TERMS AND CONDITIONS FOR USE OF SANDBOX SERVICE

1 Definitions and interpretation
1.1 In these Conditions:

Affiliate

means, in relation to any Party, any person that it Controls, is Controlled by or under the Control of that Party, or with whom that Party is under common Control;

API

means the application programmers interface that enables the Customer to directly access the Platform via the Sandbox, as more particularly set out in the Platform User and Developers Guide;

Applicable Law

means applicable legislation, rules or regulations, any form of secondary legislation and applicable case law from time to time and includes, without limitation, industry standards, licences and codes, health, safety and environmental directives, legislation and codes of practice, anti-money laundering requirements and Data Protection Laws, as applicable to the Parties;

Appropriate
Safeguards

means such legally enforceable mechanism(s) for
transfers of Data as may be permitted under Data
Protection Laws from time to time;

Bribery Laws

means the Bribery Act 2010 and all other applicable
UK legislation, statutory instruments and regulations
in relation to bribery or corruption;

Business Day

means a day other than a Saturday, Sunday or bank

or public holiday in England;

Business Hours

means the hours of 09:00 to 17:30 on a Business Day;

Customer

means the person or organisation who has registered

for access to and use of the Sandbox;

Commencement Date

means the date on which the Customer registers to
use the Sandbox, in accordance with these terms and

conditions;

Conditions means these terms and conditions;

Confidential Information

has the meaning given in clause 11;

Consumer

means customer (whether one or more individuals, a
business or otherwise) of the Customer for the
purposes of electricity supply (as applicable) at whose
premises (whether they are owner or occupier of that
premises) a smart meter has been installed to
measure the supply of electricity by the Customer;

Consumer Data

means the data, analytics and usage patterns of
Consumers which the Customer may access via the
Platform, subject to the Customer having obtained
consent from those Consumers;

Control

means the beneficial ownership of more than 50% of
the issued share capital of a company or the legal
power to direct or cause the direction of the
management of the company and Controls and
Controlled shall be interpreted accordingly OR has
the meaning given in the Corporation Tax Act 2010, s
1124 and Controls and Controlled shall be
interpreted accordingly;

Data Controller

has the meaning ascribed to it in the Data Protection

Laws;

Data Processor has the meaning ascribed to it in the Data Protection

Laws;
Data Protection
Laws

means all applicable data protection and privacy
legislation in force from time to time in the UK

including the General Data Protection Regulation
((EU) 2016/679); the Data Protection Act 2018; the
Privacy and Electronic Communications Directive
2002/58/EC (as updated by Directive 2009/136/EC)
and the Privacy and Electronic Communications
Regulations 2003 (SI 2003/2426) as amended, the
GDPR as implemented into UK law via domestic
legislation including the European Union Withdrawal
Act 2018, and as amended, varied and supplemented
including by the Data Protection, Privacy and
Electronic Communications (Amendments etc) (EU
Exit) Regulations 2019, as amended and the DPA (the
UK GDPR) and any other UK or European Union
legislation applicable in the UK relating to personal
data and all other legislation and regulatory
requirements in force from time to time which apply
to a Party relating to the use of Personal Data
(including, without limitation, the privacy of
electronic communications); and the guidance and
codes of practice issued by the relevant data
protection or supervisory authority and applicable to
a Party;

DCC means the licensee from time to time appointed by
the Secretary of State pursuant to section 7 AB(2) of
the Gas Act 1986 and section 6 (IA) of the Electricity
Act 1989, the current licensee being Smart DCC Ltd,
as identified in condition 5 of the Smart Meter
Communications Licence granted pursuant to the
Electricity Act 1989 and the Gas Act 1986;
Force Majeure means any of the following events: war, the threat of
war, revolution, terrorism, riot or civil commotion, or
precautions against any such; strikes, lock outs or
other industrial action, whether of the affected
Party’s own employees or others; blockage or
embargo; acts of or restrictions imposed by
government or public authority; failures of supply of
water, power, fuels, transport, equipment or other
deliverables or services; explosion, fire, corrosion,
ionising radiation, radioactive contamination; flood,
natural disaster, or adverse weather conditions;
malicious or negligent act or accident, and
breakdown or failure of equipment, whether of the
affected Party or others, but does not include,
without limitation, inability to pay, mechanical or
technical difficulties, shortage or increase of price of
raw materials, over-commitment or market or other
circumstances which may prevent a party from
performing its obligations under this Agreement;

Good Industry
Practice

means the use of standards, practices, methods and
procedures conforming to the Applicable Law and the
exercise of that degree of skill, care, diligence and
foresight which would reasonably and ordinarily be
expected in the same type of undertaking under the
same or similar circumstances and conditions in
relation to that Party in connection with the Services;

Intellectual
Property Rights

means copyright, patents, rights in inventions, rights
in confidential information, Know-how, trade secrets,
trademarks, service marks, trade names, design
rights, rights in get-up, database rights, rights in data,
semi-conductor chip topography rights, mask works,
utility models, domain names, rights in computer
software and all similar rights of whatever nature
and, in each case: (i) whether registered or not, (ii)
including any applications to protect or register such
rights, (iii) including all renewals and extensions of
such rights or applications, (iv) whether vested,
contingent or future and (v) wherever existing;

Know-how means inventions, discoveries, improvements,
processes, formulae, techniques, specifications,
technical information, methods, tests, reports,
component lists, manuals, instructions, drawings and
information relating to customers and suppliers
(whether written or in any other form and whether
confidential or not);

Party means both the Customer and the Supplier, or as the

context requires, either one of them;

Platform the software applications and web-based platforms
which the Supplier makes available to the Customer
for the provision of smart meter data via the DCC;

Platform User
and Developers
Guide

means the guide available within the Platform via the
API, setting out the processes in respect of the
uploading of Consumer Data via the Platform
(including but not limited to, adding Properties,
removing Properties, consent confirmation and
withdrawal, amendments to collection periods in
respect of the Consumer Data, checking the status of
smart meters), as amended by the Supplier from
time to time.

Property means the premises of a Consumer at which smart
meter(s) are installed and in respect of which the
Services will be provided and “Properties” shall be
construed accordingly;

Sandbox means access to the test environment of the
Platform, including the Platform User and Developer
Guide, made available to the Customer by the
Supplier on a strictly test basis;

Sandbox System
User Identity

means the secure method of integration of the
Customer’s systems to the Sandbox via the API;
Representatives has the meaning given in clause 11.2.1;
SEC means the Smart Energy Code pursuant to the DCC as
published at
https://smartenergycodecompany.co.uk as
amended from time to time;

SEC
Authorisation

means the authorisation, credentials and
identification used by the Supplier to access the SEC
and provide the Services via the SEC (such as the DCC)
in respect of which the Supplier is currently
authorised to use the credentials of N3rgy Limited
(company number 11203504);

Software the online software applications provided by the

Supplier as part of the Services;

Supplier means N3rgy Data Limited, company number
11712674 whose registered office is at Prennau
House, Cardiff Gate Business Park, Pontprennau,
Cardiff, Wales, CF23 8XH or any Affiliate providing the
Services;

Term has the meaning set out in clause 2.1;
Trusted Consent means the process used by the Customer to obtain
consent from Consumers to use the Consumer Data
in connection with the Services, which shall be
validated by the Customer and provided to the
Supplier via the API to allow the Supplier to continue
to provide the Services;

Virus any thing or device (including any software, code, file
or programme) which may: prevent, impair or
otherwise adversely affect the operation of any
computer software, hardware or network, any
telecommunications service, equipment or network
or any other service or device; prevent, impair or
otherwise adversely affect access to or the operation

of any programme or data, including the reliability of
any programme or data (whether by re-arranging,
altering or erasing the programme or data in whole
or part or otherwise); or adversely affect the user
experience, including worms, trojan horses, viruses
and other similar things or devices.

1.2 In these Conditions:
1.2.1 a reference to these Conditions includes its
schedules, appendices and annexes (if any);
1.2.2 a reference to a ‘Party’ includes that Party’s personal
representatives, successors and permitted assigns;
1.2.3 a reference to a ‘person’ includes a natural person,
corporate or unincorporated body (in each case
whether or not having separate legal personality) and
that person’s personal representatives, successors
and permitted assigns;
1.2.4 a reference to a gender includes each other gender;
1.2.5 words in the singular include the plural and vice
versa;
1.2.6 any words that follow ‘include’, ‘includes’,
‘including’, ‘in particular’ or any similar words and
expressions shall be construed as illustrative only and
shall not limit the sense of any word, phrase, term,
definition or description preceding those words;
1.2.7 the table of contents, background section and any
clause, schedule or other headings in these
Conditions are included for convenience only and
shall have no effect on the interpretation of these
Conditions; and
1.2.8 a reference to legislation is a reference to that
legislation as in force as at the date if these
Conditions OR amended, extended, re-enacted or
consolidated from time to time.

2 General
2.1 The Supplier has developed certain software applications and
web-based platforms which it makes available to its customers
for the provision of smart meter data pursuant to the Smart
Energy Code which is contained within the Portal.
2.2 The Supplier has developed the Sandbox to allow any
prospective Customer to test the APIs, access API
documentation and sample code, implement and test API
integration in relation to the Portal in a test environment.
2.3 The Supplier has agreed to allow the Customer to use the
Sandbox, subject to these Conditions.
2.4 In registering for access to the Sandbox, you as the Customer,
have agreed to accept these Conditions and to be bound by them
at all times in respect of use of the Sandbox.
3 Commencement and duration
3.1 The Customer’s access to the Sandbox will commence on the
Commencement Date and shall continue until terminated in
accordance with clause 10 (Termination) (the Term).
4 Use of the Sandbox
4.1 In connection with the provision of the Services, Supplier hereby
grants to the Customer a non-exclusive, non-transferable right,
to use the Sandbox during the Term in connection with these
Conditions.

4.2 The Sandbox allows the Customer to test the Platform in a non-
live environment.

4.3 The Customer is responsible for ensuring that it is:
4.3.1 entitled to use the Sandbox;

4.3.2 that all login details used to access the Sandbox are
protected, remain confidential at all times and are
used only by the Customer in accordance with these
Conditions;

4.4 The Customer warrants and undertakes that it shall not, at any
time, use the Sandbox for any purpose other than as set out in
these Conditions, for the purpose of testing the Platform in a
trial environment.
4.5 The Customer shall not be permitted at any time to assert any
proprietary right over, copy, modify, distribute or publish
content or any other Intellectual Property relating to the
Sandbox and/or the Platform.
4.6 In connection with the provision of the Services by the Supplier,
the Customer shall:
4.6.1 provide all necessary access to such information as
may be required by the Supplier to:
(a) allow the Supplier to provide the Services,
including but not limited to Consumer
Data, security access information and
configuration services as may be required
to permit the Customer with access the
Sandbox and the Sandbox System User
Identity;
(b) not to directly or indirectly cause the
Supplier to breach the SEC;
(c) not directly or indirectly cause the
Supplier (or any other third party) to lose
its SEC Authorisation;
(d) carry out all other Customer
responsibilities set out in these Conditions
in a timely and efficient manner. In the
event of any delays in the Customer’s
provision of such assistance as agreed by
the Parties, the Supplier may adjust any
agreed timetable or delivery schedule as
reasonably necessary;

4.7 The Customer warrants and undertakes that it shall not in its use
of the Sandbox, access shall not access, store, distribute or
transmit any Viruses, or any material during the course of its use
of the Services that:
4.7.1 is unlawful, harmful, threatening, defamatory,
obscene, infringing, harassing or racially or ethnically
offensive;
4.7.2 facilitates illegal activity;
4.7.3 depicts sexually explicit images;
4.7.4 promotes unlawful violence;
4.7.5 is discriminatory based on race, gender, colour,
religious belief, sexual orientation, disability; or
4.7.6 is otherwise illegal or causes damage or injury to any
person or property,
and the Supplier reserves the right, without liability or prejudice
to its other rights to the Customer, to disable the Customer’s
access to the Services or any material that breaches the
provisions of this clause 4.
4.8 The Customer further warrants and undertakes that it shall not:
4.8.1 attempt to copy, modify, duplicate, create derivative
works from, frame, mirror, republish, download,

display, transmit, or distribute all or any portion of
the Software (as applicable) in any form or media or
by any means; or
4.8.2 attempt to de-compile, reverse compile,
disassemble, reverse engineer or otherwise reduce to
human-perceivable form all or any part of the
Software; or
4.8.3 access all or any part of the Services in order to build
a product or service which competes with the
Services; or
4.8.4 license, sell, rent, lease, transfer, assign, distribute,
display, disclose, or otherwise commercially exploit,
or otherwise make the Services available to any third
party, or
4.8.5 attempt to obtain, or assist third parties in obtaining,
access to the Services.

4.9 The Customer shall use all reasonable endeavours to prevent any
unauthorised access to, or use of, the Sandbox, the Software and
the Services and, in the event of any such unauthorised access
or use, notify the Supplier immediately and shall use all
reasonable endeavours to restrict any unauthorised access as
soon as is discovered.
4.10 The Customer shall not do anything which results, or is likely to
result in the Supplier losing any licence, authorisation, permit or
consent (including any authorisation via the SEC) and the
Customer undertakes to indemnify the Supplier for any loss,
costs and expenses (including legal fees) arising as a result of the
Customer’s breach of its obligations under this clause 4.10.
4.11 The rights provided under this clause 4 granted to the Customer
only and shall not be considered granted to any Affiliate of the
Customer.
5 Supplier Obligations
5.1 The Supplier shall, during the Term, provide the Services to the
Customer in accordance with these Conditions.
5.2 The Supplier shall use commercial reasonable efforts to make
the Sandbox available in accordance with these Conditions and
take reasonable steps to resolve any material operational issues
which are notified by the Customer to the Supplier via email to
support@data.n3rgy.com in connection with the Customer’s use
of the Sandbox.
6 Warranties and Undertakings
6.1 Each Party warrants and undertakes that it complies with all
Applicable Law, including all necessary licences and consents
relating to its business activities.
6.2 Each Party shall promptly notify the other party, where it is
aware of any actual or potential breach of any warranty or
undertaking given under this clause 6.
6.3 Notwithstanding the foregoing, the Supplier:
6.3.1 does not warrant that the Customer’s use of the
Services will be uninterrupted or error-free; or that
the Services and/or the information obtained by the
Customer through the Services will meet the
Customer’s requirements;
6.3.2 is not responsible for any delays, delivery failures, or
any other loss or damage resulting from the transfer
of data over communications networks and facilities,
including the internet, and the Customer
acknowledges that the Services may be subject to

limitations, delays and other problems inherent in
the use of such communications facilities;
6.3.3 is not responsible for any errors contained within the
Consumer Data (howsoever arising); and
6.3.4 is not responsible for any use of the Services by the
Customer in any manner, other than as set out in
these Conditions.
7 Intellectual Property Rights
7.1 All Intellectual Property Rights introduced by Party or created
pursuant to this Agreement shall remain the property of the
Party introducing or creating the same or their licensors for the
duration of the Term and after its termination.

7.2 Each Party agrees to provide the other a limited, revocable, non-
transferrable, royalty free licence to allow the other Party to use

its Intellectual Property Rights to the extent strictly necessary to
perform its obligations under these Conditions and such licence
will terminate immediately on termination of these Conditions.
7.3 Each Party (the “Indemnifying Party”) shall indemnify, keep
indemnified and hold harmless the other Party and its approved
sub-contractors (each an “ Indemnified Party”) against all
claims, demands, actions or awards, compensation, costs and
expenses (including legal fees and disbursements) losses, fines
or liabilities of any nature suffered or incurred, awarded against
or agreed to be paid by an Indemnified Party arising out of or in
connection with any claim made against an Indemnified Party for
actual or alleged infringement of a third party’s Intellectual
Property Rights arising out of or in connection with an
Indemnified Party’s use of the New Supplier’s Materials or any
Deliverables (save to the extent the New Supplier’s Materials or
the Deliverables have been developed or modified by an
Indemnified Party).
7.4 The Indemnified Party shall promptly notify the Indemnifying
Party if any claim or demand is made or action brought against
an Indemnified Party for infringement or alleged infringement of
any third party Intellectual Property Rights through its use of the
New Supplier’s Materials or the Deliverables (save to the extent
the New Supplier’s Materials or the Deliverables have been
developed or modified by an Indemnified Party) under this
Agreement.
7.5 If any third party makes a claim, or notifies an intention to make
a claim, against an Indemnified Party which gives rise to liability
under Clause 7.2 as applicable the Indemnified Party shall
cooperate with the Indemnifying Party and provide, if requested
by the other Party and at the other Party’s expense, reasonable
assistance in the defence or settlement of such a claim or action.
8 Third Party Providers
The Customer acknowledges that the Services may enable or
assist it to access the website content of, correspond with, and

purchase products and services from, third parties via third-
party websites and that it does so solely at its own risk. The

Supplier makes no representation, warranty or commitment and
shall have no liability or obligation whatsoever in relation to the
content or use of, or correspondence with, any such third-party
website, or any transactions completed, and any contract
entered into by the Customer, with any such third party. The
Supplier does not endorse or approve any third-party website
nor the content of any of the third-party website made available
via the Services.

9 Limitation of liability
9.1 The Supplier has the right, at any time, to suspend or withdraw
the Customer’s use of the Sandbox where the Supplier
considers that the Customer has breached, or is likely to
breach, the terms of these Conditions or where the Supplier
considers that the Customer’s use of the Sandbox is likely to
cause damage to the Supplier or any third party, and the
Supplier shall have no liability whatsoever to the Customer in
respect of any such withdrawal or suspension.
9.2 The Supplier aims to ensure that the Sandbox will function
correctly in accordance with these Conditions however does
not make any guarantee in respect of the availability of the
Sandbox or the reliability or accuracy of the information
presented in the Sandbox
9.3 The Supplier shall therefore have no liability whatsoever to the
Customer for:
9.3.1 any financial or other decisions, loss or damage
made or incurred by the Customer in connection
with its use of the Sandbox; and
9.3.2 any other liability under or in relation to the
Sandbox or these Terms and Conditions, whether in
contract, tort (including negligence), or otherwise,
save to the extent that such liability cannot be
excluded under Applicable Law.

10 Termination
10.1 The Supplier may terminate these Conditions, and the
Customer’s use of the Sandbox at any time on written notice to
the Customer, which shall be effective immediately.
10.2 These Conditions will automatically terminate where the
Customer has not accessed the Sandbox for a continuous period
of 24 months or more.
10.3 The Customer may terminate its use of the Sandbox at any time
on providing written notice to the Supplier, following which
these Conditions shall automatically terminate.
11 Confidential information
11.1 Each Party undertakes that it shall keep any information that is
confidential in nature concerning the other Party and its
Affiliatesincluding, without limitation, any details of its business,
affairs, customers, clients, suppliers, plans or strategy
(Confidential Information) confidential and that it shall not use
or disclose the other Party’s Confidential Information to any
person, except as permitted by clause 11.2.
11.2 A Party may:
11.2.1 disclose any Confidential Information to any of its
employees, officers, representatives or advisers
(Representatives) who need to know the relevant
Confidential Information for the purposes of the
performance of any obligations under these
Conditions, provided that such Party must ensure
that each of its Representative to whom Confidential
Information is disclosed is aware of its confidential
nature and agrees to comply with this clause 11 as if
it were a Party;
11.2.2 disclose any Confidential Information as may be
required by law, any court, any governmental,
regulatory or supervisory authority (including,
without limitation, any securities exchange) or any
other authority of competent jurisdiction to be
disclosed; and
11.2.3 use Confidential Information only to perform any
obligations under these Conditions.

11.3 Each Party recognises that any breach or threatened breach of
this clause 14 may cause irreparable harm for which damages
may not be an adequate remedy. Accordingly, in addition to any

other remedies and damages, the Parties agree that the non-
defaulting Party may be entitled to the remedies of specific

performance, injunction and other equitable relief without proof
of special damages.
11.4 This clause 14 shall bind the Parties for a period of 3 years
following termination of these Conditions.
12 Data Protection
12.1 Both Parties warrant that, in connection with the provision of
and receipt of the Services, pursuant to these Conditions, they
will comply with Data Protection Laws and such requirements,
regulations, codes of practice or other rules pursuant to the SEC
in connection with the Services.
12.2 The Parties agree that for the purposes of Data Protection Laws,
the Customer is the Data Controller and the Supplier is the Data
Processor.
12.3 The Customer agrees that the Supplier can process any Personal
Data for the purposes and in the manner set out in Annex 1 to
these Conditions in connection with these Conditions.
12.4 Each Party shall, having regard to the state of technological
development and the cost of implementing any measures, take
appropriate technical and organisational measures against the
unauthorised or unlawful processing of Personal Data and
against the accidental loss or destruction of, or damage to,
Personal Data to ensure a level of security appropriate to:
12.4.1 the harm that might result from such unauthorised or
unlawful processing or accidental loss, destruction or
damage; and
12.4.2 the nature of the Personal Data to be protected.
12.5 The Supplier shall not transfer Personal Data to a third party
organisation based outside of the United Kingdom and
European Economic Area (an “International Recipient”) and
the Customer shall ensure that the Sandbox and Sandbox
System User Identity is not accessed by any International
Recipients.
12.6 All transfers by the Supplier of Personal Data to an
International Recipient (and any onward transfer) shall (to the
extent required under Data Protection Legislation) be effected
by way of Appropriate Safeguards.
12.7 The Supplier shall promptly notify the Customer if it (or any of its
sub-processors or personnel) becomes aware of any breach in
respect of any Personal Data and shall provide all information
the Customer requires to report the circumstances to the
relevant data protection supervisory authority.
12.8 The Supplier will inform the Customer where a subject access
request is received by it or its sub-processors, in relation to
Personal Data that is processed pursuant to these Conditions.
The Supplier shall provide all reasonable assistance to the
Customer in responding to such subject access requests in line
with Data Protection Laws.
12.9 At the earlier of:
12.9.1 the Customer’s written request and/or notification
by the Customer that a Consumer has made a written
request for their Personal Data to be deleted;
12.9.2 notification by the Customer to the Supplier that a
Consumer has withdrawn their written consent to
processing of Personal Data;
12.9.3 the end of the provision of the Services related to
processing of Personal Data;
12.9.4 where processing of Personal Data is no longer
required for the Supplier’s performance of its
obligations under these Conditions.

the Supplier shall (and shall ensure that any sub-processors and
personnel shall) promptly and securely delete or return (subject
to the Customer meeting the Supplier’s reasonable costs) all
Personal Data, including copies, to the Customer. Copies may be
retained where required by Applicable Law.

13 Anti-bribery
13.1 For the purposes of this clause 19 (Anti-bribery) the expressions
‘adequate procedures’ and ‘associated with’ shall be construed
in accordance with the Bribery Act 2010 and legislation or
guidance published under it.
13.2 Each Party shall comply with applicable Bribery Laws including
ensuring that it has in place adequate procedures to prevent
bribery and use all reasonable endeavours to ensure that:
13.2.1 all of that Party’s personnel;
13.2.2 all others associated with that Party; and
13.2.3 all of that Party’s subcontractors;
involved in the performance of these Conditions so
comply.

13.3 Without limitation to clause 13.2, neither Party shall make or
receive any bribe (as defined in the Bribery Act 2010) or other
improper payment, or allow any such to be made or received on
its behalf, either in the United Kingdom or elsewhere, and shall
implement and maintain adequate procedures to ensure that
such bribes or payments are not made or received directly or
indirectly on its behalf.
13.4 Each Party shall immediately notify the other as soon as it
becomes aware of a breach of any of the requirements in this
clause 19 (Anti-bribery).
14 Dispute resolution
14.1 If any dispute arises between the Parties out of or in connection
with these Conditions, the matter shall be referred to senior
representatives of each Party who shall use their reasonable
endeavours to resolve it.
14.2 Either Party may issue formal legal proceedings or commence
arbitration at any time whether or not the step referred to in
clause 14.1 has been completed.
15 Entire agreement
15.1 The Parties agree that these Conditions constitutes the entire
agreement between them and supersedes all previous
agreements, understandings and arrangements between them,
whether in writing or oral in respect of its subject matter.
15.2 Each Party acknowledges that it has not entered into these
Conditions in reliance on, and shall have no remedies in respect
of, any representation or warranty that is not expressly set out
in these Conditions, except in the case of fraudulent
misrepresentation. No Party shall have any claim for innocent or
negligent misrepresentation on the basis of any statement in
these Conditions.
16 Notices
16.1 Notices under these Conditions shall be in writing and sent to a
Party’s registered office as set out on the first page of these
Conditions (or to the fax number or email addressset out below).
Notices may be given, and shall be deemed received:
16.1.1 by first-class post: two Business Days after posting;
16.1.2 by airmail: seven Business Days after posting;
16.1.3 by hand: on delivery;
16.1.4 by email to legal@sms-plc.com in the case of the
Supplier and the email address as notified by the
Customer to the Supplier from time to time.
16.2 This clause does not apply to notices given in legal proceedings
or arbitration.
17 Non-solicitation
17.1 Neither Party shall, directly or indirectly, by or through itself, its
Affiliate, its agent or otherwise, or in conjunction with its
affiliate, its agent or otherwise, whether for its own benefit or
for the benefit of any other person:
17.1.1 solicit, entice or induce, or endeavour to solicit,
entice or induce, any Restricted Person of the other
Party with a view to employing or engaging the
Restricted Person, or

17.1.2 employ or engage, or offer to employ or engage a
Restricted Person without the prior written consent
of the other Party.

17.2 Notwithstanding clause 17.1 either Party may employ or engage
any Restricted Person who has responded directly to a bona fide
recruitment drive either through a recruitment agency engaged
by the other party or via an advertisement placed publicly by the
other party (either in the press, social media, online or in trade
and industry publications).
17.3 The provisions of this clause 17 shall be without prejudice each
Party’s ability to seek damages or claim injunctive relief.
18 Announcements
No announcement or other public disclosure concerning these
Conditions or any of the matters contained in it shall be made
by, or on behalf of, either Party without the prior written consent
of the other Party, except as required by law, any court, any
governmental, regulatory or supervisory authority (including,
without limitation, any recognised investment exchange) or any
other authority of competent jurisdiction.
19 Force majeure
Neither Party shall have any liability under or be deemed to be
in breach of these Conditions for any delays or failures in
performance of these Conditions which result from Force
Majeure. The Party subject to the Force Majeure event shall
promptly notify the other Party in writing when such the event
causes a delay or failure in performance and when it ceases to
do so. If the event continues for a continuous period of more
than 3 months, either Party may terminate these Conditions by
written notice to the other Party.
20 Further assurance
Each Party shall at the request of the other, and at the cost of
the requesting Party, do all acts and execute all documents
which are necessary to give full effect to these Conditions.
21 Variation
No variation of these Conditions shall be valid or effective unless
it is in writing, refers to these Conditions and is duly signed or
executed by, or on behalf of, each Party.
22 Assignment
22.1 The Customer may not assign, subcontract or encumber any
right or obligation under these Conditions in whole or in part,
without the Supplier’s prior written consent (such consent not
to be unreasonably withheld or delayed).
23 Set off
The Supplier shall be entitled to set-off any amount owed by
either the Supplier or any Affiliate of the Supplier against any
amount that the Customer or any Affiliate of the Customer, owes
to the Supplier under these Conditions or otherwise, whether
now or at any time in the future, whether liquidated or not and
whether it is actual or contingent. Any exercise by the Supplier
of its rights under this clause will not prejudice any other right or
remedy available to it, whether under these Conditions or
otherwise.
24 No partnership or agency
Nothing in these Conditions constitutes, or shall be deemed to
constitute, a partnership between the Parties nor make any
Party the agent of another Party.
25 Severance
If any provision of these Conditions (or part of any provision) is
or becomes illegal, invalid or unenforceable, the legality, validity
and enforceability of any other provision of these Conditions
shall not be affected.

26 Waiver
No failure, delay or omission by either Party in exercising any
right, power or remedy provided by law or under these
Conditions shall operate as a waiver of that right, power or
remedy, nor shall it preclude or restrict any future exercise of
that or any other right or remedy. No single or partial exercise of
any right, power or remedy provided by law or under these
Conditions shall prevent any future exercise of it or the exercise
of any other right, power or remedy.
27 Third Party rights
27.1 Subject to clause 27.2, no one other than a Party to these
Conditions, their successors and permitted assignees shall have
any right to enforce any of its provisions.
27.2 The Affiliates of the Supplier shall have the right to enforce the
provisions of these Conditions.
28 Modern Slavery Act 2015
28.1 Each Party undertakes, warrants and represents to the other
Party that:
28.1.1 neither it nor any of its officers, employees, agents or
subcontractors has:
(a) committed an offence under the Modern
Slavery Act 2015 (a MSA Offence); or
(b) been notified that it is subject to an
investigation relating to an alleged MSA
Offence or prosecution under the Modern
Slavery Act 2015; or
(c) is aware if any circumstances within its
supply chain that could give rise to an
investigation relating to an alleged MSA
Offence or prosecution under the Modern
Slavery Act 2015;

28.1.2 it shall comply with the Modern Slavery Act 2015;
28.1.3 it shall notify the other Party immediately in writing
if it becomes aware or has reason to believe that it,
or any of its officers, employees, agents or
subcontractors have breached or potentially
breached any of the Party’s obligations under this
clause 30. Such notice to set out full details of the
circumstances concerning the breach or potential
breach of a Party’s obligations.

29 Governing law
These Conditions and any dispute or claim arising out of, or in
connection with them, is subject matter or formation (including
non-contractual disputes or claims) shall be governed by, and
construed in accordance with, the laws of England and Wales.
30 Jurisdiction
The Parties irrevocably agree that the courts of England and
Wales shall have exclusive jurisdiction to settle any dispute or
claim arising out of, or in connection with, these Conditions, its
subject matter or formation (including non-contractual disputes
or claim.

Annex 1
Data Protection Processing Annex

Part A – Data Processing Details
Subject Matter of Processing As necessary to perform the Services
Duration of Processing During the Term
Nature and Purpose of Processing Storage, transmission and processing of personal data relating to the
Customer or the Customer’s employees for the purposes of accessing the
Sandbox.

Type of Personal Data Personal Data relating to the Customer’s employees including name, email
address or such other personal data as necessary for the purposes of
accessing the Sandbox.

Special Categories of Personal Data None
Categories of Data Subject Employees of the Customer
Specific Processing Instructions: None

Part B – Approved Subprocessors

Name and Company Number Purpose