Interpretation
1.1 In this Agreement, unless the contrary intention appears:
"Additional Functionality" means any additional functionality / services the Customer orders from Gendalf as set out in writing agreed between the Customer and Gendalf;
"Agreement" is defined in paragraph (F) of the "Background";
"Authorised Users" means those individual employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Software and the Services as Authorised Users, subject to any Licence Restrictions;
"Confidential Information" means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this Agreement), including all information relating to that other's business, operations, systems, processes, products, trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential;
"Customer" is defined in paragraph (B) of the "Background";
"Customer Data" means all information, data or other materials inputted into or processed using the Services and/or Software by the Customer, its Authorised Users or otherwise on its behalf;
"Effective Date" is defined in paragraph (B) of the "Background";
"Fees" means the fees for the Services as agreed in writing between the Customer and Gendalf, subject to clause 13.4;
"Free Trial" and "Free Trial Period" are each defined in clause 3;
"Functionality" means the description and functionality of the Software and the Software Services as set out on the Website and/or as agreed in writing between the Customer and Gendalf (such agreed functionality taking precedence over the functionality set out on the Website);
"Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);
"Licence Restrictions" means the restrictions applicable to the level or type of licence provided as are applicable to the Software as provided by Gendalf from time-to-time;
"Gendalf Content" means all data, information and material owned by or licensed to Gendalf and comprised within any Software and/or the Services (including where generated by artificial intelligence), but excluding Customer Data;
"Services" means all services to be supplied by Gendalf under this Agreement, including the Software Services, the Technical Support Services and Additional Services (as applicable);
"Software" means the online software applications provided via the Services to meet the Functionality and Additional Functionality (if any);
"Software Services" means the services provided by Gendalf allowing the Customer to access and use the Software as further described in the Functionality in accordance with the Licence Restrictions and, where selected and paid for by the Customer, includes the Additional Functionality;
"Subscription Term" means each subscription cycle period, as selected by the Customer, for the provision of Services (e.g., one month of a monthly subscription or an annual (12 months) subscription);
"Technical Support Services" means the technical support services to be supplied by Gendalf as specified on the Website (for clarity, only limited Technical Support Services are provided to non-paying Customers, based on the availability of Gendalf's staff);
"Term" means the Free Trial Period (if applicable) and each Subscription Term;
"Virus" means any "back door", "Trojan Horse", "time bomb", "worm", "drop dead device", "virus" or other software intended or designed, or having the effect, to disable, erase, corrupt, destroy or otherwise damage or interfere with, or provided unauthorised access to, computer systems or any software stored on those computer systems;
"Website" means Gendalf's website at https://Gendalf.com/; and
"Working Day" means any day other than a Saturday, a Sunday or a day which is a public or bank holiday in England and Wales.

1.2 In this Agreement, unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) a reference to a person shall include a company, partnership, joint venture, association, corporation or other body corporate; (c) a reference to any law or standard shall include a reference to that law or standard as amended, extended, consolidated or re-enacted from time to time; (d) a reference to a document shall include all authorised amendments, supplements to and replacements to that document; (e) a reference to the parties shall include their permitted successors and assigns; (f) where a word or a phrase is given a particular meaning, other grammatical forms of that word or phrase shall have corresponding meanings; and (g) the words 'include', 'including', 'for example' or similar words shall be construed as illustrative and without limitation to the generality of the related words.

License
2.1 Subject to the receipt of the Fees (save in the case of a Free Trial), Gendalf, on and subject to the terms and conditions of this Agreement, grants to the Customer a non-exclusive, non-transferable licence for the Term to access and use the Software and Software Services, in accordance with the Licence Restrictions, and to allow the permitted number of Authorised Users to access and use the Software and Software Services, solely for the Customer's internal business purposes, provided that:
(a) in each of these cases, the Authorised User accesses and uses the Software and Software Services exclusively on the Customer's behalf and for the above purpose; and
(b) other in than as set out in this clause 2.1, the Customer may not sub-license the right to access and/or use any Software or Software Services to any third party.
2.2 The Customer shall comply with, and shall ensure that each Authorised User consents to and complies with, this Agreement, any separate terms of use or service (including any acceptable use policy) and privacy and/or cookies policy that Gendalf may publish online on its Website and/or through the Software and Software Services, each as updated by Gendalf from time to time, all of which are incorporated into this Agreement by reference.
2.3 The Customer and Gendalf acknowledge and agree that:
(a) the Customer may integrate certain third party services and applications with the Software and Services; and
(b) it the Customer's sole responsibility to ensure it has all necessary licences, consents, and permissions to enable the Customer to integrate those third party services and applications with the Software and Services and to extract data processed on such services and applications for processing within the Software and Services. GENDALF DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES (WHETHER REGARDING SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS.

Free Trials
3.1 The Customer may request a free of charge free trial to evaluate the Software, which shall last for one week from the date Gendalf confirms the Free Trial has commenced, or any other period expressly agreed between the Customer and Gendalf ("Free Trial Period") and which shall be governed by this Agreement ("Free Trial").
3.2 During the Free Trial Period, the Customer may make such use of the Software and Software Services in accordance with this Agreement (in particular, the licence in clause 2) to the extent reasonably required in order to evaluate it for future use in its business but not for any other purpose.
3.3 Gendalf reserves the right to suspend, limit or extend a Free Trial at any time in its sole discretion.
3.4 On expiry of the Free Trial Period, the Customer shall be automatically enrolled on a Subscription Term (as selected by Customer at the commencement of or during the Free Trial Period) unless either party cancels the Customer's subscription prior to expiration of the Free Trial Period.
3.5 One Free Trial per Customer is allowed and subsequent Free Trial requests may be rejected by Gendalf

Company's obligations
4.1 Subject to receipt of the related Fees (save in the case of a Free Trial or if expressly agreed otherwise between Gendalf and the Customer), Gendalf shall during the Term:
(a) provide the Customer with a URL or link from which the Customer and its Authorised Users can access the Software; and
(b) provide the Customer with the Services.
4.2 Gendalf shall perform the Services with reasonable skill and care and will comply with applicable laws and regulations with respect to its activities under this Agreement.
4.3 The Customer acknowledges and agrees that Gendalf's provision of the Services shall be conditional upon:
(a) the Customer's compliance with its obligations contained within this Agreement; and
(b) the Customer promptly providing all reasonable assistance, information and decision-making as reasonably required by Gendalf from time to time, which it agrees to give.
4.4 In any event, Gendalf:
(a) does not warrant that the Customer's use of the Software or Services will be uninterrupted or error-free;
(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 Software and Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
(c) makes no warranties or other assurances as to the fitness for purpose of the Software or Services or any Gendalf Content or that they will meet the Customer's requirements or produce any specific business benefits, have any particular effectiveness nor create any revenue or other benefits.
4.5 All other conditions, warranties or terms which might have effect between the parties or be implied or incorporated into this Agreement by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose.

Customer's obligations
5.1 The Customer shall:
(a) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner (other than making payment which shall be as required in accordance with the terms of the Agreement);
(b) accept responsibility for the selection of the Software and Services to achieve its intended results;
(c) comply with all applicable laws and regulations with respect to its activities under this Agreement and its use of the Software and Services; and
(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for Gendalf, its contractors and agents to perform their obligations under this Agreement, including the Services.
5.2 Customer acknowledges that the Software, Services and any Gendalf Content may be partially or wholly provided through means of artificial intelligence, and therefore shall continue to improve and develop through Customer engagement. Customer further acknowledges that the Services and / or the Software may at times produce output which is inappropriate, inaccurate or offensive. Customer shall give Gendalf notice of any outputs of the Software or Services which it considers be offensive, inaccurate or inappropriate. Customer shall, as part of the receipt of the Services, be able to adapt or adjust the outputs as required.
5.3 In relation to the Authorised Users the Customer shall:
(a) designate Authorised Users as a fixed number of individually identified and named users, not as a pool of concurrent users, and ensure that accounts are not shared between multiple users or transferred to other users without express permission. The list of individually identified and named users will be made available to Gendalf on request;
(b) where applicable, ensure that each Authorised User keeps a secure password for their use of the Software and the Services, that such password is kept confidential;
(c) be responsible for all activities that occur under the Customer's account and for any access to or use of the Software and Services, including submission of Customer Data by any person or entity using the account or any password whether or not such access, submission or use has been authorised by the Customer;
(d) if it believes that there has been any breach of security such as the disclosure, theft or unauthorised use of any username or password, notify Gendalf immediately; and
(e) ensure that the Authorised Users are notified of the relevant terms and conditions relating to their usage and access of the Software and Services, and in any event that they use the Software and Services in accordance with this Agreement, and the Customer is responsible for any Authorised User's breach of this Agreement, including any Licence Restrictions.
5.3 The Customer and each Authorised User shall not:
(a) except as expressly permitted by this Agreement, permit any third party to access or use the Software or the Services or use the same on behalf of any third party;
(b) attempt to download, copy, modify, create derivative works from, frame, mirror, republish or distribute any portion of the Software or the Services;
(c) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Services;
(d) employ any hardware, software, device or technique to pool connections or reduce the number of devices or users that directly access or use any Software or Services (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling') in order to circumvent any restrictions on scope of authorised use contained in this Agreement;
(e) obscure, amend or remove any copyright notice, trade mark or other proprietary marking on, or visible during the operation or use of, any Software or Services;
(f) provide false identity information to gain access to or use the Software or Services;
(g) access or use the Software or Services or any related documentation or know how in order to build or assist in the design or build of a product or service which competes with the Software and/or Services;
(h) use the Software or Services to provide services to third parties, unless otherwise specifically agreed in writing; and/or
(i) use the Software or the Services to:
(j) upload, store, post, transmit, distribute, link to or otherwise make available, or advertise or promote any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable or prohibited as set out in any acceptable use policy published online through the Service, as updated by Gendalf from time to time;
(k) impersonate any person or entity or otherwise misrepresent the Customer's relationship with any person or entity;
(l) engage in any fraudulent activity or further any fraudulent purpose;
(m) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the government of the United Kingdom or any foreign government as a foreign terrorist organisation;
(n) "stalk" or otherwise harass another person;
(o) transmit or distribute any unsolicited or unauthorised advertising, marketing or promotional material or other form of solicitation (spam); and/or
(p) transmit or distribute any Virus and/or other code that has contaminating or destructive elements,
and shall not permit any third party to do any of the foregoing.
5.4 The Customer and each Authorised User shall ensure that it takes all necessary steps to prevent any unauthorised access to, or use of, the Software and the Services and notify Gendalf immediately of any such unauthorised access or use.
5.5 The Customer shall ensure that the Customer Data shall not, nor shall it otherwise use the Software of Services in a way that could, infringe the statutory, common law, or Intellectual Property Rights or any other right, title or interest of any third party.
5.6 The rights and services provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Customer.

Intellectual Property Rights and Data
6.1 The Customer acknowledges and agrees that Gendalf and/or its licensors own all Intellectual Property Rights in Gendalf's brands, trademarks and logos, the Software and the Services and any Gendalf Content. Except as expressly stated in this Agreement Gendalf does not grant the Customer any rights in respect of the Software, Services or any related documentation or Gendalf Content and the Customer may not use any of Gendalf's Intellectual Property Rights without Gendalf's prior written consent.
6.2 The Customer and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in the Customer Data. The Customer grants Gendalf, free of charge, a royalty-free, worldwide, non-exclusive licence to use the Customer Data:
(a) to such extent as is necessary to enable Gendalf to provide the Software and the Services and to perform its obligations under this Agreement;
(b) to produce anonymised or anonymised and aggregated statistical reports and research; and
(c) in an anonymised format in connection with the testing, maintenance, development and improvement of the Software and the Services.
6.3 The Customer warrants that the Customer owns the Customer Data and/or is otherwise entitled to grant the licence under clause 6.2. If this Agreement is terminated, the licence under clause 6.2 will automatically terminate, other than in respect of the uses set out in clause 6.2(b) and 6.2(c).
6.4 The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

Billing, Renewals and Payment
7.1 All Services are offered on a subscription basis, save in the case of a Free Trial or where expressly agreed otherwise in writing between Gendalf and the Customer.
7.2 Except where expressly agreed in writing between Gendalf and the Customer, the Customer's subscription will automatically renew for another Subscription Term of a period equal to the initial Subscription Term unless either party cancels the Customer's subscription prior to expiration of the then current Subscription Term in accordance with this Agreement.
7.3 The Customer may provide a notice of non-renewal through the means Gendalf designates, which may include account settings in the Software or by contacting Gendalf's support team.
7.4 Cancelling the subscription means the Customer will not be charged for the next Subscription Term billing cycle, but the Customer will not receive any refunds or credits for amounts that have already been charged.
7.5 All renewals are subject to the applicable Services continuing to be offered and will be charged at Gendalf's then-current rates.
7.6 If the Customer modifies the Services it wishes to receive under this Agreement, on agreement by Gendalf, Gendalf may apply a one-time pro-rata charge in respect of the remainder of the current billing cycle.
7.7 Except where expressly agreed in writing between Gendalf and the Customer, Gendalf will charge the Customer for any increased use at the then-current rates, pro-rated for the remainder of the then-current Subscription Term.
7.8 Except where expressly agreed in writing between Gendalf and the Customer, Gendalf will collect all Fees due from the Customer's debit/credit card nominated upon registration unless notified that the payment details have changed (and new valid debit/credit card details have been provided to Gendalf along with the appropriate authority). Gendalf may suspend or cancel the Software and Services (or part thereof) if the Customer is late in paying or does not pay any sums due (including if the debit/credit card provided is not valid or does not work for any reason).
7.9 All sums payable under this Agreement are exclusive of VAT or other applicable sales tax which will be payable by the Customer in addition to the sum in question at the rate and in the manner prevailing at the relevant tax point and in the manner prescribed by law.
7.10 If, acting reasonably, the Customer is not happy with the Software or Services, the Customer may request that it is not billed for any accrued charges in its then current cycle. In these circumstances, the Customer must contact Gendalf [email protected] and Gendalf will do its best to assist.

Indemnities
8.1 Gendalf will indemnify the Customer from and against any and all losses, damages, claims, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the Customer as a result of any claim by a third party that the access and use of the Software or Services in accordance with this Agreement infringes the intellectual property rights of that third party.
8.2 If the Customer's access or use, in accordance with the terms of this Agreement, of the Software and/or the Services is, or in Gendalf's reasonable opinion is likely to become, enjoined as a result of a claim for which Gendalf is obliged to indemnify the Customer further to clause 8.1, then Gendalf shall, at its sole option, and at its own cost and expense, make reasonable efforts, as soon as reasonably possible to:
(a) procure for the Customer the continuing right to access and use such Software and/or the Services (as the case may be), in accordance with this Agreement, without infringement; or
(b) replace or modify such Software and/or the Services (as the case may be) with software and/or services of substantially equivalent specification so as to avoid the infringement,
(c) and provided Gendalf does so, it shall have no further liability to the Customer in respect of the infringement claim. If Gendalf is unable to do the above, Gendalf may terminate this Agreement and refund pro rata to the Customer such part of any sums paid by the Customer, which relate to the unexpired portion of the Agreement.
8.3 The indemnity in clause 8.1 does not apply to any infringement or allegation of infringement occasioned by use of the Software or Services contrary to Gendalf's instructions, or modification or alteration of the Software or Services by any party other than Gendalf or Gendalf's duly authorised contractors or agents, or combination or integration of the Software or Services with any third party systems or services, or other Customer breach of the Agreement.
8.4 The Customer will indemnify Gendalf from and against any and all losses, damages, claims, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against Gendalf as a result of or in connection with:
(a) a breach of clause 2.3;
(b) any Customer Data or Gendalf's receipt, possession and/or use, in accordance with this Agreement, of any Customer Data;
(c) a breach of the Data Protection Schedule; and/or
(d) any claim by a third party arising as a result of the Customer's use of the Software and/or the Services.
8.5 If any third party makes a claim, or notifies an intention to make a claim, against the indemnified party which may reasonably be considered likely to give rise to a liability under the indemnities given in clauses 8.1 or 8.4 (a " Claim "), the indemnified party agrees to:
(a) promptly notify the indemnifying party of any allegation of infringement which comes to its attention;
(b) make no admission relating to the Claim without the prior written consent of the indemnifying party (such consent not to be unreasonably conditioned, withheld or delayed); and
(c) allow the indemnifying party to conduct and settle all negotiations and proceedings and give the indemnifying party all reasonable assistance.

Confidentiality
9.1 Neither party shall without the consent of the other during the Term or following its termination disclose the other party's Confidential Information and only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement.
9.2 Any party disclosing Confidential Information in accordance with the above clause shall procure that the person to whom such information is disclosed is made aware of the obligations of confidentiality under this Agreement and complies with those obligations as if it were a party to this Agreement.
9.3 The confidentiality restrictions do not apply to Confidential Information:
(a) which is in or comes into the public domain other than through breach of this Agreement;
(b) insofar as it comes lawfully into the possession of the recipient party from a third party;
(c) which the recipient party can prove was already known to it before its receipt from the providing party;
(d) to the extent that it is required to be disclosed by law or the requirements of any recognised stock exchange, or authority of competent jurisdiction to whose rules the party making the disclosure is subject, whether or not having the force of law.
9.4 Gendalf acknowledges that the Customer Data is the Confidential Information of the Customer.
9.5 The Customer and each Authorised User acknowledges that details of this Agreement, Fees, Software and the Services, and Gendalf Content, are the Confidential Information of Gendalf.

Limitation of Liability
10.1 Nothing in this Agreement shall in any way exclude or limit either party's liability: (a) death or personal injury caused by either party's negligence or for fraudulent misrepresentation; (b) for any other fraudulent act or omission; (c) to pay sums properly due and owing to the other in the normal course of performance of this Agreement; (d) each party's express indemnification obligations in clause 8; or (e) for any other liability which may not be excluded by law.
10.2 Subject to clause 10.1, neither party will be liable for any of the following losses or damage (whether or not such losses or damage were foreseen, direct, foreseeable, known or otherwise) howsoever arising:
(a) loss of revenue, sales, turnover, revenue or business, customers, contracts or opportunity, waste of management or other staff time, actual or anticipated profits, anticipated savings, business, opportunity, goodwill, reputation, hardware, software or data or damage to or corruption of data;
(b) any, indirect, special or consequential loss or damage howsoever caused whether or not such loss is covered in clause 10.2(a); or
(c) any losses arising as a result of any third party bringing a claim in respect of any of the types of loss in clause 10.2(a).
10.3 Subject to clause 10.1, Gendalf shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of:
(a) the use of the Software and/or the Services except for its normal intended purpose;
(b) any adaptation or modification of the Software and/or the Services, or integration or combination with any other equipment, software, product or material not supplied by Gendalf, in each case carried out by anyone other than Gendalf or without Gendalf's express written consent;
(c) any defect arising in the Software and/or the Services as a result of misuse, wilful damage, negligence on the part of anyone other than Gendalf, abnormal operating conditions or any failure by the Customer to follow any instructions of Gendalf as to use;
(d) the compliance by Gendalf with any design, specification or instructions provided by the Customer or on the Customer's behalf;
(e) loss of any Customer Data; or
(f) the continued use of a version or release of the Software and/or the Services after Gendalf has made an alternative version or release of such Software and/or the Services available to the Customer, to the extent that any claim in respect of which Gendalf would otherwise be obliged, under this Agreement, to indemnify would have been avoided by the use of such alternative version or release.
10.4 Subject to clauses 10.1, 10.2 and 10.3 each party's total aggregate liability arising out of, or in connection with this Agreement for negligence or breach of contract or any other reason shall in each twelve (12) month period not exceed the Fees received by Gendalf for the Services provided to the Customer during the preceding twelve (12) months.
10.5 In calculating Gendalf's liability under clause 10.4, any liability towards any Authorised User shall be taken into account in the assessment of Gendalf's liability owed to the Customer.

Term and Termination
11.1 This Agreement shall, unless otherwise terminated as provided herein, commence on the Effective Date and shall continue for the Term.
11.2 The Customer may choose to stop using the Services (or part thereof) and terminate the then-current Subscription Term at any time for any reason and terminate this Agreement upon written notice to Gendalf. Any Authorised User may choose to stop using the Services (or part thereof) at any time by ceasing use of the Services.
11.3 Either party ("Terminating Party") may terminate this Agreement immediately by giving written notice to the other ("Defaulting Party") if:
(a) the Defaulting Party is in material breach of any provision of this Agreement which is not remediable or, if remediable, is not remedied with a period of 20 Working Days after the Terminating Party has given notice to the Defaulting Party requiring such breach to be remedied; and/or
(b) the other becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so (except to the extent such right is prevented pursuant to applicable law).
11.4 Without prejudice to clause 11.1, Gendalf may, in addition, and without liability, terminate this Agreement, or alternatively, may suspend access to and use of any Software and/or the Services, by giving the Customer written notice if:
(a) any invoiced amount (not then-currently being disputed in good faith) is outstanding beyond the due date for payment;
(b) any provision of clause 5 is materially breached; and/or
(c) the Customer is in persistent or repeated breach of any of its obligations under this Agreement (whether or not it is the same obligation that is breached and whether or not such breaches are remedied).
11.5 On termination of this Agreement for any reason:
(a) all licences granted under shall immediately terminate;
(b) the Customer shall return (and shall procure that each Authorised User shall make no further use of) any Software, the Services, documentation, Confidential Information of Gendalf and other items (and all copies of them) (if any) belonging to Gendalf. The Customer will certify such deletion upon Gendalf's request. Save as set out in the Data Processing Schedule, the Customer will not have access to Customer Data (and Gendalf may delete all of the Customer Data unless legally prohibited) after expiration or termination of this Agreement (or its applicable Term), so the Customer should make sure to export the Customer Data using the functionality provided on the Software during the applicable Term; and
(c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
11.6 In the event that:
(a) the Customer terminates this Agreement under clause 11.2, all amounts payable to Gendalf by the Customer shall become immediately due and owing. For the avoidance of doubt, no refund of Fees paid in advance shall be due in respect of any unexpired portion of the then-current Subscription Term;
(b) the Customer terminates this Agreement under clause 11.3, Gendalf will refund the Customer any prepaid Fees covering the remainder of the then-current Subscription Term after the effective date of termination; and
(c) Gendalf terminates this Agreement under clause 11.3 or 11.4, the Customer will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination,
provided that in no event will termination relieve the Customer of its obligation to pay any Fees payable to Gendalf for the period prior to the effective date of termination.

Force Majeure
Neither party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party including, without limitation, any of the following: power failure, act of God, governmental act, war, fire, flood, explosion, civil commotion, epidemic, pandemic or any other similar event. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If an event of force majeure occurs ,either party may give written notice to the other to terminate this Agreement and neither party will have any liability to the other except that the Customer will remain liable for any unpaid Fees for any period during which the Software and Services were provided.

Changes to this Agreement, the Services and the Fees
13.1 Gendalf may modify this Agreement from time to time, by giving notice through the Services, or by posting the modified Agreement on the Website. Together with such notice, Gendalf will specify the effective date of the modifications.
13.2 During a Free Trial Period, the Customer must accept any modifications made to this Agreement to continue using the Services. If the Customer objects to such modifications, the Customer's exclusive remedy is to cease using the Services.
13.3 During a Subscription Term or as indicated below, modifications to this Agreement will take effect at the next renewal of the Subscription Term and will automatically apply as of the renewal date unless the Customer elects not to renew pursuant to clause 7. Notwithstanding the foregoing, in some cases (e.g., to address compliance with laws or as necessary for new features) Gendalf may specify that such modifications become effective during the Customer's then-current Subscription Term. If the effective date of such modifications is during the Customer's then-current Subscription Term and the Customer objects to the modifications, then (as the Customer's exclusive remedy) the Customer may terminate the affected Services upon notice to Gendalf, and Gendalf will refund the Customer any Fees pre-paid for use of the affected Service for the terminated portion of the applicable Subscription Term. To exercise this right, the Customer must provide Gendalf with notice of its objection and termination within thirty (30) days of Gendalf providing notice of the modifications.
13.4 The Customer acknowledges that the Services are on-line, subscription-based products, and that in order to provide improved customer experience the Customer may make changes to the Services and/or Fees. Gendalf can discontinue any Services or part thereof for any reason at any time without liability to the Customer (other than a pro-rated refund of pre-paid Fees if applicable).

General
14.1 Each party shall comply with the terms set out in the Data Processing Schedule.
14.2 The failure or delay by either party in any one or more instances to insist upon strict performance or observance of any one or more of the terms of this Agreement or to exercise any remedy, privilege or right provided by law or under this Agreement shall not be construed as a waiver of any breach or right to enforcement of such terms or to exercise such remedy, privilege or right.
14.3 If any part of this Agreement is found by any court or competent authority to be illegal, void or unenforceable then that part shall be deemed not to be a part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.
14.4 The Customer and each Authorised User shall not, without the prior written consent of Gendalf, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
14.6 Nothing in this Agreement shall be deemed to constitute a partnership or joint venture or contract of employment between the parties nor constitute either party the agent of the other.
14.7 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.8 Neither party shall make or issue any announcement relating to the subject matter of this Agreement without the prior written approval of the other. Gendalf may use the name of Customer as a factual reference to the fact that the Customer is or was a customer, on its website and in pitch materials, without the prior written consent of Customer, although any use of the Customer's logo shall be subject to any brand guidelines issued by the Customer.
14.9 Except as set out in clause 13, each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made in writing by authorised representatives of each party.
14.10 Notice delivered by hand will be deemed to have been received when delivered. Posted notice will be deemed received at the time at which it would have been delivered in the normal course of the post. Any notice given in accordance with the above but received on a day which is not a business day or after normal business hours in the place of receipt shall be deemed to have been received on the next Working Day.
14.11 It is a condition of this Agreement that, in pre-contract negotiations and in the exercise of its rights or the performance of its obligations under this Agreement, each party shall at all times ensure that it complies with the terms of the Bribery Act 2010 and that it does not commit (or procure the commission of) any breach of that Act.
14.12 This Agreement, and any documents explicitly referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
14.13 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
14.14 This Agreement is governed by English law. Both parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with this Agreement or its subject matter, but Gendalf is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights. For any disputes arising from personal data transfers out of the UK, the governing law will be the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

Definitions and Interpretation
1.1 Capitalised terms in this Data Processing Schedule shall have the meaning set out in the Agreement, and the following definitions apply:
"Data Protection Laws" means all applicable data protection or privacy laws applicable to any personal data processed under or in connection with this Agreement, including without limitation the GDPR and all applicable national legislation implementing or supplementing the GDPR (including the Data Protection Act 2018), as amended, superseded and/or replaced and in force from time to time;
"DPA" means paragraphs 3 to 7 of this Data Protection Schedule;
"GDPR" means Regulation (EU) 2016/679 (the "EU GDPR") as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the UK European Union (Withdrawal) Act 2018;
"Personal Data" means all personal data which is accessed, stored or otherwise processed by Gendalf in connection with its provision of the Services to the Customer; and
For the purposes of this Data Processing Schedule, the terms "controller", "data subject", "processor", "personal data", "personal data breach" and "supervisory authority" shall have the meanings set out in the Data Protection Laws.

Data Protection
2.1 Each party shall comply with:
(a) its obligations under applicable Data Protection Laws;
(b) maintain records of all processing operations under its responsibility that contain at least the minimum information required by the Data Protection Laws and shall make such information available to any supervisory authority on request.
2.2 The Customer confirms to Gendalf that it has:
(a) provided all relevant information to; and
(b) where applicable, has obtained the relevant consents from,
its employees, agents, consultants and any other data subjects whose data is contained within the Personal Data, as required for the lawful processing of Personal Data by Gendalf in connection with the performance of the Agreement.
2.3 The DPA shall apply to the extent that Gendalf acts as a processor for the Customer with respect to Personal Data. With respect to such processing:
(a) the subject matter of the processing is Gendalf's provision of the Services and Software to the Customer;
(b) the nature and purpose of the processing is the collection, analysis, storage, duplication, deletion and disclosure of Personal Data as necessary to provide the Services.
(c) Gendalf will process the Personal Data for the duration of the Agreement, unless otherwise agreed between the parties in writing or the Customer notifies Gendalf that processing is no longer necessary for the provision of the Services;
(d) the categories of Personal Data processed by Gendalf are name, title, position, email address, employer and any other personal data processed in applications or other software which is integrated into the Software or otherwise accessed or processed via the Software Services or in relation to the Services, in each case as provided to Gendalf via the Services and Software, by (or at the direction of) the Customer;
(e) the Personal Data relates to the Customer's clients, employees/staff, suppliers and Authorised Users, and any other data subjects whose personal data is provided to Gendalf via the Services by (or at the direction of) the Customer.
2.4 In the event of any conflict between this Data Processing Schedule and the Agreement, the provisions of this Data Processing Schedule shall prevail.

Company Obligations as a Processor
3.1 Gendalf shall:
(a) process Personal Data only in accordance with the written instructions of the Customer from time to time (including those set out in this Agreement), unless it is otherwise required by applicable law (in which case, unless such law prohibits such notification on important grounds of public interest, Gendalf shall notify the Customer of the relevant legal requirement before processing the Personal Data);
(b) take reasonable steps to ensure the reliability of all its personnel who have access to such Personal Data, and ensure that any such personnel are committed to binding obligations of confidentiality when processing Personal Data;
(c) implement and maintain technical and organisational measures and procedures to ensure an appropriate level of security for Personal Data, including protecting such Personal Data against the risks of accidental, unlawful or unauthorised destruction, loss, alteration, disclosure, dissemination or access;
(d) inform the Customer without undue delay if it becomes aware that any Personal Data is subject to a personal data breach;
(e) not disclose any Personal Data to any data subject or to a third party other than at the written request of the Customer or as expressly provided for in this Agreement;
(f) upon termination of this Agreement:
(i) where requested by the Customer within twenty one (21) days of termination of the Agreement, return the Personal Data and copies thereof to the Customer; and
(ii) delete the Personal Data and copies thereof, unless required by law to continue to store a copy of the Personal Data.

Assistance
4.1 Gendalf shall provide such information and assistance as the Customer reasonably requests (taking into account the nature of processing and the information available to Gendalf) to the Customer in relation to the Customer's obligations under Data Protection Laws with respect to:
(a) data protection impact assessments (as such term is defined in the GDPR);
(b) notifications to the supervisory authority under Data Protection Laws and/or communications to data subjects by the Customer in response to any personal data breach;
(c) the Customer's compliance with its obligations under the GDPR with respect to the security of processing;
(d) take such steps as are reasonably required to assist the Customer in ensuring compliance with its obligations under Articles 30 to 36 (inclusive) of GDPR;
(e) provide the Customer with its full co-operation and assistance in relation to any request made by a data subject to exercise its rights under the Data Protection Laws in relation to that person's Personal Data contained within Personal Data,
4.1 The Customer shall pay to Gendalf any reasonable administrative charges notified by Gendalf to the Customer in relation to, and any costs incurred by Gendalf in connection with the provision of any assistance in accordance with paragraph 4.1.

Sub-processing
5.1 The Customer grants a general authorisation to Gendalf to appoint sub-processors, including third party data centre and cloud storage operators, outsourced support providers, workflow and productivity software providers and analytics services providers, to support the performance of the Services.
5.2 Gendalf shall maintain a list of sub-processors at the following URL: https://gendalf.ai/privacypolicy and shall add the names of new and replacement sub-processors to the list prior to them becoming a sub-processor of any Personal Data, and the Customer acknowledges it is responsible for checking such list for updates.
5.3 If the Customer has a reasonable objection to any new or replacement sub-processor, it shall notify Gendalf of such objections in writing and the parties will seek to resolve the matter in good faith. If the matter cannot be resolved, the Customer may terminate this Agreement only in relation to the Services to which the proposed new sub-processor(s)' processing of Personal Data relates or would relate by providing written notice to Gendalf having effect thirty (30) days after receipt by Gendalf.
5.4 If the Customer does not provide a timely objection within fourteen (14) days to any new or replacement sub-processor in accordance with this paragraph 5, the Customer will be deemed to have accepted the addition or replacement of the sub-processor.
5.5 Gendalf shall ensure that any sub-processor it engages to provide an aspect of the Services on its behalf in connection with this Agreement does so only on the basis of a written contract which imposes on such sub-processor terms substantially no less protective of Personal Data than those imposed on Gendalf in this Agreement.
5.6 Gendalf shall remain responsible for compliance with its obligations under the DPA and will be liable to the Customer for the acts and omissions of any sub-processor as if they were the acts and omissions of Gendalf.

Data Transfers
6.1 Gendalf shall not transfer personal data outside of the UK or EEA, including to any sub-processor, unless:
(a) the transfer is to a recipient in a country, territory or specified sector which ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of personal data, as set out in:
(i) with respect to personal data falling within the scope of the EU GDPR, a decision of the European Commission;
(ii) with respect to personal data falling within the scope of the UK GDPR, the UK Data Protection Act 2018 or regulations made by the UK Secretary of State under the UK Data Protection Act 2018;
(b) the transfer is governed by an agreement that incorporates the Standard Contractual Clauses (processors) approved by European Commission Decision C(2010)593 or the applicable module of the Standard Contractual Clauses annexed to Commission Implementing Decision (EU) 2021/914; or
(c) the transfer is otherwise lawful under the GDPR.

Audit and records
7.1 Gendalf shall make available to the Customer such information in Gendalf's possession or control as the Customer may reasonably request with a view to demonstrating Gendalf's compliance with the DPA.
7.2 The Customer may exercise its right of audit under Data Protection Laws through:
(a) Gendalf providing:
(i) an audit report not older than 18 months by a registered and independent external auditor demonstrating that Gendalf's technical and organisational measures are sufficient; and
(ii) additional information in Gendalf's possession or control to an applicable supervisory authority when it requests or requires additional information in relation to the data processing activities carried out by Gendalf under this Agreement; or
(b) an audit of Gendalf's and its sub-processors' data processing facilities carried out by an independent third party agreed between the parties.
7.3 With respect to any audits conducted in accordance with paragraph 7.2:
(a) any audits of Gendalf's or its sub-processors' data processing facilities shall be conducted during Gendalf's (or, where applicable, the applicable sub-processor's) business hours at a time agreed between the parties in writing, and in a manner that does not disrupt Gendalf's business;
(b) the Customer shall pay to Gendalf all costs and expenses incurred by Gendalf in connection with facilitating and contributing to any audits.