Lead Wolf CRM — Terms and Conditions

Version: 1 Effective date: 21 May 2026 Supplier: Lead Wolf Digital Ltd, Salix House Waters Edge, Wansford, Peterborough, PE8 6LH (registered in England and Wales with company number 12023161).

1. Definitions and interpretation

1.1 In these Conditions, the following definitions apply:

1.2 In these Conditions, the following rules apply:

1.2.1 a reference to a statute or statutory provision is a reference to such statute or provision as amended, re-enacted or superseded and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.2 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.3 save for any notice given to a party under or in connection with the Contract in accordance with condition 13.6, a reference to “writing” or “written” includes emails.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Customer subscribes to the Services by:

2.2.1 completing the Supplier’s online sign-up process; and

2.2.2 indicating its acceptance of these Conditions by ticking the “I accept” checkbox or equivalent affirmation presented at sign-up.

The act of doing so constitutes an offer by the Customer to subscribe to the Services in accordance with these Conditions. The Customer is responsible for ensuring that the information it provides at sign-up is complete and accurate.

2.3 The Contract shall come into existence and the Subscription shall commence on the date on which the Customer has both completed sign-up and accepted these Conditions (“Commencement Date”). The Supplier may, in its absolute discretion and acting reasonably, decline to provide the Services to any person, in which case any Charges paid in advance shall be refunded and no Contract shall arise.

2.4 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s website, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document that is inconsistent with these Conditions.

3. Performance of the Services

3.1 The Contract shall commence on the Commencement Date. The Customer shall be entitled to a Trial Period of 30 days during which no Charges are payable. Following the Trial Period, the Charges become payable in accordance with condition 5. Unless terminated earlier in accordance with condition 11, the Contract shall continue in full force and effect until either party gives to the other party one (1) month’s written notice to terminate.

3.2 The Supplier shall from the Commencement Date and for the duration of the Contract provide the Services to the Customer in accordance with the Contract in all material respects.

3.3 The Supplier shall use reasonable endeavours to make the Services available 24 hours a day, 7 days a week, except for: (a) planned maintenance carried out during a published maintenance window; and (b) unscheduled maintenance, which the Supplier will use reasonable endeavours to notify the Customer of in advance.

3.4 The Supplier does not guarantee uninterrupted and/or reliable access to the Services, that the Services will be error free, and makes no guarantees as to its operation, functionality or otherwise.

3.5 The Supplier warrants that it shall provide the Services with reasonable care and skill. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

4. Customer obligations

4.1 The Customer shall:

4.1.1 co-operate with the Supplier in all matters relating to the Services;

4.1.2 provide such information to the Supplier as the Supplier may reasonably request for the purpose of providing the Services and ensure that such information is accurate in all material respects;

4.1.3 obtain and maintain all necessary licences, permissions and consents which may be required before the Commencement Date and throughout the term of the Contract, including all lawful bases (under Data Protection Laws) required for the Customer to upload, store, process and otherwise use Subscriber Data through the Services;

4.1.4 ensure that all Users keep their access credentials confidential and do not share them with any other person; the Customer is responsible for all acts and omissions of its Users as if they were its own;

4.1.5 comply with all Applicable Law with respect to its activities under the Contract;

4.1.6 not reproduce, duplicate, copy, scrape, reverse-engineer, decompile, frame, mirror or re-sell any part of the Services; and

4.1.7 comply with the Acceptable Use Policy set out in condition 4.3 [NEW].

4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

4.2.1 the Supplier shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default;

4.2.2 the Supplier shall not be liable for any losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition; and

4.2.3 the Customer shall reimburse the Supplier on demand for any losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

4.3 Acceptable Use Policy. [NEW] The Customer shall not (and shall not permit any User or third party to) use the Services:

4.3.1 in any way that breaches Applicable Law, including without limitation the UK General Data Protection Regulation, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (“PECR”), or any applicable anti-spam or marketing-consent laws;

4.3.2 to send unsolicited marketing communications, “spam”, or any communication for which the recipient has not provided a valid lawful basis under Data Protection Laws and PECR;

4.3.3 to store, transmit or process material that is unlawful, defamatory, obscene, threatening, harassing, infringing of any third party’s Intellectual Property Rights, or that contains malicious code;

4.3.4 to attempt to gain unauthorised access to the Services or any related systems, to probe, scan or test the vulnerability of the Services, or to interfere with or disrupt the integrity, security or performance of the Services;

4.3.5 to build a competing product, or for the purpose of monitoring the availability, performance or functionality of the Services for any competitive purpose;

4.3.6 in connection with any high-risk activity in which failure or inaccuracy of the Services could lead to death, personal injury, or environmental damage.

The Supplier may suspend the Services, with or without prior notice, where it reasonably believes the Customer is in breach of this condition 4.3.

5. Charges and payment

5.1 The Charges for the Services shall be the charges set out in the Customer’s online account at the Commencement Date and any subsequent renewal. The first 30 days from the Commencement Date are a Trial Period during which no Charges are payable; thereafter the Charges become payable monthly in advance.

5.2 Any additional Services not set out in the Customer’s online account shall be charged in accordance with the Supplier’s written quotation.

5.3 The Charges exclude amounts in respect of UK value added tax (“VAT”), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.

5.4 Payment of the Charges plus VAT at the prevailing rate (if applicable) will be made in pound sterling via the payment method selected by the Customer at sign-up, being either: (a) direct debit; or (b) a valid debit or credit card processed by the Supplier’s nominated payment processor. The Customer warrants that any payment details it provides are accurate and that it is authorised to use the payment method nominated.

5.5 The Supplier may invoice the Customer for the Charges for any additional Services not set out in the Customer’s online account plus VAT at the prevailing rate (if applicable).

5.6 The Customer shall pay each invoice in full and in cleared funds within 7 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier or, in the case of card payments, by automatic collection on the invoice date. Time of payment is of the essence.

5.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

5.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

5.9 Price changes. [NEW] The Supplier may vary the Charges for any renewal period by giving the Customer not less than 30 days’ written notice (which may be given by email) before the start of the renewal period. If the Customer does not accept the variation, the Customer may terminate the Contract under condition 3.1 before the variation takes effect.

6. Intellectual Property Rights

6.1 Unless otherwise agreed in writing, all Intellectual Property Rights in the Services, the Supplier Materials and the Deliverables (and arising in their performance) shall be owned by the Supplier.

6.2 The Customer may use the Services and Deliverables only for the purpose of receiving the Services for its own internal business purposes. The Customer shall not supply the Services or Deliverables to any third party or use them to provide a service to any third party (except that Users acting on behalf of the Customer may use the Services in the course of their employment or engagement by the Customer).

6.3 All Supplier Materials are the Supplier’s exclusive property. All Customer Materials, including Subscriber Data, are and remain the Customer’s exclusive property. The Customer grants the Supplier a non-exclusive, worldwide, royalty-free licence to use, copy, store, transmit and modify the Customer Materials solely to the extent necessary for the Supplier to provide the Services.

6.4 The Supplier grants a non-exclusive, non-transferable, royalty-free licence to the Customer for the term of the Contract to access and use the Services (together with all Intellectual Property Rights in the same) for the purpose of exercising its rights under the Contract.

6.5 The Customer shall indemnify the Supplier against all reasonable liabilities, costs, expenses, damages and losses suffered or incurred by the Supplier as a direct result of any claim made against the Supplier for infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Customer Materials or the Customer’s use of the Services in breach of the Contract.

6.6 Post-termination use of Intellectual Property. Should the Customer continue to use the Intellectual Property Rights belonging to the Supplier following the termination of the Contract, the Customer agrees to an ongoing obligation to pay the Supplier for such use. The charge shall be equivalent to the payment amount that was applicable during the term of the Contract, or a reasonable fee to be determined by the Supplier, whichever is higher. This clause shall survive the termination of the Contract and the Customer’s obligation shall continue until such time as the Customer ceases to use the Supplier’s Intellectual Property Rights.

7. Liability

7.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

7.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

7.1.2 fraud or fraudulent misrepresentation;

7.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or

7.1.4 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

7.2 Subject to condition 7.1:

7.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for:

7.2.1.1 any indirect, special, consequential or pure economic loss or damage;

7.2.1.2 any loss of profits, anticipated profits, revenue or business opportunities;

7.2.1.3 damage to goodwill; or

7.2.1.4 loss, corruption or unauthorised disclosure of Subscriber Data, except to the extent caused by the Supplier’s breach of condition 10;

(in each case arising as a direct or indirect result of the relevant claim); and

7.2.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the Charges paid or payable by the Customer in the 3 months immediately prior to the first act and/or omission giving rise to the liability.

8. Confidentiality

8.1 Subject to condition 8.2, each party shall:

8.1.1 use the other party’s Confidential Information solely for the performance of the Contract; and

8.1.2 keep the other party’s Confidential Information strictly confidential and not, without the other party’s prior written consent, disclose it to any other person.

8.2 A party may disclose the other party’s Confidential Information:

8.2.1 to its employees, officers, representatives, advisers or subcontractors who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract, provided that it ensures that such persons comply with this condition 8.2;

8.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and

8.2.3 if such information is public knowledge or already known to the receiving party at the time of disclosure or subsequently becomes public knowledge other than by breach of any duty of confidentiality (contractual or otherwise).

8.3 This condition 8 shall survive termination of the Contract.

9. Non-solicitation

9.1 Neither party shall on its own account or in partnership or association with any person, whether directly or indirectly, during the term of this Contract and for a period of six months following its termination or expiry solicit or entice away any person employed or engaged by the other party in the provision or receipt of the Services or attempt or authorise such action.

9.2 If a party breaches condition 9.1 it shall pay to the other party the greater of:

9.2.1 the relevant individual’s gross annual salary inclusive of all benefits at the time of their resignation or departure; and

9.2.2 the equivalent of 50% of the relevant individual’s new annual salary or fee inclusive of all benefits, such sum being deemed by both parties to be fair compensation for the loss suffered as a result of such breach.

9.3 Employment as a result of a bona fide general recruitment campaign or advertisement shall not be a breach of the provisions of condition 9.1.

10. Data protection

10.1 Definitions. For the purposes of this condition 10, the following definitions shall apply:

• “Business Contact Data” means the business contact information of personnel engaged by either party to the Contract, specifically the name, business telephone number, business email address, business postal address and/or the job role or title of such personnel.
• “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “processing” (and “process”, “processed”), and “sub-processor” each have the meanings given in the UK GDPR or the Data Protection Act 2018, as applicable.
• “Data Protection Laws” means the UK GDPR, the Data Protection Act 2018, the EU GDPR (where applicable), PECR, and any binding guidance issued by the Information Commissioner’s Office.
• “UK GDPR” means the General Data Protection Regulation (EU) 2016/679 as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018.

10.2 Roles of the parties. The parties acknowledge and agree that for the purposes of the Contract:

10.2.1 the Customer is the Data Controller of any Personal Data within the Subscriber Data, and the Supplier is the Data Processor of that Personal Data on the Customer’s behalf;

10.2.2 in respect of Business Contact Data exchanged between the parties for administering the Contract (e.g. the contact details of each party’s account managers), each party is a separate Data Controller; and

10.2.3 each party is responsible for its own compliance with Data Protection Laws in respect of the Personal Data it processes as a Data Controller.

10.3 Customer obligations as Data Controller. The Customer shall:

10.3.1 ensure that it has, and shall maintain throughout the term of the Contract, a valid lawful basis under Data Protection Laws for the processing of all Personal Data uploaded to or processed within the Services;

10.3.2 ensure that all Data Subjects whose Personal Data is processed within the Services have been provided with the information required under Articles 13 and 14 of the UK GDPR;

10.3.3 give all instructions to the Supplier in writing and ensure that any instructions are lawful; and

10.3.4 not upload or process within the Services any special categories of Personal Data (within the meaning of Article 9 of the UK GDPR), or any criminal-offence data (within the meaning of Article 10), without the Supplier’s prior written consent.

10.4 Supplier obligations as Data Processor. The Supplier shall, in respect of Personal Data within the Subscriber Data:

10.4.1 process the Personal Data only on the Customer’s documented instructions, including the instructions set out in this condition 10 and as further communicated by the Customer through its use of the Services, save where the Supplier is required to process the Personal Data otherwise by Applicable Law (in which case it shall notify the Customer of that legal requirement before processing, unless the law prohibits it from doing so);

10.4.2 ensure that any person authorised to process the Personal Data on the Supplier’s behalf is bound by a written or statutory duty of confidentiality;

10.4.3 implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking account of the matters set out in Article 32 of the UK GDPR, including encryption in transit, access controls, regular backups, and logical separation of each Customer’s tenant data;

10.4.4 not engage any new sub-processor without the Customer’s prior general written authorisation; the Customer hereby gives general authorisation to the sub-processors listed at the URL published by the Supplier from time to time, and the Supplier shall give the Customer not less than 14 days’ notice of any intended addition or replacement of a sub-processor, during which time the Customer may object on reasonable grounds (in which case the parties shall negotiate in good faith a resolution, and failing resolution, the Customer may terminate the Contract);

10.4.5 ensure that any sub-processor it engages is bound by a written contract imposing data-protection obligations no less onerous than those in this condition 10;

10.4.6 not transfer the Personal Data outside the United Kingdom or European Economic Area without an appropriate safeguarding mechanism in place under UK GDPR Chapter V (international transfers);

10.4.7 assist the Customer, by appropriate technical and organisational measures and insofar as this is possible, in fulfilling its obligation to respond to requests for exercising Data Subjects’ rights under Chapter III of the UK GDPR;

10.4.8 assist the Customer in ensuring compliance with its obligations under Articles 32 to 36 of the UK GDPR (security, breach notification, data protection impact assessment, prior consultation), taking into account the nature of the processing and the information available to the Supplier;

10.4.9 notify the Customer without undue delay (and in any event within 72 hours) after becoming aware of a Personal Data breach affecting Subscriber Data;

10.4.10 at the choice of the Customer, delete or return all Subscriber Data to the Customer after the end of the provision of Services, in accordance with condition 11.4; and

10.4.11 make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the UK GDPR and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer; the Customer may exercise this right not more than once in any 12-month period (save where required by a supervisory authority), on not less than 30 days’ written notice, during normal business hours, and at the Customer’s cost.

10.5 Subject matter and details. The subject matter, duration, nature and purpose of the processing, the types of Personal Data and the categories of Data Subjects are described in the Schedule to these Conditions at Schedule 1.

10.6 International transfers of Business Contact Data. The parties shall only transfer Business Contact Data outside the United Kingdom or European Economic Area with an appropriate safeguarding mechanism in place under UK GDPR Chapter V.

10.7 Aggregated and anonymised data. Aggregated and anonymised data about product selection patterns across opportunities may be shared with relevant suppliers or buying groups to support product development and availability. This data does not contain personal data as defined under UK GDPR, including names, contact details, or any special category data.

11. Termination

11.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

11.1.1 commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 15 days of being notified in writing to do so;

11.1.2 (being a body corporate) is declared or becomes insolvent, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation, or threatens to do any of these things or takes or suffers any similar action in any jurisdiction (an “Insolvency Event”);

11.1.3 (being an individual) is declared bankrupt, enters into any composition or arrangement with his creditors, has a receiver appointed to any of his assets, or ceases to carry on business, or takes or suffers any similar action in any jurisdiction (also an “Insolvency Event”);

11.1.4 (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation; or

11.1.5 suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

11.2 Without limiting its other rights or remedies, the Supplier may:

11.2.1 terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and fails to pay all outstanding amounts within 21 days after being given written notice to do so;

11.2.2 suspend provision of the Services under the Contract or any other contract between the Supplier and the Customer if the Customer becomes subject to an Insolvency Event or the Supplier reasonably believes that the Customer is about to become subject to one, or if the Customer fails to pay any amount due under the Contract on the due date for payment, or if the Customer breaches condition 4.3 (Acceptable Use); and

11.2.3 terminate the Contract with immediate effect on written notice if the Customer commits a material or persistent breach of condition 4.3 (Acceptable Use).

11.3 On termination of the Contract for any reason:

11.3.1 the Customer shall immediately pay to the Supplier all the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which the Customer shall pay immediately on receipt;

11.3.2 the Customer’s right to access the Services shall cease, save as set out in condition 11.4;

11.3.3 the parties’ rights and remedies that have accrued as at termination shall be unaffected; and

11.3.4 conditions that expressly or by implication survive termination of the Contract shall continue in full force and effect.

11.4 Data export and deletion. [NEW] On termination of the Contract for any reason:

11.4.1 for a period of 30 days following termination (the “Export Window”), the Supplier shall provide the Customer with reasonable means to export the Subscriber Data, in a commonly used machine-readable format;

11.4.2 at the Customer’s written request received before the end of the Export Window, the Supplier shall return all Subscriber Data to the Customer in a commonly used machine-readable format;

11.4.3 after the end of the Export Window, the Supplier shall delete all Subscriber Data from its production systems within a further 30 days, and from its backup systems in accordance with its backup-retention schedule, save where retention is required by Applicable Law; and

11.4.4 the Supplier shall, on the Customer’s written request, certify the deletion of the Subscriber Data.

12. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event which hinders, delays or prevents performance of a party’s obligations and which is either beyond that party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure or interruption of energy sources, other utility service or transport network, acts of God, war, threat of or preparation for war, armed conflict, terrorism, riot, civil commotion, interference by civil or military authorities, sanctions, embargo, export or import restriction, quota or prohibition, breaking off of diplomatic relations, national or international calamity, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosion, collapse of building structures, fire, flood, drought, storm, earthquake, volcanic eruption, loss at sea, epidemic, pandemic or similar events, natural disasters or extreme adverse weather conditions, default of suppliers or subcontractors, or failure of internet infrastructure or third-party cloud-hosting providers.

13. General

13.1 Assignment and subcontracting

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

13.1.2 The Customer shall not assign, transfer, mortgage, charge, declare a trust over, subcontract, delegate or deal in any other manner with any or all of its rights or obligations under the Contract without the Supplier’s written consent.

13.2 Entire agreement. The Contract (incorporating these Conditions) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

13.3 Variation and re-acceptance. [NEW — versioning]

13.3.1 The Supplier may amend these Conditions from time to time by publishing a new version on its website. Each version shall be uniquely identified.

13.3.2 Where the Supplier reasonably considers a variation to be material (including any variation that increases the Customer’s obligations or reduces the Customer’s rights), the Supplier shall give the Customer not less than 30 days’ written notice (which may be given by email or by in-product notification) before the variation takes effect, and shall require the Customer to re-accept the updated Conditions through the Services. Continued use of the Services after the effective date of a material variation, or active re-acceptance through the Services, shall constitute the Customer’s acceptance of the variation.

13.3.3 Non-material variations (including typographical corrections and clarifications) take effect on publication of the new version, without notice or re-acceptance.

13.3.4 If the Customer does not accept a material variation, the Customer may terminate the Contract under condition 3.1, in which case the Customer shall continue to be bound by the previous version of these Conditions until termination takes effect.

13.4 Waiver. Except as set out in condition 2.5, no failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of or prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.5 Severance. If any provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision under this condition shall not affect the validity and enforceability of the rest of the Contract.

13.6 Notices

13.6.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or by a signed-for next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

13.6.2 Any notice shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or, if not signed for, at the time the notice is left at the correct address; (b) if sent by pre-paid first-class post, at 09:00 on the second Business Day after posting; and (c) if sent by a signed-for next working day delivery service, at the time recorded by the delivery service.

13.6.3 This condition 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.

13.6.4 A notice given under the Contract is not valid if sent by fax or email, save that the Supplier may give notice of variations to these Conditions under condition 13.3 by email or in-product notification.

13.7 Third party rights. No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.

13.8 Relationship. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Supplier and the Customer, constitute either party the agent of the other party or authorise either party to make or enter into any commitments for or on behalf of the other party.

13.9 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 construed in accordance with, the law of England and Wales.

13.10 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). Nothing in this condition shall limit the Supplier’s right to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdictions.

Schedule 1 — Data Processing Particulars (Article 28 UK GDPR) [NEW]

End of Conditions.