripe;

(c) the Customer is solely responsible for its prices, deposit, cancellation and refund terms, for providing Third Party Users with any information required by law, for handling refunds, chargebacks and disputes, and for complying with all laws that apply to the sale of its goods and services, including consumer protection law;

(d) Stripe is a Provider for the purposes of the Contract. Ouvora does not guarantee that Stripe will approve, maintain or continue to make available the Customer’s Stripe account and shall have no liability for any act or omission of Stripe, including any suspension, delay or withholding of Customer Payments; and

(e) Ouvora may suspend the payments functionality without liability where required by Stripe or by law, or where Ouvora reasonably suspects fraudulent or unlawful use. Personal Data processed in connection with Customer Payments is addressed in Ouvora DPA.

6. Data protection

Both parties shall comply with Ouvora DPA in connection with Ouvora’s processing of any personal data on the Customer’s behalf, and Ouvora DPA is hereby incorporated into the Contract by reference.

7. Intellectual Property Rights

7.1 In respect of the Services, the Software and the Documentation:

(a) the Customer acknowledges and agrees that Ouvora and/or its licensors own all Intellectual Property Rights in the Services, the Software and the Documentation including as a result of any development, design and/or integration work that Ouvora and/or its duly authorised contractors or agents may carry out for the Customer and including where any elements of such products were developed as a result of or using the Feedback Data, Usage Data or the Customer’s ideas, suggestions or other feedback supplied by the Customer and/or its Authorised Users. Except as expressly stated herein, the Contract does not grant the Customer any rights to, under or in, any Intellectual Property Rights in respect of the Services, the Software and/or the Documentation;

(b) if a court of competent jurisdiction determines that the Customer has any Intellectual Property Rights in the Services, the Software and/or the Documentation, the Customer hereby assigns (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights with full title guarantee to Ouvora;

(c) the Customer shall do and execute, and/or arrange for the doing and executing of, each necessary act, document and thing that Ouvora may consider necessary or desirable to perfect the right, title and interest of Ouvora and/or its licensors in and to the Intellectual Property Rights in the Services, the Software and/or the Documentation; and

(d) the Customer shall use reasonable endeavours to prevent any infringement of the Intellectual Property Rights in the Services, the Software and/or the Documentation and shall promptly report to Ouvora any such infringement that comes to its attention. In particular, the Customer shall ensure that each Authorised User, before starting to use the Services, is made aware that the Services, the Software and the Documentation are proprietary to Ouvora or third parties and that they may only be used in accordance with the Contract.

7.2 In respect of the Customer Data:

(a) the parties acknowledge and agree that the Customer and/or its licensors own any and all Intellectual Property Rights in the Customer Data;

(b) the Customer hereby grants Ouvora, or shall procure the direct grant to Ouvora of, a fully paid up, worldwide, non-exclusive, royalty-free licence in any and all Intellectual Property Rights in the Customer Data during the Term to use, copy and/or otherwise utilise the Customer Data to perform the Services and make available the Software to the Customer on the terms of the Contract;

(i) shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all the Customer Data;

(ii) warrants that the receipt and use of the Customer Data by Ouvora shall not infringe the rights, including any Intellectual Property Rights, of any third party; and

(iii) shall indemnify Ouvora in full against all liabilities, claims, actions, proceedings, demands, costs expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and other professional costs and expenses) brought against, suffered or incurred by Ouvora arising out of, or in connection with, Ouvora’s use of the Customer Data.

7.3 Without prejudice to clause 7.1, in respect of the Software Generated Data:

(a) subject to clause 7.3(c), the parties acknowledge and agree that all rights, title and interest in and to any Intellectual Property Rights in the Software Generated Data shall, at the Effective Date, or (if later) on creation of the rights, vest in and belong to the Customer and/or its licensors. Ouvora hereby assigns (by way of present and, where appropriate, future assignment) all its Intellectual Property Rights in the Software Generated Data to the Customer;

(b) the Customer grants to Ouvora a fully paid-up, worldwide, non-exclusive, royalty-free licence in any and all Intellectual Property Rights in the Software Generated Data during the Term to use, copy and/or otherwise utilise the Software Generated Data to perform the Services and make available the Software to the Customer on the terms of the Contract; and

(c) Software Generated Data may be the same as or similar to the output provided to Ouvora’s other customers. The Customer shall not and shall ensure that its successors and assignees shall not assert any rights over such outputs and the Customer further agrees that its rights to Software Generated Data pursuant to clause 7.3(a) in the context of AI generated output are provided to the Customer on this basis.

7.4 In respect of the Usage Data and the Feedback Data:

(a) the parties acknowledge and agree that all rights, title and interest in and to any Intellectual Property Rights in the Usage Data and/or the Feedback Data shall, at the Effective Date or (if later) on creation of the rights, vest in and belong to Ouvora. The Customer hereby assigns (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights with full title guarantee to Ouvora (and such Intellectual Property Rights may subsequently subsist in the Intellectual Property Rights within the Services, the Software and/or the Documentation);

(b) the Customer hereby waives all rights to be compensated or seek compensation for the Feedback Data and/or the Usage Data; and

(c) Usage Data and Feedback Data, even if marked confidential, will not create any confidentiality obligations on Ouvora unless Ouvora has otherwise agreed in writing.

7.5 This clause 7 shall remain in full force and effect in the event of any termination of the Contract.

8. Ouvora's obligations

8.1 Ouvora shall perform the Services and make available the Software substantially in accordance with the Documentation and with reasonable skill and care.

8.2 Ouvora's obligations at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services and/or the Software contrary to Ouvora's instructions, or modification or alteration of the Services by any party other than Ouvora or Ouvora's duly authorised contractors or agents. If the Services and/or the Software do not conform with the terms of clause 8.1, Ouvora will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.

8.3 Ouvora:

(a) does not warrant that:

(i) the Customer's use of the Services will be uninterrupted or error-free;

(ii) the Services, the Software and the Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;

(iii) the Software or the Services will be free from Vulnerabilities or Viruses;

(iv) any AI underpinning the Services or the Software has been trained for any specific use by the Customer; or

(v) any Software Generated Data will be unique, complete or accurate;

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and

8.4 The Contract shall not prevent Ouvora from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.

8.5 Ouvora warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.

9. Customer's obligations

9.1 The Customer shall:

(a) provide Ouvora with:

(i) all necessary co-operation in relation to the Contract; and

(ii) all necessary access to such information as may be required by Ouvora;

in order to provide the Services, including Customer Data, security access information and configuration services;

(b) without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract;

(d) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with the Contract and shall be responsible for any Authorised User's breach of the Contract;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Ouvora, its contractors and agents to perform their obligations under the Contract, including the Services;

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

(g) be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Ouvora's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and

(h) where any part of the Services and/or the Software is comprised of an AI, maintain direct human oversight in respect of its, the Authorised Users and/or any Third Party User’s use of the Services and the Software.

9.2 The Customer shall indemnify Ouvora in full against all liabilities, claims, actions, proceedings, demands, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and other professional costs and expenses) brought against, suffered or incurred by Ouvora arising out of or in connection with the Customer’s use of the Services, the Software and/or the Documentation, save to the extent that such liabilities, claims, actions, proceedings, demands, costs, expenses, damages and losses arose as a result of Ouvora’s wrongful acts or omissions.

9.3 The Customer acknowledges and agrees, where any part of the Services and/or the Software is comprised of an AI:

(a) that the Services, the Software and any Software Generated Data are suggestive and predictive in nature;

(b) to review the accuracy, completeness and correctness of all Software Generated Data and be solely responsible for the accuracy, completeness and correctness of Software Generated Data, including when any Software Generated Data is used or relied on by the Customer, the Authorised Users and/or the Third Party Users in any circumstance;

(d) that the statements in clause 9.3(a) to clause 9.3(c) (inclusive) are inclusive of the Services, the Software and the Documentation as a whole and are not solely in respect of the Software Generated Data but are also in respect of any information generated or derived by the Services, the Software and the Documentation.

9.4 If Ouvora’s performance of its obligations under the Contract is prevented or delayed as a result of any breach of the Contract by (or any other wrongful act or omission of) the Customer or any of its personnel, agents, consultants or other suppliers (Customer Cause), Ouvora shall not be liable for any delay or non-performance of the Services and/or provision of the Software arising out of or otherwise attributable to the Customer Cause, and, without prejudice to any other right or remedy it may have, Ouvora shall be:

(a) allowed an extension of time to perform its obligations equal to the delay caused by the Customer Cause; and/or

(b) entitled to the payment of any sums despite its performance being prevented or delayed.

10. Charges and payment

10.1 The Customer shall pay the Set-up Fee and the Subscription Fees to Ouvora in accordance with this clause 10.

10.2 Ouvora shall on the Effective Date invoice the Customer for the Set-up Fee in advance.

10.3 Ouvora shall invoice the Customer for the relevant Subscription Fees in advance at the commencement of the Initial Subscription Term and each Renewal Period. The first recurring subscription charge under the Initial Order Form is due one calendar month after the Portal Activation Date, calculated in accordance with the definition of Set-up Period. No recurring subscription charge under the Initial Order Form accrues before that date. For a monthly Subscription, recurring charges are then payable monthly in advance. Delivery of Access Cards does not trigger, postpone or reset this billing schedule. The Set-up Fee, Access Card Fees and any separately agreed add-on or usage charges remain payable as agreed.

10.4 Ouvora shall invoice the Customer in advance for any:

(a) pro-rata increase in Subscription Fees where the Customer and Ouvora have entered into an Additional Order Form part way through the Initial Subscription Term or any Renewal Period in accordance with clause 2; and/or

(b) Access Card Fees for additional Access Cards where the Customer and Ouvora have entered into an Additional Order Form,

on the date that the Additional Order Form is entered into.

10.5 If the Customer fails to make any payment due to Ouvora under the Contract by the due date for payment, then, without limiting Ouvora’s remedies elsewhere under the Contract or in law:

(a) the Customer shall pay interest on the overdue amount at a monthly rate of 1.5%. 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

(b) Ouvora may, without liability to the Customer, disable the Customer’s and the Authorised Users’ passwords, accounts and access to all or part of the Services (including the Third Party Users’ access to the Customer’s Portal) and Ouvora shall be under no obligation to provide any or all of the Services while the relevant payments due remain unpaid.

10.6 All amounts and fees stated or referred to in the Contract:

(a) shall be payable in pounds sterling;

(b) are non-cancellable and non-refundable; and

10.7 Ouvora shall be entitled to increase the Subscription Fees for the Customer’s Subscription for the Services, the Software and the Documentation provisioned under any Order Form at the start of any Renewal Period upon not less than 70 days’ written notice to the Customer (and the relevant Order Form shall be deemed by the parties to have been amended accordingly on the date such price increase takes effect in accordance with this clause 10.7).

11. Confidentiality

11.1 Without prejudice to clause 11.3, Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party's Representatives whether before or after the Effective Date in connection with the Contract, including any information that would be regarded as confidential by a reasonable businessperson relating to:

(a) the business, assets, affairs, customers, clients, suppliers, or plans, intentions or market opportunities of the disclosing party; and/or

(b) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party.

11.2 Representatives means, in relation to a party, its employees, officers, representatives, contractors, subcontractors and advisers (including, in the case of the Customer, its Authorised Users).

11.3 The provisions of this clause 11 shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 11);

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;

(d) the parties agree in writing is not confidential or may be disclosed; and/or

(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

11.4 During the Term and for a period of seven years after termination or expiry of the Contract (howsoever caused), each party shall keep the other party's Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract (Permitted Purpose); or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

11.5 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

11.6 Nothing in this clause 11 shall prevent any person from:

(a) reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution;

(b) doing or saying anything that is required by any regulator, ombudsman or supervisory authority

(c) whether required by law or not, making a disclosure to, or co-operating with any investigation by, any regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing);

(d) complying with an order from a court or tribunal to disclose or give evidence; and/or

(e) making a proper disclosure about the Contract or circumstances surrounding the Contract to professional advisers, such as legal or tax advisors and/or medical professionals and counsellors, who are bound by a duty of confidentiality.

11.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in the Contract are granted to the other party, or to be implied from the Contract. No party makes any express or implied warranty or representation concerning its Confidential Information

11.8 Unless the Customer requests otherwise in writing, Ouvora may include the Customer’s name and logo in its marketing materials and on its website.

11.9 This clause 11 shall remain in full force and effect in the event of any termination of the Contract.

12. Limitation of liability

12.1 The following definitions apply in this clause 12 and in the Contract:

(a) liability: every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and

(b) default: any act or omission resulting in one party incurring liability to the other.

12.2 The Customer assumes sole responsibility for results obtained from the use of the Services, the Software and the Documentation by the Customer, and for conclusions drawn from such use. Ouvora shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Ouvora by the Customer in connection with the Services and the Software, or any actions taken by Ouvora at the Customer's direction.

12.3 Except as expressly and specifically provided in the Contract:

(a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and

(b) the Services, the Software and the Documentation are provided to the Customer on an "as is" basis.

12.4 Nothing in the Contract limits or excludes the liability of Ouvora that cannot be legally limited or excluded, including:

(a) for death or personal injury caused by Ouvora's negligence; or

(b) for fraud or fraudulent misrepresentation.

12.5 Subject to clause 12.2 and clause 12.4:

(a) Ouvora shall have no liability for any:

(i) loss of profits,

(ii) loss of business,

(iii) wasted expenditure,

(iv) depletion of goodwill and/or similar losses,

(v) loss or corruption of data or information, or

(vi) any special, indirect or consequential loss, costs, damages, charges or expenses; and

(b) Ouvora's total aggregate liability to the Customer in respect of all defaults shall not exceed the cap. If defaults committed in more than one Contract Year give rise to a single claim or a series of connected claims, Ouvora’s total liability for those claims shall not exceed the single highest annual cap for those Contract Years;

(c) in clause 12.5(b), the cap is the total Subscription Fees and/or any other charges paid by the Customer to Ouvora in the Contract Year in which the defaults occurred, or if no Subscription Fees and/or any other charges have been paid by the Customer to Ouvora in any Contract Year, £1,000 (one thousand pounds sterling);

12.6 Unless the Customer notifies Ouvora that it intends to make a claim in respect of an event within the notice period, Ouvora shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

12.7 This clause 12 shall remain in full force and effect in the event of any termination of the Contract.

13. Term and termination

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

(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; and/or

(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

13.2 On termination or expiry of the Contract for any reason:

(a) without prejudice to clause 11.8, all licences granted under the Contract shall immediately terminate and the Customer shall immediately cease all use of the Services, the Software and/or the Documentation;

(b) the Customer shall immediately pay any outstanding invoices or any other outstanding charges and interest to Ouvora;

(c) in respect of any Services, provided by Ouvora for which no invoice has been submitted, Ouvora shall submit an invoice, which shall be payable by the Customer immediately upon receipt;

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

(e) without prejudice to the Ouvora DPA, Ouvora may destroy or otherwise dispose of any of the Customer Data in its possession; and

(f) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.

13.3 Any provision of the Contract which expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract, shall remain in full force and effect.

14. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract by giving not less than 7 days' written notice to the affected party.

15. Variation

15.1 Subject to clause 15.2, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.2 The restriction in clause 15.1 shall not affect the operation of the relevant provisions in the Contract which may vary the terms of the Contract (or their effect).

16. Waiver

16.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

16.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

17. Rights and remedies

Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

18. Severance

18.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

18.2 If any provision or part-provision of the Contract is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

19. Entire agreement

19.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

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

19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

20. Assignment

20.1 The Customer shall not, without the prior written consent of Ouvora, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

20.2 Ouvora may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

21. No partnership or agency

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22. Third party rights

22.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

23. Notices

23.1 Any notice given to a party under or in connection with the Contract shall be in writing and in the English language and shall be:

(a) delivered by commercial courier to its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the other party at the email address set out below or such other email address as may be notified in writing by that party for such purposes from time to time:

Ouvora: at the email address stated in the Order Form.

The Customer: at the email address stated in the Order Form.

23.2 A correctly addressed notice sent by commercial courier shall be deemed to have been received on signature of a delivery receipt or at the time the notice is left at the proper address. A notice delivered by email shall be deemed to have been received immediately (provided that no automated delivery failure notification or out of office message is received by the sender).

23.3 This clause 23 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24. Governing law

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

25. Jurisdiction

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