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THE CONDITIONS:

1.             Interpretation

1.1          The definitions and rules of interpretation in this clause apply in thiscontract.

1.2          Clause, schedule and paragraph headings shall not affect theinterpretation of this contract.

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

1.4          A reference to a statute or statutory provision is a reference to it asit is in force as at the date of this contract and shall include allsubordinate legislation made as at the date of this contract under that statuteor statutory provision.

1.5          A reference to writing or written includes email but not fax.

2.             Commencement         

2.1          This contract will commence on the earlier of:

2.1.1        the date when the contract has been signed by both parties; or

2.1.2        the date on which the Subscriber creates an account on the App,

the “Commencement Date”.

3.             The EULA

3.1          The parties acknowledge and agree that the EULA (as set out in Schedule 1 and as may be updated from time to time by Valuechain onnotification to the Subscriber) is wholly and expressly incorporated into this contractand the terms of the EULA shall apply as if they were in the Conditions.

3.2          Notwithstanding clause 3.1, if there is a conflictbetween the terms of the EULA and the terms of the Conditions, the terms of theConditions shall prevail.

4.             Valuechain’s obligations

4.1          Valuechain undertakes that the App, the Content and the Services will beprovided with reasonable skill and care.

4.2          Valuechain:

4.2.1        does not warrant that:

4.2.1.1            the Subscriber’s use of the App and the Services will be uninterruptedor error-free;

4.2.1.2            that the App, the Content or the Services and/or the informationobtained by the Subscriber through them will meet the Subscriber’srequirements; or

4.2.1.3            the App, the Content or the Services will be free from Viruses.

4.2.2        is not responsible for any delays, delivery failures, or any other lossor damage resulting from the transfer of data over communications networks andfacilities, including the internet, and the Subscriber acknowledges that theApp, the Content and the Services may be subject to limitations, delays andother problems inherent in the use of such communications facilities.

4.3          Valuechain warrants that it has and will maintain all necessarylicences, consents, and permissions necessary for the performance of itsobligations under this contract.

4.4          In the event of any loss or damage to Subscriber Data, the Subscriber’ssole and exclusive remedy against Valuechain shall be for Valuechain to usereasonable commercial endeavours to restore the lost or damaged Subscriber Datafrom the latest back-up of such Subscriber Data maintained by Valuechain.Valuechain shall not be responsible for any loss, destruction, alteration ordisclosure of Subscriber Data caused by any third party (except any thirdparties sub-contracted by Valuechain to perform services related to SubscriberData maintenance and back-up for which it shall remain fully liable).

5.             End Users

5.1          Subject to clause 5.2 and the ongoing compliance with the terms of thiscontract (including, where applicable, the Subscriber’s payment of anySubscription Fees), Valuechain agrees to grant each End User a non-exclusive,non-transferable right for the term of this contract, without the right togrant sublicences, to use the App, the Content and the Services (each an “EndUser Subscription”).

5.2          The Subscriber acknowledges and agrees that Valuechain shall only berequired to provide an individual End User with access to the App if such EndUser has agreed to the EULA when registering as a user of the App and complieswith the EULA on an ongoing basis when accessing and using the App.

5.3          The Subscriber’s Representative will be able to add individual sub-useraccounts for End Users to access the App by using the functionality available throughthe App.

6.             Subscriber’s obligations

6.1          The Subscriber warrants that it has read the terms of this contract(including the terms of the EULA) and shall at all times comply with them.

6.2          The Subscriber shall:

6.2.1        provide Valuechain with:

6.2.1.1            all necessary co-operation in relation to this contract; and

6.2.1.2            all necessary access to such information as may be required by Valuechain;

inorder to provide the App, the Content and the Services.

6.2.2        without affecting its other obligations under this contract, comply withall applicable laws and regulations with respect to its activities under this contract;

6.2.3        carry out all other Subscriber responsibilities set out in this contractin a timely and efficient manner. In the event of any delays in theSubscriber’s provision of such assistance as agreed by the parties, Valuechainmay adjust any agreed timetable or delivery schedule as reasonably necessary;

6.2.4        where applicable, ensure that any users in its Network and any of itsEnd Users use the App, the Content and the Services in accordance with theterms and conditions of this contract and the EULA and shall be responsible forany such user’s breach of this contract or the EULA;

6.2.5        obtain and shall maintain all necessary licences, consents, andpermissions necessary for Valuechain, its contractors and agents to performtheir obligations under this contract, including without limitation the Services;and

6.2.6        adhere at all times to its obligations set out in Schedule 4.

6.3          In relation to the End Users, the Subscriber undertakes that:

6.3.1        each End User shall keep a secure password for use of the App and theServices, and that each End User shall keep their password confidential;

6.3.2        only one End User may access the App and the Services using an End User Subscriptionat any one time;

6.3.3        the Subscriber shall permit Valuechain to audit the Subscriber’s use(and each End User’s use) of the App and the Services at any time;

6.3.4        if any audit referred to in clause 6.3.3 reveals that any passwordhas been provided to any individual who is not an End User, then withoutprejudice to Valuechain’s other rights (whether underthis contract or at law), the Subscriber shall promptly disable such passwordsand Valuechain shall not issue any new passwords to any such individual; and

6.3.5        any act or omission of any End User (including any breach of the EULA) shallbe considered as if it was the Subscriber’s act or omission; the Subscribermust promptly notify Valuechain if it becomes aware of any suspected breachesof this contract caused by any End User, including any act or omission inbreach of the EULA.

6.4          The Subscriber shall own all right, title and interest in and to all theSubscriber Data that is not personal data and shall have sole responsibilityfor the legality, reliability, integrity, accuracy and quality of all suchSubscriber Data.

7.             Third party providers

7.1          The Subscriber acknowledges that parts of the App, the Content and theServices, including interactive services and functions, may enable or assist itto access the website content of, correspond with, purchase products andservices from and procure contracts with third parties via third-party websitesand that it does so solely at its own risk. Valuechain makes no representation,warranty or commitment and shall have no liability or obligation whatsoever inrelation to the content or use of, reliance on, or correspondence with, anysuch third-party website, or any transactions completed, and any contractentered into by the Subscriber, with any such third party. Any contract enteredinto and any transaction completed via any third-party website is between theSubscriber and the relevant third party, and not Valuechain. Valuechainrecommends that the Subscriber refers to the third party's website terms andconditions and privacy policy prior to using the relevant third-party website.Valuechain does not endorse or approve any third-party website nor the contentof any of the third-party website made available via the App, the Content orthe Services.

8.             Charges and payment

8.1          Where applicable, the Subscriber shall pay the Subscription Fees due inrespect of the App, the Content and the Services in full and clear funds to thebank account nominated in writing by Valuechain on such due dates and at suchtimes as Valuechain may require. Valuechain reserves the right to suspend orlimit the Subscriber’s access to or use of any part of the App, the Content orthe Services until the Subscriber has paid the Charges due in respect of thesame to Valuechain and Valuechain has received such Charges.

8.2          All amounts payable by the Subscriber under this contract are exclusiveof amounts in respect of value added tax chargeable from time to time (“VAT”).Where any taxable supply for VAT purposes is made under this contract byValuechain to the Subscriber, the Subscriber will, on receipt of a valid VATinvoice from Valuechain, pay to Valuechain such additional amounts in respectof VAT as are chargeable in resect of the App, theContent or the Services at the same time as payment is due under these terms.

8.3          If the Subscriber fails to make a payment due to Valuechain under the contractby the due date, then, without limiting Valuechain’sremedies under clause 13, the Subscriber will pay interest on the overdue sumfrom the due date until payment of the overdue sum, whether before or afterjudgment. Interest under this clause 8.3 will accrue each day at 4% a year above the Bank ofEngland’s base rate from time to time, but at 4% a year for any period whenthat base rate is below 0%.

8.4          All amounts due under this contract will be paid in full without any set-off,counterclaim, deduction or withholding (other than any deduction or withholdingof tax as required by law).

8.5          All amounts due under this contract will be paid using the methodnotified by Valuechain to the Subscriber from time to time. Payments may besubject to Valuechain’s payment provider’s separateterms and conditions, as may be notified to the Subscriber by Valuechain.

9.             Proprietary rights

9.1          The Subscriber acknowledges and agrees that Valuechain and/or itslicensors own all Intellectual Property Rights in the App, the Content and theServices. Except as expressly stated herein, this contract does not grant theSubscriber (nor any End User) any rights to, under or in, any patents,copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights orlicences in respect of the App, the Content and the Services.

9.2          Valuechain confirms that it has all the rights in relation to the App,the Content and the Services that are necessary to grant all the rights itpurports to grant under, and in accordance with, the terms of this contract.

9.3          Where any third-party Intellectual Property Rights subsist in anyContribution, the Subscriber warrants that it has obtained the relevant rights,consents and licences in respect of its use of such Intellectual PropertyRights.

9.4          The Subscriber grants to Valuechain a fully paid-up, worldwide,non-exclusive, royalty-free licence to use, serve, copy, reproduce, distributeand display, in any known medium or hereafter developed, any IntellectualProperty Rights subsisting in any Contribution for the term of this contract.

10.          Indemnity

10.1        The Subscriber shall defend, indemnify and hold harmless Valuechainagainst claims, actions, proceedings, losses, damages, expenses and costs(including without limitation court costs and reasonable legal fees) arisingout of or in connection with the Subscription and the Subscriber’s and any EndUser’s use of the App, the Content and the Services, provided that:

10.1.1     the Subscriber is given prompt notice of any such claim;

10.1.2     Valuechain provides reasonable co-operation to the Subscriber in thedefence and settlement of such claim, at the Subscriber’s expense; and

10.1.3     the Subscriber is given sole authority to defend or settle the claim.

10.2        The Subscriber shall defend, indemnify and hold harmless Valuechainagainst claims, actions, proceedings, losses, damages, expenses and costs(including without limitation court costs and reasonable legal fees) arisingout of or in connection with any actual or alleged breach of the EULA by theSubscriber or any End User.

11.          Limitation of liability

11.1        Except as expressly and specifically provided in this contract:

11.1.1      the Subscriber assumes soleresponsibility for results obtained from the use of the App, the Content andthe Services by the Subscriber, and for conclusions drawn from such use.Valuechain shall have no liability for any damage caused by errors or omissionsin any data, information, instructions or scripts that are either: (i) inputted or published by the Subscriber into any part ofthe App, the Content, the Services, or contained in any Contribution; or, (ii)provided to Valuechain by the Subscriber in connection with any part of the Subscription,or any actions taken by Valuechain at the Subscriber’s direction;

11.1.2      all warranties,representations, conditions and all other terms of any kind whatsoever impliedby statute or common law are, to the fullest extent permitted by applicablelaw, excluded from this contract; and

11.1.3      the App, the Content andthe Services are provided to the Subscriber on an “as is” basis.

11.2        Nothing in this contract excludes the liability of Valuechain:

11.2.1      for death or personalinjury caused by Valuechain’s negligence; or

11.2.2      for fraud or fraudulentmisrepresentation.

11.3        Subject to clause 11.1 and clause 11.2:

11.3.1      Valuechain will not underany circumstances whatsoever be liable to the Subscriber, whether in contract,tort (including negligence), breach of statutory duty, or otherwise, for (i) any loss of profit, sales, revenue, or business; (ii)loss of anticipated savings; (iii) loss of or damage to goodwill; (iv) loss of agreementsor contracts; (v) loss of use or corruption of software; (vi) any loss arisingout of the lawful termination of this contract; or (vii) any indirect, specialor consequential loss; and

11.3.2      Valuechain’s total aggregate liabilityin contract, tort (including negligence or breach of statutory duty),misrepresentation, restitution or otherwise, arising in connection with theperformance or contemplated performance of this contract shall in allcircumstances be limited to [£[AMOUNT]].

11.4        Nothing in this contract excludes the liability of the Subscriber forany breach, infringement or misappropriation of Valuechain’sIntellectual Property Rights.

11.5        Nothing in this clause 11 will limit Valuechain’s ability to seek enforcement of any provisionsof the contract.

12.          Data protection

12.1        Definitions:

12.2        Controller, data controller, processor, data processor,data subject, personal data, processing and appropriate technical andorganisational measures: as set out in the Data Protection Legislation inforce at the time.

12.3        Data Protection Legislation: all applicable data protection andprivacy legislation in force from time to time in the UK including the UK GDPR(as defined by section 3(10) (as supplemented by section 205(4)) of the DataProtection Act 2018); the Data Protection Act 2018 (DPA 2018) (and regulationsmade thereunder) and all other legislation and regulatory requirements in forcefrom time to time which apply to a party relating to the use of personal data.

12.4        Each party will comply with the Data Protection Legislation and willensure it has in place appropriate technical and organisational measures toprotect against the unauthorised or unlawful processing of personal data andagainst accidental loss or destruction of, or damage to, personal data. Eachparty agrees that any material breach of the Data Protection Legislation will,if not remedied within 30 (thirty) days of written notice from the other party,give grounds to the other party to terminate this contract with immediateeffect.

12.5        The parties acknowledge that each party may disclose to the other partypersonal data in relation to data subjects whilst carrying out its obligationsunder this contract. The parties acknowledge and agree that each will be a datacontroller (but not joint controllers) in relation to personal data sharedpursuant to this contract. Each party will ensure that it has in place allnecessary consents and notices to enable the lawful transfer of the personaldata. A party who receives personal data will only use that personal data tocarry out its obligations under this contract.

12.6        Each party will provide reasonable assistance to the other in complyingwith all applicable requirements of the Data Protection Legislation.

13.          Term and termination

13.1        This contract shall, unless otherwise terminated as provided in thisclause 13, commence on the Effective Date and shall continue forthe Initial Subscription Term and, thereafter, this contract shall beautomatically renewed for successive periods of 12 months (each a “RenewalPeriod”), unless:

13.1.1      either party notifies theother party of termination, in writing, at least 60 days before the end of theInitial Subscription Term or any Renewal Period, in which case this contractshall terminate upon the expiry of the applicable Initial Subscription Term orRenewal Period; or

13.1.2      otherwise terminated inaccordance with the provisions of this contract;

andthe Initial Subscription Term together with any subsequent Renewal Periodsshall constitute the Subscription Term.

13.2        Without affecting any other right or remedy available to it, Valuechainmay terminate this contract for convenience by giving 5 days’ written notice tothe Subscriber.

13.3        Without affecting any other right or remedy available to it, Valuechainmay terminate this contract with immediate effect if:

13.3.1      Valuechain has reason tobelieve the Subscriber has breached any part of clause 6 [or clause [MODERATIONCLAUSE]]; or

13.3.2      Valuechain, in its solediscretion, is of the view that any Contribution, conduct or action of theSubscriber or of any user in the Subscriber’s Network (where clause 6.2.4 applies) may causereputational damage to any part of the Valuechain brand or business.

13.4        Without affecting any other right or remedy available to it, Valuechainmay terminate this contract with immediate effect by giving notice to theSubscriber if:

13.4.1      the Subscriber fails to payany amount due under this contract on the due date for payment and remains indefault not less than 14 days after being notified in writing to make suchpayment;

13.4.2      the Subscriber commits amaterial breach of any term of this contract and (if such breach is remediable)fails to remedy that breach within a period of 14 days after being notified inwriting to do so;

13.4.3      the Subscriber repeatedlybreaches any of the terms of this contract in such a manner as to reasonablyjustify the opinion that its conduct is inconsistent with it having theintention or ability to give effect to the terms of this contract; or

13.4.4      there is a change ofcontrol of the Subscriber.

13.5        Without affecting any other right or remedy available to it, eitherparty may terminate this contract with immediate effect by giving notice to theother party if:

13.5.1      the other party takes anystep or action in connection with its entering administration, provisionalliquidation or any composition or arrangement with its creditors (other than inrelation to a solvent restructuring), obtaining a moratorium, being wound up(whether voluntarily or by order of the court, unless for the purpose of asolvent restructuring), having a receiver appointed to any of its assets orceasing to carry on business;

13.5.2      the other party suspends,or threatens to suspend, or ceases or threatens to cease to carry on all or asubstantial part of its business; or

13.5.3      the other party’s financialposition deteriorates so far as to reasonably justify the opinion that itsability to give effect to the terms of this contract is in jeopardy.

13.6        Termination or expiry of this contract will not affect any rights,remedies, obligations and liabilities of the parties that have accrued up tothe date of termination or expiry, including the right to claim damages inrespect of any breach of this contract which existed at or before the date oftermination or expiry.

13.7        Any provision of this contract that expressly or by implication isintended to have effect after termination or expiry will continue in full forceand effect, including clauses 9, 10 and 11.

13.8        On termination of this contract for any reason:

13.8.1      all licences granted underthis contract shall immediately terminate and the Subscriber shall immediatelycease all use of the App and the Services; and

13.8.2      if so requested, theSubscriber shall immediately provide Valuechain with all login details for theSubscriber’s account, details relating to any End User Subscriptions, and anyother information requested by Valuechain.

14.          Force majeure

14.1        Neither party shall be in breach of this contract nor liable for delayin performing, or failure to perform, any of its obligations under this contractif such delay or failure result from events, circumstances or causes beyond itsreasonable control. The time for performance of such obligations shall beextended accordingly. If the period of delay or non-performance continues for12 weeks, the party not affected may terminate this contract by giving 10 days'written notice to the affected party.

14.2        This clause 14 shall not apply to any ofthe Subscriber’s obligations under clause 8.

15.          Notices

15.1        Any notice given to a party under or in connection with this contractwill be in writing and will be:

15.1.1      delivered by hand or bypre-paid first-class post or other next working day delivery service at itsregistered office (if a company) or its principal place of business (in anyother case); or

15.1.2      sent by email to the emailaddress specified in the Contract Details.

15.2        Any notice will be deemed to have been received:

15.2.1      if delivered by hand, atthe time the notice is left at the proper address;

15.2.2      if sent by pre-paidfirst-class post or other next working day delivery service, at 9.00 am on thesecond Business Day after posting; or

15.2.3      if sent by email, at thetime of transmission (presuming no error message is received to indicate theemail was not sent), or, if this time falls outside business hours in the placeof receipt, when business hours resume. In this clause 15.2.3, business hours means 9.00am to5.00pm on a Business Day.

15.3        Clauses 15.1 and 15.2 do not apply to theservice of any proceedings or other documents in any legal action or, whereapplicable, any arbitration or other method of dispute resolution.

16.          General

16.1        Variation. No variation of this contract shall be effective unlessit is in writing and signed by the parties (or their authorisedrepresentatives).

16.2        Waiver. A waiver of any right or remedy is only effective ifgiven in writing and shall not be deemed a waiver of any subsequent right orremedy. A delay or failure to exercise, or the single or partial exercise of,any right or remedy shall not waive that or any other right or remedy, norshall it prevent or restrict the further exercise of that or any other right orremedy.

16.3        Severance. If any provision or part-provision of this contract is orbecomes invalid, illegal or unenforceable, it shall be deemed deleted, but thatshall not affect the validity and enforceability of the rest of this contract. Ifany provision or part-provision of this contract is deemed deleted under thisclause 16.3 the parties shall negotiate in good faith to agree areplacement provision that, to the greatest extent possible, achieves theintended commercial result of the original provision.

16.4        Entire agreement. This contract constitutes the entireagreement between the parties and supersedes and extinguishes all previous andcontemporaneous agreements, promises, assurances and understandings betweenthem, whether written or oral, relating to its subject matter.

16.5        Assignment by the Subscriber. The Subscriber shall not,without the prior written consent of Valuechain, assign, novate, transfer,charge, sub-contract or deal in any other manner with all or any of its rightsor obligations under this contract.

16.6        Assignment by Valuechain. Valuechain may at any time assign,transfer, charge, sub-contract or deal in any other manner with all or any ofits rights or obligations under this contract.

16.7        No partnership or agency. Nothing in this contract is intendedto or shall operate to create a partnership between the parties, or authoriseeither party to act as agent for the other, and neither party shall have theauthority to act in the name or on behalf of or otherwise to bind the other inany way (including, but not limited to, the making of any representation orwarranty, the assumption of any obligation or liability and the exercise of anyright or power).

16.8        Third party rights. This contract does not confer anyrights on any person or party (other than the parties to this contract and,where applicable, their successors and permitted assigns) pursuant to theContracts (Rights of Third Parties) Act 1999.

16.9        Governing law. This contract and any dispute orclaim arising out of or in connection with it or its subject matter orformation (including non-contractual disputes or claims) shall be governed byand interpreted in accordance with the law of England and Wales.

16.10      Jurisdiction. Each party irrevocablyagrees that the courts of England and Wales shall have exclusive jurisdictionto settle any dispute or claim arising out of or in connection with this contractor its subject matter or formation (including non-contractual disputes orclaims).