Finnmore Group Limited Terms and Conditions

1. INTERPRETATION 1.1. The following definitions apply to these Conditions.

Client: means the Client identified in the first Statement of Work. Conditions: these Terms and Conditions.

Contract: has the meaning given in the first Statement of Work.

Data Protection Legislation: any data protection legislation from time to time in force in the UK, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any other applicable data protection law in force in the United Kingdom.

Deliverables: means the deliverables or work described or referred to in a Statement of Work or provided to the Client by the Supplier as part of the Services (excluding the Supplier Standard Materials).

Effective Date: means the last date of signature of the Contract. Fee Schedule: the fee schedule specified in the applicable Statement of Work. Fees: has the meaning set out in Condition 6.1.b General Data Protection Regulation ((EU) 2016/679). Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information and any other intellectual property rights, whether registered or unregistered and all similar or equivalent rights or forms of protection in any part of the world.

Restricted Person: has the meaning provided at Condition 11.2. Services: the copywriting services to be provided by the Supplier under the Contract as set out in the applicable Statement(s) of Work: Statement of Work: means the applicable statement of work document setting out the details of the Services to be provided under the Contract, the first of which is set out on the signature page of the Contract.

Supplier: Finnmore Group Ltd, which is a company incorporated in Scotland with company number SC617756 and having its registered office at 272 Bath Street, Glasgow, Scotland, G2 4JR Supplier Standard Materials: any materials related to the Supplier’s training courses, including any pre-existing systems, processes, general methods of presentation, workshop materials and standard software programs proprietary to the Supplier, which may be used directly or indirectly in the supply of the Services.

Term: means the term of this Contract as described in Condition 2.

1.2. In the event of any conflict between these Conditions and any Statement of Work, then these Conditions shall prevail, unless it is clearly and expressly stated that the opposite should be the case.

2. COMMENCEMENT AND DURATION

2.1. The Contract shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with Condition 10 until either party gives to the other party written notice to terminate. Such notice shall expire on the completion of all Statements of Work entered into before the date on which it is served.

2.2. If there are no uncompleted Statements of Work as at the date notice to terminate is served under Condition 2.1, such notice shall terminate this Contract with immediate effect.

2.3. The parties shall not enter into any further Statements of Work after the date on which notice to terminate is served under Condition 2.1.

2.4. The Supplier shall provide the Services from the date specified in the relevant Statement of Work.

3. STATEMENTS OF WORK

3.1. Each Statement of Work shall be signed by both parties and shall be substantially in the form of the first Statement of Work set out ON the signature page of the Contract.

3.2. Once a Statement of Work has been signed off by the parties, no amendment shall be made to it except in accordance with Condition 11.5.

3.3. Each Statement of Work shall be part of the Contract and not form a separate agreement to it.

4. SUPPLY OF SERVICES

4.1. In providing the Services, the Supplier shall: (i) perform the Services with reasonable care, skill and diligence in accordance with the Supplier's industry, profession or trade; and (ii) ensure that the Services conform with all descriptions and specifications set out in the applicable Statement of Work.

4.2. The Supplier shall use reasonable endeavors to meet any performance dates for the Services specified in each Statement of Work or notified to the Supplier by the Client, but such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of the Contract.

4.3. The Client shall cooperate with the Supplier in all matters relating to the Services.

4.4. If the Suppliers performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

5. CLIENT OBLIGATIONS

5.1. The Client shall obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under the Contract, including without limitation the Services.

6. PRICE AND PAYMENT

6.1. The fees for the Services are set out in the applicable Statement of Work (the “Fees”) and shall be paid in accordance with the relevant Fee Schedule (or if no schedule is specified, monthly in advance).

6.2. For ongoing Services, the Supplier reserves the right to increase the Fees during the Term, but no more than one increase per Services type in any twelve (12) month period.

6.3. The Supplier reserves the right to increase the Fees if the Client makes any changes to the Services specified in the applicable Statement of Work.

6.4. Failure to make any payment under the Contract on time shall be considered a material breach of the Contract.

6.5. Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Supplier in accordance with this Condition 6, the Supplier may:- (i) charge interest on such sum from the due date for payment at the annual rate of 5% above the base rate from time to time of the Bank of Scotland, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand; and (ii) suspend all Services until payment has been made in full.

6.6. All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This Condition 6.6 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

6.7. Should the overall project be terminated for any reason, we will invoice you for up 15% of the total projects costs to cover any costs related to early termination of the contract.

6.8. Unless otherwise agreed in writing, the Fees exclude any applicable taxes. If applicable, Value Added Tax (or any tax or governmental levy imposed in any relevant jurisdiction) shall be added to the Fees.

7. DATA PROTECTION

7.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Condition 7 is in addition to, and does not relieve, remove or replace, either party's obligations under the Data Protection Legislation.

7.2. If the Supplier processes any personal data on the Client's behalf when performing its obligations under the Contract, the parties record their intention that the Client shall be the controller and the Supplier shall be a processor (where ‘personal data’, ‘controller’ and ‘processor’ have the meanings as defined in the Data Protection Legislation). The scope, nature and purpose of processing by the Supplier and the types of personal data and categories of data subjects will be the determined by or set out in the applicable Statement of Work. The duration of processing will be determined by the Supplier’s data retention policy.

7.3. The Supplier shall, in relation to any personal data processed in connection with the performance of its obligations under the Contract: (i) process the personal data only on the Client’s documented instructions (unless otherwise required by applicable law); (ii) maintain records of any processing of personal data that it carries out on the Clients behalf; (iii) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; (iv) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; (v) assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with the Clients obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (vi) notify the Client without undue delay on becoming aware of a personal data breach; and (vii) at the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of the Contract (unless required by applicable law(s) to store the personal data).

7.4. The Client consents to the Supplier appointing third-party processors of personal data who assist with aspects that may be required under the Contract, including IT and system administration services and file storage services. The Client acknowledges that such appointment may involve transfer of personal data outwith the EEA and accordingly the Client consents to such transfer. The Supplier confirms that it has entered, or will enter (as the case may be), a written agreement with any such third-party processor incorporating terms which are substantially similar to those set out in this Condition 7 and, where applicable, has ensured that appropriate safeguards are in place in compliance with the Data Protection Legislation.

7.5. The Client warrants that: (i) It is not aware of any circumstances likely to give rise to breach of the Data Protection Legislation (including any personal data breach); (ii) it has a lawful basis under the Data Protection Legislation to transfer any personal data to the Supplier for processing under this Contract and such use will comply with all Data Protection Legislation; (iii) it will promptly notify the Supplier of any action the Supplier must take to assist it with ensuring compliance with its obligations under Data Protection Legislation, including with request to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (iv) the personal data is necessary, adequate, relevant, accurate and up-to-date and it will notify the Supplier (iv) the personal data is necessary, adequate, relevant, accurate and up-to-date and it will notify the Supplier promptly of any changes to the personal data.

8. LIMITATION OF LIABILITY

8.1. Subject to Condition 8.4 below, the Supplier shall not be liable for any claims, losses, liabilities, expenses or damages arising from: (i) any use made by the Client of the Services; (ii) any damage caused by errors or omissions in any information or instructions provided to the Supplier by the Client in connection with the Services, or any actions taken by the Supplier at the Client's direction; or (iii) negligence on the part of any person other than the Supplier.

8.2. Subject to Condition 8.4 below, the Supplier shall not be liable, whether in contract, delict (including negligence) or otherwise, for any special, indirect, or consequential loss or damage, including loss of profit, business, contracts, anticipated savings, loss of or damage to goodwill or loss of use or corruption of software, data or information, whether notice of the likelihood of such damage is given to the Company or not.

8.3. Subject to Condition 8.4 below, the Supplier's total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, negligence, breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount paid by the Client for the Services under the applicable Statement of Work during the twelve (12) month period preceding the date on which the claim arose.

8.4. Nothing in these Conditions shall limit or exclude the Supplier’s liability for: (i) personal injury or death resulting from any negligence of the Supplier or its employees; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be limited or excluded by law.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. The Supplier shall retain ownership of all Intellectual Property rights in the Supplier Standard Materials.

9.2. Unless stated otherwise in an applicable Statement of Work, all Intellectual Property Rights in any Deliverables: (i) shall be assigned to the Client on payment of the Fees; and (ii) shall, together with any client materials necessary to provide the Services, be automatically deemed licensed to the Supplier to use solely for the purposes of providing the Services described in the applicable Statement of Work.

9.3. In consideration for full payment by the Client to the Supplier of the Fees, the Supplier hereby grants to the Client a royalty free, non-exclusive licence to use the Supplier Standard Software (and any item of the Deliverables which is not to be owned by the Client under a Statement of Work) necessary for receipt and use of the Services.

10. TERMINATION

10.1. Without prejudice to any other rights or remedies to which each party may be entitled, a party may terminate the Contract without liability to the other party if: (i) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; (ii) the other party becomes insolvent or; (iii) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

10.2. On termination or expiry of the Contract: (i) all existing Statements at Work shall terminate automatically; (ii) the Client shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

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

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

11. BUSINESS PROTECTION

11.1. In order to protect the legitimate business interests of the Supplier, the Client warrants that it shall not (except with the prior written consent of the Supplier) either during the Term or in the 12 month period thereafter: (i) solicit or entice away (or attempt to solicit or entice away) from the employment or service of the Supplier, the services of any Restricted Person other than by means of national advertising not targeted specifically at such persons; or (ii) employ or engage any Restricted Person.

11.2. For the purposes of this Condition 11, a Restricted Person shall mean any firm, company or person employed or engaged by the Supplier during the Term who has been engaged in the provision of the Services or the management of this Contract or any other Contract between the Supplier and Client in the preceding or following 12 months from the Effective Date, either as principal, agent, employee, independent contractor or in any other form of employment or engagement.

11.3. If the Client commits any breach of Condition 11.1, the Client shall, on demand, pay to the Supplier a sum equal to one year's basic salary or the annual fee that was payable by the Supplier to the Restricted Person plus the recruitment costs incurred by the Supplier in replacing such person.

12. GENERAL

12.1. Confidentiality: The Client shall keep confidential and shall not without the prior consent in writing of the Supplier disclose to any third party any technical or commercial information acquired from the Supplier as a result of discussions, negotiations and other communications between the Client and the Supplier in relation to the Services.

12.2. Entire Agreement: The Contract shall be governed in all respects by these Conditions. The Supplier shall not be bound by any terms or conditions set out in any other order form, documents or correspondence of the Client. These Conditions shall supersede and prevail over any other terms and conditions stipulated or referred to by the Client, and no addition, alteration or substitution of these Conditions will bind the Supplier or form part of any Contract, unless expressly accepted in writing by an authorised officer of the Supplier.

12.3. Force Majeure: The Supplier shall not be responsible or liable for any loss or damage whether direct, indirect or consequential, arising from any delay or default in the performance of any of the Supplier’s obligations in terms of these Conditions where such delay or default arises as a result of any circumstances or conditions beyond the reasonable control of the Supplier. The Supplier shall be entitled to terminate the Contract without liability to the Client in the event that the ability of the Supplier to deliver the Services is delayed, hindered or prevented by circumstances beyond its reasonable control.

12.4. Waiver of Rights: No failure or delay by the Supplier to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, and the single or partial exercise of such right or remedy shall not prevent or restrict the further exercise of that or any other right or remedy.

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

12.6. Invalidity: The invalidity in whole or in part of any of these Conditions shall not affect the validity of any other provision.

12.7. Severability: Each of these Conditions shall be separate and severable and shall be enforceable accordingly.

12.8. Relationship of Parties: Nothing in these Conditions and no action taken by the parties pursuant to these Conditions shall constitute or be deemed to constitute a partnership or joint venture between the parties, or shall constitute either party as the agent, employee or representative of the other party. The parties to the Contract are independent parties.

12.9. Third Party Rights: No rights are given under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce any term of the Contract.

12.10. Assignation: Neither party shall, without the prior written consent of the other party, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

12.11. Notices: Any notice required to be given, shall be deemed to have been served (i) six (6) business days after time of posting if sent by airmail (ii) forty eight (48) hours after time of posting if sent by first class or prepaid UK post or (iii) at the time of delivery, if delivered personally, by commercial courier or sent by e-mail.

13. GOVERNING LAW AND JURISDICTION These Conditions and any other provisions which constitute a Contract between the parties in relation to the supply of the Services shall be governed by and construed in all respects in accordance with the Law of Scotland. The parties hereby submit to the non-exclusive jurisdiction of the Scottish Courts for the determination of any question or dispute between them.