Platform Agreement

POLARON PLATFORM AGREEMENT TERMS AND CONDITIONS

These Polaron Platform Terms and Conditions (Terms) along with the Quotation form the Agreement between the Customer and Polaron.

AGREED TERMS

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

Agreement: the agreement between the Customer and Polaron for the supply of the Services in accordance with the Quotation and these Terms.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer, pursuant to this Agreement, to use the Subscription Services or Pilot Services (as applicable).

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

Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause ‎11.1.

Consultancy Fees: the fees payable by the Customer to Polaron for the Consultancy Services, as set out in the Quotation.

Consultancy Period: the term that the Consultancy Services are provided, as set out in the Quotation.

Consultancy Services: the consultancy services provided by Polaron to the Customer as described in the Quotation and supplied pursuant to this Agreement.

Customer Data: the data inputted by the Customer, Authorised Users, or Polaron on the Customer's behalf for the purpose of using the Trained Model or facilitating the Customer's use of the Subscription Services or Pilot Services.

Customer Output: any output from the Trained Model created by the Customer (or Polaron in the course of providing Consultancy Services) using Customer Data.

Data Protection Legislation:

a) To the extent the UK GDPR (which has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

b) To the extent the General Data Protection Regulation ((EU) 2016/679) applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data.

Effective Date: the date of commencement of this Agreement, as set out in the Quotation.

Feedback: all current and future suggestions, comments or other feedback regarding the Services provided by or on behalf of the Customer.

Fees: the fees payable as described in the Quotation, which may include the Subscription Fees, Pilot Fees and/or Consultancy Fees (as applicable).

Initial Subscription Term: the initial term of this Agreement for Subscription Services being a period of 12 months commencing on the Effective Date.

Maximum Usage: the maximum amount of GPU usage that the Customer may use in relation to the Subscription Services or Pilot Services, as set out in the Quotation.

Pilot Fees: the fees payable by the Customer to Polaron for the Pilot Services, as set out in the Quotation.

Pilot Period: the term that the Pilot Services are provided by Polaron to the Customer as set out in the Quotation.

Pilot Services: access to the Trained Model via https://app.polaron.ai/ or any other website notified to the Customer by Polaron from time to time, which allows Authorised Users to use the Trained Model, for the purpose of trialling the Polaron AI platform.

Polaron: Polaron Ltd, a company incorporated and registered in England and Wales with company number 14882059 and whose registered office is at 30 Upper High Street, Thame, Oxfordshire, England, OX9 3EZ.

Polaron Mark: has the meaning prescribed to it in clause ‎10.5.

Polaron Terms of Use: the terms of use which are accessible at https://polaron.ai/terms-of-use as updated by Polaron from time to time.

Quotation: the quotation provided by Polaron to the Customer relating to the Services.

Renewal Period: the period, in respect of Subscription Services, described in clause ‎13.1.

Services: the services provided by Polaron to the Customer under this Agreement and identified in the Quotation, which shall be (as applicable) the Consultancy Services, Subscription Services and/or Pilot Services.

Software: the software applications used by Polaron to deliver the Services (which includes the Trained Model).

Subscription Fees: the subscription fees payable by the Customer to Polaron for the User Subscriptions for the Subscription Services, as set out in the Quotation.

Subscription Services: access to the Trained Model via https://app.polaron.ai/ or any other website notified to the Customer by Polaron from time to time, which allows Authorised Users to use the Trained Model.

Subscription Term: has the meaning given in clause ‎13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Term: means the duration of this Agreement which shall commence on the Effective Date and shall terminate on the later of the end of the Pilot Period, Consultancy Period or Subscription Term (as applicable).

Trained Model: the version, or various versions, of the Polaron’s AI model that is accessed by the Customer under and in accordance with Subscription Services or Pilot Services and is created using Customer Data, but excluding at all times the Customer Data itself and any Customer Output.

User Subscriptions: the user subscriptions purchased by the Customer pursuant this Agreement which entitle Authorised Users to access and use the Subscription Services or Pilot Services in accordance with this Agreement.

Virus: any thing or device (including any software, code, file or programme) 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 programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme 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.

Year: has the meaning given in clause ‎12.3(b).

1.2 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. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement. A reference to writing or written excludes fax but not email.

2. CONTRACT FORMATION

2.1 The Agreement will be formed on the date when both the Customer and Polaron execute the Quotation. Alternatively, if the Customer issues a purchase order for the Services or makes payment (including partial payment) for the Services, this will serve as a formal offer from the Customer, requesting to enter into the Agreement. Subsequently, if Polaron confirms acceptance of the Agreement in writing to the Customer, then the Agreement shall be formed on that date and shall be legally binding on the Customer and Polaron.

2.2 The Agreement excludes all other terms, including any terms or conditions presented by the Customer, whether included in any purchase order, communications between the parties or otherwise, and any such terms or conditions of the Customer shall not have any effect nor be binding upon the parties.

3. USER SUBSCRIPTIONS

3.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause ‎4.3 and clause ‎9.1, the restrictions set out in this clause ‎‎3 and the other terms and conditions of these Terms, Polaron hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Pilot Services or Subscription Services during the Term solely for the Customer's internal business operations.

3.2 In relation to the Authorised Users, the Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Pilot Services or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;

(b) it will not allow or suffer any User Subscription 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 Pilot Services or Subscription Services;

(c) each Authorised User shall keep a secure password for their use of the Pilot Services or Subscription Services and that each Authorised User shall keep their password confidential; and

(d) if there is a breach of this clause ‎3.2 such additional use of the Pilot Services or Subscription Services by those who are not Authorised Users shall constitute an underpayment of the Fees to Polaron and without prejudice to Polaron's other rights, the Customer shall pay to Polaron an amount equal to such underpayment as calculated in accordance with the prices set out in the Quotation within 10 Business Days of receiving an invoice from Polaron.

3.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

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

(b) facilitates illegal activity;

(d) promotes unlawful violence;

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

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

and Polaron reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any Services or the Trained Model that breaches the provisions of this clause.

3.4 The Customer shall not:

(a) 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 this Agreement:

(i) attempt to copy, modify, enhance, make error corrections to, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Services (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

(b) conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Software and/or the Services. This includes using (or permitting, authorising or attempting the use of):

(i) any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Software or Services accessed via the same; or

(ii) any automated analytical technique aimed at analysing the Services text and/or data in digital form to generate information which includes but is not limited to patterns, trends, correlations and training any software (including artificial intelligence);

(d) use the Services to provide services to third parties; or

(e) subject to clause ‎14.7(a), license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or

(f) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause ‎3;

(g) introduce or permit the introduction of, any Virus or vulnerability into the Services or Polaron's network and information systems; or

(h) without limiting the generality of any of the foregoing, not use all or any part of the Services in any application in a manner where such Services would be (or would be capable of being) used to train algorithms or tools (excluding the Trained Model), including but not limited to generative AI tools or chatbots, nor use any AI algorithms or tools to decompile, disassemble or reverse-engineer all of any part of the Services.

3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Polaron.

3.6 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. ADDITIONAL USER SUBSCRIPTIONS

4.1 Subject to clause ‎4.2 and clause ‎4.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Quotation and Polaron shall grant access to the Services to such additional Authorised Users in accordance with the provisions of this Agreement.

4.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify Polaron in writing. Polaron shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request. Where Polaron approves the request, Polaron shall activate the additional User Subscriptions within a reasonable timeframe of its approval of the Customer's request.

4.3 If Polaron approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of Polaron's invoice, pay to Polaron the relevant fees for such additional User Subscriptions as set out in the Quotation and, if such additional User Subscriptions are purchased by the Customer part way through the Pilot Period, Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Polaron for the remainder of the Pilot Period, Initial Subscription Term or then current Renewal Period (as applicable).

5. SERVICES

5.1 Polaron shall, during the Term, provide the Services to the Customer on and subject to the terms of this Agreement.

5.2 Polaron shall use commercially reasonable endeavours to make the Subscription Services or Pilot Services (as applicable) available 24 hours a day, seven days a week, except in the event of maintenance.

5.3 Polaron shall provide the Consultancy Services at times and dates as agreed by the parties. If Consultancy Services have not been provided by the end of the Consultancy Period, the Customer has no right to completion of such Consultancy Services or a refund in respect of unperformed Consultancy Services.

6. DATA PROTECTION

6.1 Each party shall comply with the obligations imposed on them under the Data Protection Legislation in connection with this Agreement.

6.2 The parties acknowledge that for the purposes of Data Protection Legislation, each party acts as a separate controller (as that term is defined under Data Protection Legislation) in respect of the personal data processed in connection with this Agreement. Should the determination in this clause change, then each party shall work together to make any changes which are necessary to ensure that this Agreement complies with the Data Protection Legislation.

7. POLARON'S OBLIGATIONS

7.1 Polaron shall perform the Services (as identified in the Quotation) with reasonable skill and care.

7.2 Polaron's obligations at clause ‎7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Polaron's instructions, or modification or alteration of the Services by any party other than Polaron or Polaron's duly authorised contractors or agents. If the Services do not conform with the terms of clause ‎7.1, Polaron 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 ‎7.1.

7.3 Polaron:

(a) does not warrant that:

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

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

(iii) the Software or the Services will be free from vulnerabilities or Viruses.

(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 may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4 This Agreement shall not prevent Polaron from entering into similar agreements with third parties, or from independently developing, using, selling or licensing products and/or services which are similar to those provided under this Agreement.

8. CUSTOMER'S OBLIGATIONS

8.1 The Customer shall:

(a) provide Polaron with all necessary co-operation in relation to this Agreement in order to provide the Services;

(b) provide all necessary access to such information as may be required by Polaron in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(a) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Polaron may adjust any agreed timetable or delivery schedule as reasonably necessary;

(c) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;

(d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement, the Polaron Terms of Use and shall be responsible for any Authorised User's breach of this Agreement or the Polaron Terms of Use. If an Authorised User breaches this clause ‎8.1‎(d) (as solely determined by Polaron), Polaron may suspend that Authorised User’s rights to access and use the Services without liability;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Polaron, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

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

(g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Polaron's Software and Services, 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.

8.2 The Customer shall not exceed the Maximum Usage at any time when using the Subscription Services or Pilot Services. If the Customer regularly exceeds the Maximum Usage (as solely determined by Polaron), Polaron may suspend the provision of the Subscription Services or Pilot Services until such time as the parties agree on an increased Fee in respect of the Customer’s usage of the Subscription Services or Pilot Services.

8.3 If Polaron’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Polaron shall:

(a) 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; and

(b) be entitled to payment of the Fees despite any such prevention or delay.

9. FEES AND PAYMENT

9.1 The Customer shall pay the Fees to Polaron for the Services in accordance with this clause ‎9 and the Quotation.

9.2 Polaron shall submit invoices in accordance with the terms of the Quotation or if the Quotation does not specify when invoices will be submitted, then for the:

(a) Subscription Fees, plus VAT if applicable, to the Customer in advance of each Initial Subscription Term and Renewal Period; and

(b) Pilot Fees and/or Consultancy Fees, plus VAT if applicable, in advance of or around the Effective Date.

9.3 The Customer shall pay each invoice in accordance with the terms of the Quotation and if no such time period is specified then within 30 days of receipt, to a bank account nominated in writing by Polaron.

9.4 If Polaron has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Polaron:

(a) Polaron may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, accounts and access to all or part of the Services (including access for all Authorised Users) and Polaron shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.5 All amounts and Fees stated or referred to in this Agreement:

(a) shall be payable in pounds sterling and paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law);

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

9.6 Polaron may increase the Subscription Fees with effect from the beginning of each Renewal Period, by giving the Customer not less than 60 days’ prior notice in writing of such changes.

10. PROPRIETARY RIGHTS

10.1 The Customer acknowledges and agrees that Polaron and/or its licensors own all intellectual property rights in the Services, Trained Model and Software. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services and/or Software.

10.2 The Customer shall own all right, title and interest in and to all of the Customer Data and Customer Output and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data and Customer Output.

10.3 The Customer grants to Polaron a fully paid-up, non-exclusive, royalty-free non-transferable licence to the Customer Data for the purpose of providing the Services during the Term.

10.4 The Customer acknowledges and agrees that by using the Software and providing the Customer Data to create or enhance the Trained Model, Polaron’s underlying artificial intelligence product may be enhanced or enriched and Polaron retains and owns all rights in relation to its Software, including as may be comprised in the Trained Model at any time. Notwithstanding the foregoing, all Customer Data and Customer Output remains subject to the confidentiality obligations of clause ‎11 (including that Customer Data may only be used by Polaron to perform its obligations under the Agreement) and Polaron shall comply with clause ‎13.4(b).

10.5 Where the Customer Output contains or includes any trade mark (whether registered or not) of Polaron (Polaron Mark); Polaron grants the Customer a non-exclusive, non-sublicensable licence to use the Polaron Mark on the Customer Output for the Customer’s internal business purposes. The Customer shall not amend, edit or remove the Polaron Mark from the Customer Output. Any goodwill derived from such use of any Polaron Mark shall accrue to Polaron.

10.6 The Customer may, in its discretion, provide Feedback to Polaron, but Polaron shall not be obliged to take any action in response to the Feedback. Without prejudice to its other rights and remedies (including under this Agreement), Polaron will be free to use, disclose, reproduce, distribute, implement in any Polaron products or services and otherwise commercialise all Feedback provided by the Customer without obligation or restriction of any kind, rights in such Feedback are hereby fully assigned by the Customer to Polaron and the Customer hereby waives all rights to be compensated or seek compensation for the Feedback and will ensure that any relevant moral rights are waived.

10.7 The Customer grants Polaron a non-exclusive, non-sublicensable licence for the Term to use the Customer’s name or logo which contains the Customer’s name on Polaron’s website, social media and other advertising materials, solely for the purpose of publicising that Polaron works with the Customer. Any goodwill derived from such use of the Customer’s name or logo shall accrue to the Customer.

11. CONFIDENTIALITY

11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause ‎11. The Software, Services, Trained Model and Feedback shall be considered the confidential information of Polaron. The Customer Data and Customer Output shall be considered the confidential information of the Customer.

11.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause ‎11; and

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

11.3 Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Agreement.

12. LIMITATION OF LIABILITY

12.1 The Customer acknowledges and agrees that, while Polaron uses reasonable care and skill in providing the Services as of the dates specified within such Services:

(a) the Customer assumes sole and exclusive responsibility for results obtained from the use of the Services by the Customer (including in respect of all Customer Output) and for conclusions drawn from such use. Polaron shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Polaron by the Customer in connection with the Services, or any actions taken by Polaron at the Customer's direction;

(b) Polaron does not represent or warrant that the Trained Model will learn or adapt in any particular way to assist in generating Customer Output;

(c) 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 this Agreement; and

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

12.2 Nothing in this Agreement excludes the liability of Polaron:

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

(b) for fraud or fraudulent misrepresentation.

12.3 Subject to clause ‎12.1 and clause ‎12.2:

(a) Polaron 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) Polaron's total aggregate liability to the Customer, in respect of all breaches occurring within any 12 month calendar year (beginning on 1 January) (Year) shall not exceed the Fees paid or payable in such Year in which the first breach occurred. If breaches committed in more than one Year give rise to a single claim or a series of connected claims, Polaron’s total liability for those claims shall not exceed the single highest annual cap for one of those Years.

12.4 References to liability in this clause ‎12 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.5 The Customer shall defend, indemnify and hold harmless Polaron against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services (including by the provision of Customer Data) which infringe or allegedly infringe the intellectual property rights of any third party, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) Polaron provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

12.6 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Polaron’s intellectual property rights.

13. TERM AND TERMINATION

13.1 This Agreement shall, unless otherwise terminated as provided in this clause ‎13, continue for the Term. In respect of Subscription Services the Term shall commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of this Agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

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

(b) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(a) the other party commits a material breach of any term of the Agreement 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;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

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

(a) the Customer fails to pay any amount due under the Agreement on the due date for payment; or

(b) there is a Change of Control of the Customer.

13.4 On termination of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate and the Customer shall (and shall ensure that all Authorised Users shall) immediately cease all use of the Services;

(b) Polaron shall destroy or otherwise dispose of any of the Customer Data unless Polaron and the Customer agree (including in respect of payment to Polaron for such retention) for Polaron to retain such Customer Data. Polaron may retain the Customer Data on termination of any Pilot Services for a reasonable period of time in anticipation of the parties entering into an agreement for Subscription Services but in any event shall delete such Customer Data;

(d) 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 Agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. GENERAL

14.1 Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

14.2 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

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

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

14.5 Severance. If any provision or part-provision of this Agreement 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 this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this clause 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.

14.6 Entire agreement.

(a) This Agreement 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.

(b) Each party acknowledges that in entering into this Agreement 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 this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

14.7 Assignment.

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

(b) Polaron 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 this Agreement, provided that it gives prior written notice of such dealing to the Customer.

14.8 No partnership or agency. Nothing in this Agreement 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, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.9 Third party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

14.10 Notices.

(a) Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

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

(ii) sent by email to the addresses specified in the Quotation.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email (subject to the sender not receiving any indication that the email has failed to be sent or received), at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(d) This clause 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.

14.11 Governing law. This Agreement 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.

14.12 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 this Agreement or its subject matter or formation (including non-contractual disputes or claims).