Terms & Conditions

TERMS AND CONDITIONS

Parties

LP GRID LIMITED incorporated and registered in England and Wales with company number 17124805 whose registered office is at Pens Close, Stamfordham, Newcastle upon Tyne, United Kingdom, NE18 0NE ( LP Grid ); and

The customer named in the Contract Details ( Customer ).

Background

LP Grid has developed the Platform (defined in Clause 1.1 of the Agreed Terms below) which it makes available to customers on an annual subscription basis for the purpose of enabling customers to access investment data that has been compiled by LP Grid.

The Customer wishes to use LP Grid’s Platform and associated Services in its business operations.

LP Grid has agreed to provide, and the Customer has agreed to take and pay for LP Grid’s service subject to the terms and conditions of this agreement.

Agreed Terms

1. Interpretation

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

Agreement

means:

(a) the Key Contract Details;

(b) these Terms and Conditions; and

(c) the Schedules specified in the Key Contract Details.

Applicable Law

any and all laws, legislation, statutes, regulations, statutory instruments or other delegated or subordinate legislation that are applicable to the supply of the Platform, Services and Documentation from time to time.

Authorised Users

those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, Documentation and the Platform, as further described in Clause 2.2.4.

Business Day

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

Control

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

Confidential Information

information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 10.1.

Contract year

a twelve (12) month period commencing on the Effective Date or any anniversary of it.

Data Protection Legislation

has the meaning given to it in Schedule 3.

Documentation

the document(s) and other materials made available to the Customer by LP Grid in writing from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date

the date as set out in the Contract Particulars.

Initial Subscription Term

the initial term of this Agreement as set out in Schedule 1 .

Insolvency Event

each and any of the following in relation to a Party:

any action (corporate or otherwise), legal proceedings or other procedure or step is taken by any person in any jurisdiction in relation to or with a view to:

the winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of a Party (except that no right to terminate shall arise in respect of any procedure commenced for the purpose of a solvent amalgamation or reconstruction);

the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, nominee, supervisor or similar officer in respect of a Party or any of its assets;

a Party obtaining a moratorium under Part A1 Insolvency Act 1986;

a Party obtaining a court order under section 901C(1) Companies Act 2006;

the enforcement of any security over any assets of a Party; or

the expropriation, attachment, sequestration, distress or execution over or affecting any material asset of a Party, in each case which is not withdrawn or dismissed as soon as reasonably practicable;

a Party is unable to pay its debts as they fall due or is insolvent;

the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

a Party enters into a composition or arrangement with its creditors or any class of them; or

an event similar or analogous to those listed in (a) to (c) occurs under the law of any jurisdiction of a Party.

Intellectual Property Rights or IPRs

patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Key Contract Details

means the summary sheet setting out the main provisions of this Agreement.

LP Grid Intellectual Property Rights (or LP Grid IPR)

means all Intellectual Property Rights in the Platform, Services and Documentation, owned by or licensed to LP Grid.

Normal Business Hours

8.00 am to 5.00 pm local UK time, each Business Day.

Platform

the online software application provided by LP Grid to the Customer as part of the Services.

Privacy Policy

LP Grid’s data and privacy policy as amended by LP Grid and available on LP Grid’s website from time to time.

Renewal Period

the period described in Clause 13.1.

Services

the subscription services provided by LP Grid to the Customer under this Agreement via https://lpgrid.com/app or any other website notified to the Customer by LP Grid from time to time, as more particularly described in the Documentation, including access to the Platform.

Subscription Fees

means the one-off yearly subscription fee payable by the Customer for the subscription to the Platform, Services and Documentation.

Subscription Term

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

Support Services Policy

LP Grid’s policy for providing support in relation to the Services as made available at contact@lpgrid.com or such other website address as may be notified to the Customer from time to time.

User Subscriptions

the user subscriptions purchased by the Customer pursuant to Clause 8.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.

Virus

any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability

a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability the Services, and the term Vulnerabilities shall be interpreted accordingly.

1.2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.4. A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

1.5. Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.

1.6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement includes all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.7. A reference to writing or written excludes fax.

1.8. References to Clauses and schedules are to the Clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2. User subscriptions

2.1. Subject to the payment of the Subscription Fees and compliance with the terms of this Agreement, LP Grid grants to the Customer a non-exclusive, non-transferable, non-sublicensable right and licence, to permit the Authorised Users to access and use the Platform, Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.

2.2. In relation to the Authorised Users, the Customer undertakes that:

2.2.1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;

2.2.2. it shall not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

2.2.3. each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than 120 days and that each Authorised User shall keep their password and any multi-factor authentication codes confidential;

2.2.4. it shall maintain a written, up to date list of current Authorised Users and provide such list to LP Grid within five (5) Business Days of LP Grid’s written request at any time or times; and

2.2.5. it shall permit LP Grid or its designated auditor to audit and review the Customer’s account names, user identifies and relevant usage records on reasonable notice to the Customer without access to the relevant Authorised User’s credentials or unnecessary or unreasonable access to the Customer’s computer systems.

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

2.3.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.3.2. facilitates illegal activity;

2.3.3. depicts sexually explicit images;

2.3.4. promotes unlawful violence;

2.3.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.3.6. is otherwise illegal or causes damage or injury to any person or property;

and LP Grid reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Clause.

2.4. The Customer shall not:

2.4.1. except as may be allowed by any Applicable Law which is incapable of exclusion by Agreement between the parties and except to the extent expressly permitted under this Agreement:

2.4.1.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, the Services and/or Documentation (as applicable) in any form or media or by any means; or

2.4.1.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform or the Services (including whether using any Artificial Intelligence or other similar or analogous machine learning tool); or

2.4.2. access all or any part of the Platform, Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

2.4.3. subject to Clause 14.13, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third Party except the Authorised Users, or

2.4.4. attempt to obtain, or assist third parties in obtaining, access to the Platform, Services and/or Documentation, other than as provided under this Clause 2; or

2.4.5. introduce or permit the introduction of any Virus or Vulnerability into the Services or LP Grid’s network and information systems.

2.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform, Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify LP Grid.

2.6. The rights provided under this Clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Additional user subscriptions

3.1. Subject to Clause 3.2 and Clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Contract Details or Schedule 1 and LP Grid shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this Agreement.

3.2. If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify LP Grid in writing. LP Grid shall review the Customer’s request for additional User Subscriptions and respond to the Customer with approval or rejection of the request. Where LP Grid approves the request, LP Grid shall activate the additional User Subscriptions promptly and within 3 days of its approval of the Customer’s request.

3.3. If LP Grid approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within thirty (30) days of the date of LP Grid’s invoice, pay to LP Grid the relevant fees for such additional User Subscriptions as set out in Paragraph 3 of Schedule 1 and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by LP Grid for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4. Services

4.1. LP Grid shall, during the Subscription Term, provide the Platform and the Services, and make available the Documentation to the Customer on and subject to the terms of this Agreement.

4.2. LP Grid shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for:

4.2.1. planned maintenance carried out during the maintenance window of 9 pm to 4.00 am UK time; and

4.2.2. unscheduled maintenance performed outside Normal Business Hours, provided that LP Grid has used reasonable endeavours to give the Customer at least 4 Normal Business Hours’ notice in advance.

4.3. LP Grid shall, as part of the Services and at no additional cost to the Customer and as set out in Schedule 1, provide the Customer with LP Grid’s standard customer support services during Normal Business Hours in accordance with LP Grid’s Support Services Policy in effect at the time that the Services are provided. LP Grid may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at LP Grid’s then current rates, subject to the Customer and LP Grid agreeing the enhanced support services to be provided in writing as set out in Schedule 1.

5. Data protection

5.1. Each Party shall comply with its data protection obligations as set out in Schedule 3.

5.2. In performing its obligations under this Agreement, the Customer shall comply with LP Grid’s Data and Privacy Policy.

6. LP Grid’s obligations

6.1. LP Grid shall provide the Platform and perform the Services substantially in accordance with the Documentation and with reasonable skill and care.

6.2. LP Grid’s obligations at Clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to LP Grid’s instructions, or modification or alteration of the Services by any Party other than LP Grid or LP Grid’s duly authorised contractors or agents.

6.3. If the Services do not conform with the terms of Clause 6.1, LP Grid shall, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in Clause 6.1.

6.4. LP Grid:

6.4.1. does not warrant that:

6.4.1.1. the Customer’s use of the Services shall be uninterrupted or error-free;

6.4.1.2. that the Services, Documentation and/or the information obtained by the Customer through the Services shall meet the Customer’s requirements; or

6.4.1.3. the Platform or the Services shall be free from Vulnerabilities or Viruses.

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

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

6.6. LP Grid warrants that it has and shall maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

7. Customer’s obligations

7.1. The Customer shall:

7.1.1. provide LP Grid with:

7.1.1.1. all necessary co-operation in relation to this Agreement; and

7.1.1.2. all necessary access to such information as may be required by LP Grid;

in order to provide the Services, including but not limited to security access information and configuration services;

7.1.2. without affecting its other obligations under this Agreement, comply with all Applicable Laws including sanctions laws and regulations with respect to its activities under this Agreement;

7.1.3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, LP Grid may adjust any agreed timetable or delivery schedule as reasonably necessary and LP Grid shall not be liable for any failure to deliver any or all of the Services to the extent caused by Customer’s delay;

7.1.4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;

7.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for LP Grid, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

7.1.6. ensure that its network and systems comply with the relevant specifications provided by LP Grid from time to time; and

7.1.7. be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to LP Grid’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

8. Charges and payment

8.1. The Customer shall pay the Subscription Fees to LP Grid for the User Subscriptions in accordance with this Clause 8 and Schedule 1 and the support fees in accordance with Clause 4.3 and Schedule 1.

8.2. The Customer shall pay the Subscription Fees thirty (30) days in advance of the commencement of the Subscription Term.

8.3. If LP Grid has not received payment within thirty (30) days after the due date, and without prejudice to any other rights and remedies of LP Grid:

8.3.1. LP Grid shall not be obliged to activate the User Subscriptions or the Customer’s access to the Services until the invoice is paid;

8.3.2. LP Grid may, on no less than five (5) Business Days’ notice to the Customer and without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and LP Grid shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

8.3.3. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of LP Grid’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.4. All amounts and fees stated or referred to in this Agreement:

8.4.1. shall be payable in pounds sterling;

8.4.2. are, subject to Clause 12.4.2, non-cancellable and non-refundable;

8.4.3. are exclusive of value added tax, which shall be added to LP Grid’s invoice(s) at the appropriate rate.

8.5. LP Grid shall be entitled to increase the Subscription Fees (and any fees for Additional User Subscriptions) on sixty (60) days’ prior written notice to the Customer. Schedule 1 shall be deemed to have been amended accordingly.

9. Proprietary rights

9.1. The Customer acknowledges and agrees that LP Grid and/or its licensors own all Intellectual Property Rights in the Platform, Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform, Services or the Documentation.

9.2. LP Grid confirms that it has all the rights in relation to the Platform, the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

10. Confidentiality and compliance with policies

10.1. Confidential Information means all confidential information (however recorded or preserved) disclosed by a Party or its Representatives (as defined below) to the other Party and that Party’s Representatives whether before or after the date of this Agreement in connection with the provision of the Services, including but not limited to:

10.1.1. the existence and terms of this Agreement or any agreement entered into in connection with this Agreement;

10.1.2. any information that would be regarded as confidential by a reasonable business person relating to:

10.1.2.1. the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing Party (or of any member of the group of companies to which the disclosing Party belongs); and

10.1.2.2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party (or of any member of the group of companies to which the disclosing Party belongs); and

10.1.3. any information developed by the parties in the course of carrying out this Agreement.

For the purpose of this Clause, Representatives means, in relation to a Party, its employees, officers, contractors, subcontractors, representatives and advisers.

10.2. The provisions of this Clause shall not apply to any Confidential Information that:

10.2.1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party or its Representatives in breach of this Clause);

10.2.2. was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party;

10.2.3. was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party’s knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party;

10.2.4. the parties agree in writing is not confidential or may be disclosed; or

10.2.5. is developed by or for the receiving Party independently of the information disclosed by the disclosing Party.

10.3. Each Party shall keep the other Party’s Confidential Information secret and confidential and shall not:

10.3.1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement ( Permitted Purpose ); or

10.3.2. disclose such Confidential Information in whole or in part to any third Party, except as expressly permitted by this Clause 10.

10.4. A Party may disclose the other Party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

10.4.1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

10.4.2. at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this Clause.

10.5. A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 10.5, it takes into account the reasonable requests of the other Party in relation to the content of the disclosure.

10.6. Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly stated in this Clause are granted to the other Party, or to be implied from this agreement.

10.7. On termination or expiry of this Agreement, each Party shall:

10.7.1. destroy or return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information;

10.7.2. erase all the other Party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

10.7.3. certify in writing to the other Party that it has complied with the requirements of this Clause, provided that a recipient Party may retain documents and materials containing, reflecting, incorporating or based on the other Party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this Clause shall continue to apply to any such documents and materials retained by a recipient Party, subject to Clause 13 (Term and Termination).

10.8. No Party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.9. Except as expressly stated in this Agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information.

10.10. The above provisions of this Clause 10 shall continue to apply after termination or expiry of this Agreement.

11. Indemnity

11.1. The Customer shall defend, indemnify and hold harmless LP Grid against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Platform, the Services and/or Documentation, provided that:

11.1.1. the Customer is given prompt notice of any such claim;

11.1.2. LP Grid provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

11.1.3. LP Grid is given sole authority to defend or settle the claim.

11.2. LP Grid shall defend and indemnify the Customer, its officers, directors and employees against any claim that the Customer’s use of the Platform, Services or Documentation in accordance with this Agreement infringes any third party Intellectual Property Right for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

11.2.1. LP Grid is given prompt notice of any such claim;

11.2.2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to LP Grid in the defence and settlement of such claim, at LP Grid’s expense; and

11.2.3. LP Grid is given sole authority to defend or settle the claim.

11.3. In the defence or settlement of any claim, LP Grid may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

11.4. In no event shall LP Grid, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

11.4.1. a modification of the Platform, Services or Documentation by anyone other than LP Grid;

11.4.2. the Customer’s use of the Platform, Services or Documentation in a manner contrary to the instructions given to the Customer by LP Grid;

11.4.3. the Customer’s use of the Platform, Services or Documentation after notice of the alleged or actual infringement from LP Grid or any appropriate authority; or

11.4.4. the Customer’s breach of this Agreement.

11.5. The foregoing and Clause 12.4.2 states the Customer’s sole and exclusive rights and remedies, and LP Grid’s (including LP Grid’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement or alleged infringement of any third party Intellectual Property Rights by LP Grid.

12. Limitation of liability

12.1. The following definitions apply in this Clause 12:

12.1.1. liability: every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and

12.1.2. default: any act or omission resulting in one Party incurring liability to the other.

12.2. Except as expressly and specifically provided in this Agreement:

12.2.1. the Customer assumes sole responsibility for results obtained from the use of the Platform, Services and the Documentation by the Customer, and for conclusions drawn from such use. LP Grid shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to LP Grid by the Customer in connection with the Services, or any actions taken by LP Grid at the Customer’s direction;

12.2.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982, are, to the fullest extent permitted by Applicable Law, excluded from this Agreement; and

12.2.3. the Platform, Services and the Documentation are provided to the Customer on an “as is” basis.

12.3. Nothing in this Agreement excludes the liability of LP Grid:

12.3.1. for death or personal injury caused by LP Grid’s negligence; or

12.3.2. for fraud or fraudulent misrepresentation.

12.4. Subject to Clause 12.2 and Clause 12.3:

12.4.1. LP Grid shall have no liability for any:

12.4.1.1. loss of profits,

12.4.1.2. loss of business,

12.4.1.3. wasted expenditure,

12.4.1.4. depletion of goodwill and/or similar losses,

12.4.1.5. loss or corruption of data or information, or

12.4.1.6. any special, indirect or consequential loss, costs, damages, charges or expenses; and

12.4.2. LP Grid’s total aggregate liability to the Customer (including in respect of the indemnity at Clause 11.2), in respect of all defaults shall not exceed the cap. If defaults committed in more than one Contract Year give rise to a single claim or a series of connected claims, LP Grid's total liability for those claims shall not exceed the single highest annual cap for those Contract Years.

12.4.3. In Clause 12.4.2, the cap is the total Subscription Fees paid in the Contract Year in which the defaults occurred.

12.5. Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of LP Grid’s Intellectual Property Rights.

13. Term and termination

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

13.1.1. either Party notifies the other Party of termination, in writing, at least sixty (60) days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

13.1.2. otherwise terminated in accordance with the provisions of this Agreement;

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

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

13.2.1. the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment; or

13.2.2. LP Grid is entitled to suspend the Customer’s access to the Platform, Services and or Documentation in accordance with Clause 2.3 and the Customer has failed to remedy the issue giving rise to the suspension within a period of ten (10) days.

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

13.3.1. the other Party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;

13.3.2. an Insolvency Event occurs in relation to the other Party; or

13.3.3. the other Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

13.4. On termination of this Agreement for any reason:

13.4.1. all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Platform, Services and/or the Documentation;

13.4.2. each Party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other Party; and

13.4.3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. General

Force majeure

14.1. Neither Party shall be in breach of this Agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 30 days, the Party not affected may terminate this Agreement by giving not less than 30 days’ written notice to the affected Party.

14.2. Nothing in Clause 14.1 relieves the Customer of its payment obligations under this Agreement.

Conflict

14.3. If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

Variation

14.4. LP Grid may at any time during the Term vary, amend, replace or update the terms of this Agreement providing that it has given the Customer thirty (30) days prior written notice (including by email) of the updated terms ( Updated Terms ). Unless the Customer gives written notice to LP Grid that it does not accept the Updated Terms, the Updated Terms shall automatically take effect and replace the previous terms after expiry of the thirty (30) day period.

Waiver

14.5. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

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

Rights and remedies

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

Severance

14.8. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

14.9. If any provision or part-provision of this Agreement is deemed deleted under Clause 14.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Entire agreement

14.10. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

14.11. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

14.12. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

Assignment

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

14.14. LP Grid may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to the Customer.

No partnership or agency

14.15. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Third Party rights

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

Notices

14.17. Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be:

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

14.17.2. sent by email to the addresses in the Contract Details (or an address substituted in writing by the Party to be served)

14.18. Any notice shall be deemed to have been received:

14.18.1. if delivered by hand, at the time the notice is left at the proper address;

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

14.19. This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15. Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

16. Jurisdiction

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

This has been entered into on the date stated at the beginning of it.

Subscription Fees and Term

Subscription term

Initial Subscription Term: twelve (12) months.

Subscription Fees

The Subscription Fees shall amount to a total of £7,999 + VAT payable annually in advance, based on one (1) User Subscriptions.

Additional User Subscription Fees

Additional User Subscriptions may be purchased by the Customer in accordance with Clause 3 at £800 per annum per User Subscription (such fees shall be pro-rated from the date of activation by LP Grid for the remainder of the Initial Subscription Term or then current Renewal Period payable on a pro-rata basis).

Support Fees

LP Grid’s standard support fees are included in the Subscription Fees.

LP Grid’s enhanced support fees are to be agreed in writing between LP Grid and the Customer on a request by request basis.

Support Services

All Customer support queries regarding the Platform should be submitted to LP Grid via email at contact@lpgrid.com . LP Grid will use reasonable endeavours to respond to Customer support queries within three (3) working days.

Data Protection

Shared Personal Data

Unless the context otherwise requires, for the purpose of this Clause:

Data Protection Legislation means applicable laws and regulations, in each case pertaining to the security, confidentiality, protection or privacy of personal data, as amended or re-enacted from time to time, including (without limitation) the European General Data Protection Regulation (EU 2016/679) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 ( UK GDPR ); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) as amended;

Permitted Purpose means the purposes for which the Shared Personal Data is to be held as more particularly described in Clause 1.2 of this Schedule below;

Rights Request means any: (a) request by a data subject to exercise its rights pursuant to the Data Protection Legislation; and (b) complaint or enquiry made by a data subject which relates to the processing of the Shared Personal Data in connection with this Agreement;

Security Incident means a) the unlawful or unauthorised processing of Shared Personal Data; or (b) any security incident affecting the Shared Personal Data (including (without limitation) a personal data breach);

Shared Personal Data means the personal data to be shared between the parties pursuant to this Agreement as more particularly described in Clause 1.2 of this Schedule below; and

the terms controller , processor , joint controller , processing (and process and processes shall be construed accordingly), personal data , personal data breach and data subject shall be interpreted and construed by reference to Data Protection Legislation.

The Shared Personal Data processing activities contemplated by this Agreement are as follows:

Subject matter, nature and purpose of the processing of Personal Data

Permitted Purpose

LP Grid processes the Shared Personal Data for the provision of the Platform and making this available to its customers, including the Customer.

The Customer processes the Shared Personal Data available via the Platform for the purpose of identifying potential investors, fundraising opportunities, investor and market research, ecosystem intelligence, relationship mapping and legitimate business development activities.

Nature

Processing activities, such as storage, retrieval, analysing and data collection will all be undertaken by LP Grid.

Processing activities, such as storage, analysing, data collection and data download will all be undertaken by the Customer

Aims of the data sharing, why the data sharing is necessary to fulfil those aims and the benefits the parties hope to bring as a result of the sharing

Aims and Benefits

By making the Shared Personal Data available within the Platform, LP Grid enables its customers, including the Customer, to identify potential investors, fundraising opportunities, investor and market research, ecosystem intelligence, relationship mapping and legitimate business development activities. All Shared Personal Data is publicly available and therefore making it available within the Platform does not unduly infringe the data subjects’ fundamental rights and freedoms and interests.

Duration of the processing of Shared Personal Data

For the duration of this Agreement.

Type of Shared Personal Data processed

Categories of data subjects of the Shared Personal Data processed

Investors whose personal data is included within the Platform.

Lawful basis for processing the Shared Personal Data:

The parties each rely upon the following lawful basis to process the Shared Personal Data for the purposes set out in this Agreement:

Point of Contact for each party with responsibility for the Shared Personal Data:

The parties agree that, for the purposes of Data Protection Legislation, each party (to the extent it processes the Shared Personal Data) processes the Shared Personal Data as an independent controller in its own right. With respect to the Shared Personal Data, nothing in this Agreement (or the arrangements contemplated by it) is intended to construe either party as the processor of the other party or joint controllers with one another with respect to the Shared Personal Data.

Each party shall: (a) remain responsible for their respective compliance obligations under the Data Protection Legislation; (b) only collect, process and retain Shared Personal Data to the extent reasonably required to achieve the Permitted Purpose; (c) implement and maintain all adequate and appropriate technical and organisational measures and controls as required by Article 32 of the UK GDPR including to prevent and where necessary mitigate the occurrence of a Security Incident affecting the Shared Personal Data; (d) be responsible for dealing with and responding to Rights Requests it receives unless otherwise agreed between the parties in writing; (e) notify the other party without undue delay upon becoming aware of a Security Incident affecting the Shared Personal Data, to the extent the Security Incident is likely to affect the other party; and (f) provide the other (the Requesting Party ) with such reasonable assistance as is requested by the Requesting Party to enable the Requesting Party to comply with its obligations under Data Protection Legislation and the Requesting Party shall bear all costs in relation to any assistance provided pursuant to this Clause 1.4 of this Schedule.

Each party (the Disclosing Party ) agrees that if it provides Shared Personal Data to the other party (the Receiving Party ), it shall ensure that: (a) the Shared Personal Data is accurate and up to date at the time of transfer to the Receiving Party. In the case of LP Grid, this will include taking reasonable steps to verify that the Shared Personal Data displayed on the Platform is accurate when compared with the original data sources, such as Companies House, at the time when LP Grid downloads the relevant Shared Personal Data. Customer acknowledges that this information will not be verified by LP Grid as being accurate, save than to check it aligns with the original data source; and (b) the transfer of the Shared Personal Data is carried out in a secure manner having regard to the requirements of Article 32 of the UK GDPR and as agreed in advance with the Receiving Party.

The Shared Personal Data will be made available via the Platform on an ‘as is’ basis and the Customer is responsible for ensuring it uses a compatible dataset to record all Shared Personal Data it downloads/otherwise stores, to ensure there is no lack of accuracy arising from the Customer’s use of the Shared Personal Data. ensure any copies of the Shared Personal Data.

Each party will ensure that all employees with access to the Shared Personal Data are: (a) informed of the confidential nature of the Shared Personal Data and are bound by confidentiality obligations.

Each party shall not retain or process Shared Personal Data (including any previously downloaded copies) for longer than is necessary to carry out the Permitted Purpose. Notwithstanding this provision, the parties may retain Shared Personal Data where required to do so by Applicable Law.

Unless the laws of England and Wales, Scotland or Northern Ireland requires its storage, the Receiving Party shall ensure that any Shared Personal Data (including any downloaded copies) provided by the Disclosing Party is at its discretion securely returned to the Disclosing Party or securely, confidentially and permanently destroyed in the following circumstances: (a) on termination of this Agreement; (b) on expiry of the term of this Agreement; or (c) once processing of the Shared Personal Data is no longer necessary for the Permitted Purpose.

Each party shall appoint a single point of contact who will work together to reach an agreement with regards to any issues arising from any sharing of personal data pursuant to this Agreement and to improve actively the effectiveness of the data sharing initiative. The points of contact for each of the parties are set out in Clause 1.2 of this Schedule and they each have overall internal responsibility for ensuring the respective party’s compliance with its obligations under this Schedule (including those relating to Rights Requests by a data subject).

The parties will, from time to time, review and consider the effectiveness of the data sharing pursuant to this Agreement and any amendments that may be required to the data sharing initiative from a best practice perspective: (a) in the event of a change in circumstance or in the rationale for the data sharing initiative (including the Permitted Purpose); and (b) in the event of a Security Incident or a significant complaint from a data subject relating to the Shared Personal Data.

If there is any inconsistency or conflict between any of the provisions of this Schedule and the other provisions of this Agreement, the provisions of this Schedule shall prevail to the extent required to enable the parties to comply with Data Protection Legislation.

This Schedule and the obligations owned pursuant to it shall survive termination or expiration of this Agreement.