1.    INTERPRETATION

1.1. Definitions

Agreed Purposes: for the provision of the Services pursuant to this Contract and where applicable all related Documentation.

Business Day: a day other than a Saturday, Sunday or Public Holiday when banks in London are open for business.

Confidential Information: information that is proprietary or otherwise confidential and is either clearly labelled as such or identified as such including Personal Data.

Conditions: these terms and conditions set out in clause 1 to clause 14 (inclusive).

Consumer: a natural person who has interacted with VYPR by being asked to respond to Steers.

Contract: the contract between the Customer and VYPR for the supply of the Services in accordance with the Contract Details and these Conditions.

Contract Details: a separate document containing the commercial terms.

Controller, Processor, Processing, Data Subject, Personal Data, Cross-border processing, and Technical and Organisational Measures: have the meanings as defined in Data Protection Legislation together with any other legislation or regulatory requirements relating to the use of personal data.

Customer: the company signing up to this Contract with VYPR.

Customer Data: the data inputted by the Customer, Users, or VYPR on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of theServices.

Data Protection Legislation means: means all applicable data protection and privacy legislation in force, including the General Data Protection Regulation (EU) 2016/679 whilst valid in the UK; the Data Protection Act 2018; the Privacy and Electronic Communications Regulations 2003 (SI2003/2426); the UK GDPR as applied the Data Protection, Privacy and Electronic Communications (Amendments, etc) (EU Exit) Regulations 2019 (SI2019/419), as amended; and the GDPR and any member state laws relevant to it.

Documentation: the documents made available to the Customer by VYPR via https://vyprclients.com or such other web address notified by VYPR to the Customer from time to time.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claimpriority 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.

Payment Terms: the terms for payment of the Licence Fees and additional Steers as set out in this Contract or as agreed in writing between the parties from time to time.

Permitted Recipients: any parties engaged to perform obligations in connection with this Contract, whether a third party or not.

Personal Data: consumer data shared by VYPR with the Customer, including audio-visual recordings created by the consumer and associated meta-data.

Renewal Term: as defined in clause 2.

Services: the subscription services provided by VYPR to the Customer under this Contract via https://vyprclients.com or any other website notified to the Customer by VYPRfrom time to time, as more particularly described in the Documentation.

Software: the online software applications provided by VYPR as part of the Services.

Steers: the questions purchased by the Customer pursuant to clause 6.1 for Users to submit to the Service, more particular details of which are as set out in the Contract or where applicable the Documentation.

Term: the Initial Term together with any subsequent Renewal Terms.

Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

Virus: any device or item (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.

VYPR: VYPR Validation Technologies Limited registered in England and Wales with company number 08589377.

Workers: employees, contractors, agents, staff, or other personnel acting in the authority of VYPR, VYPR’s suppliers or the Customer.

1.2 Interpretation

(a) Terms or phrases defined in the Contract Details shall have the same meaning where used in these Conditions.

(b) a reference to the plural shall include the singular and vice versa.

(c) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of thewords preceding those terms; and

(e) a reference to writing or written includes emails but excludes

2.    COMMENCEMENT AND TERM

This Contract shall commence on the date of signature by both parties   of the Contract and shall continue until the expiry of the Initial Term and, thereafter, this Contract shall beautomatically renewed for successive periods of twelve months (each a “Renewal Term”), unless:

a. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Term, in which case this Contract shallterminate upon the expiry of the applicable Initial Term or Renewal Term; or

b. otherwise terminated at any time in accordance with the provisions of this Contract and the Initial Term together with any subsequent Renewal Terms shall constitute the Term.

3.    BASIS OF CONTRACT

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

3.2 The rights provided under this Contract are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the

4.    SUPPLY OF SERVICES

4.1 Subject to the Customer purchasing the Steers and complying with the terms and conditions of this Contract, VYPR hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Users to use the Services and the Documentation during the Term solely for the Customer’s internalbusiness

4.2 VYPR shall, during the Term, provide the Services, the agreed minimum number of Consumers in relation to the Steers and make available the Documentation to the Customer on and subject to the terms of this Contract. VYPR undertakes that the Services will be performed substantially in accordance with the Documentation and withreasonable skill and

4.3 VYPR shall endeavour to make the Services available 24 hours a day, seven days a week, except for However, VYPR:

(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free or completely free from all bugs, defects or omissions; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and

(b) 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

(c) If VYPR’s performance of the Services fails to comply with its obligations in clauses 4.2 or 4.3 the Customer’s exclusive remedy and VYPR’s sole obligation will be to correct the non-conformance at no additional charge within 60 days following written notice of non-conformance by Customer expressly referring to clause 4.2 and/or 4.3.

(d) VYPR makes no representation or warranty in connection with the Services, except as expressly so set out in clauses 4.2 and 4.3. To the maximum extent permitted by applicable law, except as specifically set out in such clauses VYPR disclaims all implied warranties, including any implied warranty of satisfactory quality or fitness for a particular purpose, any implied warranty of non-infringement, any implied warranty arising from course of performance, courseof dealing, or usage of trade, and any statutory remedy.

5.    CUSTOMER’S OBLIGATIONS

5.1 The Customer shall not access, store, distribute or transmit any Viruses, or any material during its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) may cause distress or offence;

(f) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(g) is otherwise illegal or causes damage or injury to any person or property; and VYPR reserves the right, without liability or prejudice to its other rights to theCustomer, to disable the Customer’s access to any material that breaches the provisions of this

5.2 The Customer shall not:

(a) 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 permittedunder this Contract:

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

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(a) access all or any part of the Services and Documentation to build a product or service which competes with the Services and/or the Documentation; or

(b) use the Services and/or Documentation to provide services to third parties without written approval; or

(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentationavailable to any third party except the Users, or

(d) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation; or

(e) use the responses to the Steers for anything other than internal business purposes of market research and business development, which may include showing responses to steers and audio-visual recordings to third parties in a presentation, without prejudice to the generality of the foregoing, it shall not share with a third party or make public such responses or use or exploit them other than for its internal business purposes; or

(f) allow any employees or contractors, or anyone working on your behalf, to sign up to use the app as a consumer; or

(g) use the app as a consumer for commercial gain.

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

5.4 The Customer shall:

(a) comply with all applicable laws and regulations with respect to its activities under this Contract.

(b) carry out all other Customer responsibilities set out in this Contract 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, VYPR may adjust any agreed timetable or delivery schedule as reasonably necessary.

(c) ensure that the Users use the Services and the Documentation in accordance with the terms and conditions of this Contract and shall be responsible for anyUser’s breach of this

(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for VYPR, its contractors and agents to perform their obligations under this Contract, including without limitation the Services.

(e) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to VYPR’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.

6.    CHARGES AND PAYMENT

6.1 The Customer shall pay the Licence Fees to VYPR for the use of the Service in accordance with this clause 6. Any Steers which are unused at the end of the Initial Period and each Renewal Term cannot be carried forward to the subsequent Renewal Term.

6.2 The Customer may, from time to time during the Initial Term and/or each Renewal Term, purchase additional Steers in excess of the number set out in the Contract Details. Ifthe Customer wishes to purchase additional Steers, the Customer shall notify VYPR. VYPR shall activate the additional Steers within 3 days of its acceptance of the Customer’s request. The Customer shall pay to VYPR the relevant fees for such additional Steers as advised by VYPR to the Customer in writing in accordance with the Payment Any additional Steers purchased can be carried forward, to the subsequent Renewal Term, if the renewal is at least of the same value as the previous year.

6.3 The Customer shall pay the Subscription Fees payable in respect of the Initial Term and each Renewal Term in accordance with the Payment

6.4 If VYPR has not received any payment by the due date, and without prejudice to any other rights and remedies of VYPR including clause 2:

(a) VYPR may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and VYPR shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of VYPR’s bankers in the UKfrom time to time, commencing on the due date and continuing until fully paid, whether before or after

6.5 All amounts and fees stated or referred to in this Contract:

(a) shall be payable in pounds sterling;

(b) are non-cancellable and non-refundable; and

(c) are exclusive of value added tax, which shall be added to VYPR’s invoice(s) at the appropriate

6.6 The Subscription Fees shall automatically increase at the start of each Renewal Term by the percentage increase in the Consumer Prices Index (CPI) (all items) (United Kingdom) during the previous year and the Contract shall be deemed to have been amended accordingly. In the event that VYPR wishes to increase the Subscription Fees by an amount greater than the automatic increase it shall give the Customer no less than 45 days’ written notice before the start of any Renewal Term. The Customer acknowledges that expiration of any discount or incentive programs to which Customer was previously entitled do not constitute fee increases and the increase in fees will be based on VYPR’s prevailing rate for the Services at the time of the increase.

7.    INTELLECTUAL PROPERTY RIGHTS

7.1 The Customer acknowledges and agrees that VYPR and/or its licensors own all intellectual property rights in the Services, the Steers and the Documentation. Except as expressly stated herein, this Contract does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. 

7.2 VYPR confirms that it has all the rights in relation to 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

7.3 The Customer shall defend and hold harmless VYPR against claims, actions, proceedings, losses, damages, awards, 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 Services and/or Documentation.

7.4 VYPR shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Commencement Date, copyright, trademark, database right or right of confidentiality provided that:

(a) VYPR is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to VYPR in the defence and settlement of such claim, at VYPR’s expense; and

(c) VYPR is given sole authority to defend or settle the

7.5 In the defence or settlement of any claim, VYPR 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 Contract on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay damages or other costs to the

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

(a) a modification of the Services or Documentation by anyone other than VYPR; or

(b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by VYPR; or

(c) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from VYPR or any appropriate authority.

7.7 The foregoing states the Customer’s sole and exclusive rights and remedies, and VYPR’s (including VYPR’s employees’, agents’ and sub-contractors’) entire obligationsand liability, for infringement of any patent, copyright, trademark, database right or right of

8.    CUSTOMER DATA

8.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer

8.2 VYPR shall follow its standard archiving procedures for Customer Data, which is Customer Data is retained for 12 months after the contract ends. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for VYPR to use reasonable commercial endeavours to restore the lost or damaged CustomerData from the latest back-up of such Customer Data maintained by VYPR in accordance with such archiving VYPR shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by VYPR to perform services related to CustomerData maintenance and back-up).

9.   DATA PROTECTION

9.1.    The parties agree that VYPR is the Data Controller and the Customer will be the Data Processor and each shall comply with their respective obligations under the Data Protection Legislation. As the Data Controller, VYPR is required to ensure that any Personal Data shared with the Customer, is treated appropriately and in accordance with this clause 9.

9.2 VYPR shall ensure that it has all necessary appropriate legal bases, consents and/or notices in place to enable lawful transfer of the Personal Data to the Customer for the duration and purposes of these terms and conditions, subject to clause 9.3.

9.3 The Customer shall:

(a) process that Personal Data only on the written instructions of VYPR unless the Customer is required by any law applicable to the Customer to process Personal Data;

(b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of VYPR has been obtained and the following conditions are fulfilled:

i) provide appropriate safeguards in relation to the transfer;

ii) acknowledge the Data Subject has enforceable rights and effective legal remedies;

iii) comply with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

iv) comply with reasonable instructions notified to it in advance by VYPR with respect to the processing of the Personal Data

(e) ensure it has secure data retention and deletion procedures in place, so Personal Data is not held for longer than 12 months;

(f) assist VYPR, at VYPR’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(g) notify VYPR without undue delay on becoming aware of a Personal Data breach;

(h) permit VYPR, on reasonable notice, to enter the Customers’ premises and perform an audit of the Customer in relation to the Customers’ compliance with this clause 9 and the Data Protection Legislation; and

(i) maintain complete and accurate records and information to demonstrate its compliance with this clause 9.

9.4 On termination or expiry of these terms and conditions, the Customer shall cease to use the Personal Data and confirm the data has been erased or shall arrange for the prompt and safe return of all Personal Data to VYPR together with all copies and/or adaptations of the Personal Data in its possession or control and shall erase all copies which may remain in its possession.

9.5 The Customer warrants and undertakes that it shall immediately inform VYPR upon becoming aware of any breach or default by the Customer or any of its sub-contractors of the provisions of this clause 9.

9.6 The Customer hereby agrees to provide VYPR with such assistance as is reasonably necessary in connection with all subject access and data-rights requests, as provided for in the Data Protection Legislation, received by VYPR from Data Subjects. If the Customer processes any Personal Data related to the Steers for any other purpose than permitted under these terms and conditions, the Customer shall be solely responsible for ensuring it has an appropriate legal basis for this processing, as required by the Data Protection Legislation.

10.  LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

10.1 Except as expressly and specifically provided in this Contract:

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

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract; and

(c) the Services and the Documentation are provided to the Customer on an “as is” basis

10.2 Nothing in this Contract excludes the liability of VYPR:

(a) for death or personal injury caused by VYPR’s negligence; or

(b) for fraud or fraudulent

10.3 VYPR shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this

10.4 VYPR’s total aggregate liability in contract tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the total Subscription Fees during the 12 months immediately preceding the date on which the claim

11.  TERMINATION

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

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b) the other party commits a persistent breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(c) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(e) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

11.2 Without affecting any other right or remedy available to it, VYPR may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

11.3 On termination of this Contract for any reason:

(a) All licences granted under this Contract and unused Steers shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

(b) VYPR may destroy or otherwise dispose of any of the Customer Data in its possession unless VYPR receives, no later than ten days after the effective date of the termination of this Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. VYPR shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall payall reasonable expenses incurred by VYPR in returning or disposing of Customer Data; and

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

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

12. ANTI-BRIBERY, FRAUD AND CORRUPTION 

12.1 VYPR and the Customer, including all their respective directors, officers, employees and contractors and any other person associated with or acting on behalf of them shall:

12.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery, fraud and corruption including but not limited to the Bribery Act 2010, the Fraud Act 2006 and the Criminal Finances Act 2017;

12.1.2 not engage in any activity, practice or conduct which would constitute an offence under the legislation listed in 12.1.1 above;

12.1.3 have and maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the legislation listed in 12.1.1 above to ensure compliance with the Relevant Requirements, the Relevant Policies and clause 12.1.2, and will enforce them where appropriate.

13. ANTI-SLAVERYPOLICY

13.1 This applies to all persons working for us or on our behalf in any capacity, including employees at all levels, directors, officers, contractors and suppliers. VYPR strictly prohibits the use of modern slavery and human trafficking in our operations and supply chain. We have and will continue to be committed to implementing systems and controls aimed at ensuring that modern slavery is not taking place anywhere within our organisation or in any of our supply chains. VYPR expects our suppliers will hold their own suppliers to the same high standards.

14.  GENERAL

14.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

14.2 Assignment.  The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract without the prior written consent of VYPR.

14.3 Confidentiality 

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 3(b). For the purposes of this clause,group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b) Each party may disclose the other party’s confidential information:

i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with

ii) this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and

iii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.

(d) Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

14.4 Publicity. Provided that VYPR complies with any trademark usage requirements notified to it by Customer, VYPR may refer to the Customer as one of VYPR’s customers and use the Customer’s logo as part of such reference. VYPR may either (i) issue a press release announcing the relationship between VYPR and the Customer, or (ii) submit a joint press release to the Customer for the Customer’s approval, such approval not to be unreasonably withheld or delayed. The Customer agrees to be a reference account for VYPR, provided, however, that VYPR will provide the Customer with reasonable notice and obtain the Customer’s consent before scheduling any reference calls.

14.5 Entire This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances,warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

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

14.7 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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 or prevent or restrict the further exercise of that or any otherright or remedy.

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

14.9 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office orsuch other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class recorded delivery post or other next working day delivery service or commercial courier.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 9(a); if sent bypre-paid first class recorded delivery post or other next working day delivery service or if delivered by commercial courier, on the date and at the time that thedelivery receipt is signed.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal

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

14.11 Governing The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims),shall be governed by, and construed in accordance with the law of England and Wales.

14.12 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 Contract or its subject matter or formation (including non-contractual disputes or claims).