REVISION DATE: 2022-03-04 (MARCH 4, 2022)

THIS IS THE SIMBUS LTD. (“SIMBUS”) SERVICES AGREEMENT (THE “AGREEMENT”). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY.

THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES AND MAY NOT BE MODIFIED, AMENDED, OR SUPERSEDED EXCEPT BY A WRITTEN AGREEMENT SIGNED BY SIMBUS AND CLIENT. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND ANY PURCHASE OF SERVICES EXECUTED BY CLIENT (WHETHER EXECUTED BEFORE OR AFTER THIS AGREEMENT), THIS AGREEMENT SHALL PREVAIL. EACH PARTY ACKNOWLEDGES THAT IN ENTERING INTO THE CONTRACT 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 THE CONTRACT. EACH PARTY AGREES THAT IT SHALL HAVE NO CLAIM FOR INNOCENT OR NEGLIGENT MISREPRESENTATION OR MISSTATEMENT BASED ON ANY STATEMENT IN THE CONTRACT.

1. CAPITALIZED TERMS.

Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the definitions ascribed to them in Article 3 below.

2. LANGUAGE; REFERENCES.

U.S. English spellings are used through this Agreement. All references to the masculine gender include the feminine and neuter unless otherwise specified and all references to the singular include the plural and vice versa, save where the context otherwise requires.

3. DEFINITIONS.

The definitions are an integral part of this Agreement.

3.1. “Agreement” means the terms and conditions listed and described in Articles 1-29 that govern how Services will be provided to Client by Simbus.

3.2. “Background Intellectual Property” means any Intellectual Property existing before the date of the Acceptance and any Intellectual Property generated after the date of Acceptance but outside the scope of this Agreement.

3.3. “Client” means any company, partnership (including limited liability partnership, LLP), charity, cooperative, unincorporated entity or person engaging or seeking to engage Simbus to provide Services.

3.4. “Client Materials” means all materials, information, equipment, designs, tools, drawings, specifications, documents and data supplied by the Client to Simbus.

3.5. “Commercial-Off-The-Shelf Services” means pre-defined services that are available from Simbus’ website and that do not require elaboration using a Statement of Work.

3.6. “Confidential Information” means information of either Party designated as confidential or information of either Party which ought reasonably to be regarded as confidential.

3.7. “Contract” means this contract, including the Statement of Work or Services Schedule, the Quotation, and this Agreement and, to the extent agreed in writing by both Parties as forming part of this contract, any other associated or supplemental document and / or authorized variation to this contract.

3.8. “Day-Rate” means a rate applied to Time and Materials contracts that includes the cost of labor, the cost of materials and equipment usage, overheads, and profit but does not include any expenses.

3.9. “Deliverables” means the outputs (if any) from the provision of the Services including those described in the Services Schedule or in any Statement of Work.

3.10. “Estimate” means an initial, non-binding offer of Services offered by Simbus, identified by its unique identifier.

3.11. Incoterms 2020® is the set of 2020 edition of international contract definitions published by the International Chamber of Commerce.

3.12. “Intellectual Property” means patents, utility models, rights to inventions, copyright and neighboring 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 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.

3.13. “Party” means either Simbus or Client.

3.14. “Parties” means both Simbus and Client.

3.15. “Personal Information” means any information that can be used to identify (either directly or indirectly) a person. This information may include a name, an identification number, location data, an online identifier, one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity.

3.16. “Quotation” means the offer in writing issued to Client by Simbus, which shall be either an Estimate against an agreed scope of work (and any subsequent adjustments to the Estimate) or an understanding of a scope of work against a schedule of rates (applicable to a stated time period), as agreed in writing by both Parties.

3.17. “Services” means the services to be provided by Simbus as described in the Quotation.

3.18. “Services Order” means the form provided with the Contract signed by Client and returned to Simbus along with a purchase order for the full price of the Services.

3.19. “Services Schedule” means a list of the Services provided in lieu of a Statement of Work. Simbus will provide a Services Schedule if the requested Services are either available as Commercial-Off-The-Shelf Services from Simbus’ website or the Services are provided under a Time and Materials contract.

3.20. “Simbus” means Simbus Ltd.

3.21. “Statement of Work” means a narrative description of the Services to be provided under contract that states the specifications or other minimum requirements; quantities; performance dates, times, and locations if applicable, and quality requirements. A Service Schedule may be used in lieu of a Statement of Work.

3.22. “Third Party” means any person or legal entity that is not Simbus or the Client.

3.23. “Time and Materials” means a contract that specifies that Simbus is paid by Client on a Day-Rate basis.

3.24. “U.K.” means the United Kingdom of Great Britain and Northern Ireland.

3.25. “URL” means uniform resource locator.

3.26. “U.S.” means the United States of America.

3.27. “VAT” means Value Added Tax.

4. APPLICABILITY.

This Agreement shall apply to any Contract for services between Simbus and the Client, and shall prevail over any terms or conditions for Services which the Client may purport to apply, whether in correspondence, under a purchase order (or similar document), or which are implied by trade, custom, practice or course of dealing. No variation of this Agreement or of any Contract shall be valid unless agreed in writing by a Simbus authorized representative.

5. QUOTATION.

5.1. The Quotation constitutes an invitation to negotiate by Simbus and does not constitute a binding contract.

5.2. Unless previously withdrawn, all Quotations given by Simbus are valid for a period of thirty (30) days from their date, or such other period expressly specified in writing by Simbus.

5.3. Unless otherwise expressly specified by Simbus, all prices in the Quotation shall be exclusive of costs of delivery, packaging, carriage, insurance, VAT, and all other applicable sales taxes or duties.

5.4. Simbus reserves the right to amend any specification within the Quotation if necessary to comply with any applicable law or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services or any associated Deliverables, provided that Simbus notifies Client of such amendment in writing as soon as practicably possible after Simbus considers the amendment to be necessary.

5.5. Any samples, drawings, descriptive matter or advertising issued by Simbus and any descriptions or illustrations contained on any website or in any catalogs, brochures or other materials are issued or published for the sole purpose of giving an approximate idea of the Services and / or Deliverables, whether in connection with the giving of an Estimate or otherwise. They shall not form part of the Contract or have any contractual force.

5.6. The price payable under the Contract is the sum stated in the Quotation.

5.7. If the Quotation is for a Time and Materials contract, day rates shall remain unchanged for one (1) year from the date of Contract formation (see Article 8).

6. PERSONAL INFORMATION.

6.1. Both Parties agree that the processing of Personal Information must be for the administrative needs of the Contract and / or the Services only.

6.2. Both Parties agree that the Services must not involve the processing of Personal Information.

6.3. Both Parties must agree that any Personal Information connected with the Contract and / or Services shall be covered by the Simbus privacy policy that is available at https://simbus.com/privacy/.

7. CONFIDENTIALITY.

7.1. Each Party undertakes that it shall not disclose any Confidential Information concerning the Contract unless expressly permitted to so in writing by the owner of the Confidential Information, except as permitted by Article 7.2.

7.2. Each Party may disclose the other Party’s Confidential Information when required to do so by law, a court of competent jurisdiction or any governmental or regulatory authority; and to its senior employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the Party’s obligations under the Contract. Each Party shall ensure that all such persons to whom it discloses the other Party’s Confidential Information comply with Article 7.1.

8. QUOTATION ACCEPTANCE AND CONTRACT FORMATION.

Signature by Client of the Services Order provided with the Quotation and a purchase order accepted by Simbus for the full price of the Services stated in the Quotation shall constitute legally binding acceptance of an offer to provide Services by Simbus on the terms of the Quotation. The Contract shall commence upon Simbus countersigning and dating the Services Order and sending it to Client.

9. INDEMNITY.

The Client hereby agrees to indemnify and keep indemnified Simbus, its employees, officers, agents, and contractors and hold Simbus, its employees, officers, agents, and contractors from and against any breach or non-observance by Client of these Conditions and any claim brought against Simbus by a Third Party resulting from the provision of Services by Simbus to Client and Client’s use of the Services and any associated Deliverables, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by Simbus as a consequence of such breach or non-observance.

10. RETENTION OF RIGHT, TITLE AND INTEREST.

10.1. All Background Intellectual Property belonging to Simbus shall remain in the sole ownership of Simbus and shall not be transferred.

10.2. All Background Intellectual Property belonging to Client shall remain the property of the Client.

10.3. All Intellectual Property belonging to a Third Party shall remain the property of aforementioned Third Party.

10.4. All Intellectual Property produced by Simbus arising out of or in connection with the Services shall remain in the sole ownership of Simbus save where it is expressly stated as transferring to Client in the Quotation.

10.5. Upon full payment of the Services, Simbus will grant to Client a worldwide, non-exclusive, royalty-free perpetual license to copy and use any Deliverables associated with the Services (excluding materials provided by Client) to enable Client to have the benefit of any Deliverables for use within Client’s business.

10.6. Any assignments or collateral warranties which Client requests that Simbus gives to any Third Party will be subject of a further Estimate and Quotation which will reflect the legal complexity of the process and the increase in liability exposure required.

10.7. The Client grants to Simbus a fully paid-up, worldwide, non-exclusive, royalty-free license during the term of the Contract to copy and use any materials provided by Client for the purpose of providing the Services.

11. USE OF SIMBUS PRODUCTS.

11.1. Simbus may use its own products during the provision of the Services and the development of the Deliverables.

11.2. If such use of Simbus products is made, then Simbus may provide to the Client a free Run-Time License (a Simbus license category that permits end users to execute files created using Simbus products but not to modify them) for each of the Simbus products used, if required.

11.3. The installation and use of such products is governed by separate Terms and Conditions (the “Simbus Ltd. License Agreement”).

12. CLIENT RESPONSIBILITIES.

12.1. THE CLIENT SHALL, AS AND WHEN REQUESTED BY SIMBUS, PROVIDE ALL NECESSARY CLIENT MATERIALS, INSTRUCTIONS, AND ACCESS TO PERSONNEL AND FACILITIES REQUIRED TO ENABLE SIMBUS TO MEET ITS OBLIGATIONS UNDER THE CONTRACT. THE CLIENT UNDERTAKES TO PAY ANY ADDITIONAL CHARGES ARISING FROM ERRORS OR DELAYS IN PROVIDING ANY OF THE FOREGOING.

12.2. THE CLIENT SHALL BE RESPONSIBLE FOR ENSURING THAT CLIENT MATERIALS AND INSTRUCTIONS ARE ACCURATE, UNAMBIGUOUS, CLEARLY LEGIBLE AND THAT THEY MEET THE REQUIREMENTS OF BOTH CLIENT AND SIMBUS. SIMBUS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGES, COSTS OR EXPENSES INCURRED OR SUFFERED BY THE CLIENT ARISING (DIRECTLY OR INDIRECTLY) FROM ANY INACCURACY, AMBIGUITY OR ILLEGIBILITY OF ANY CLIENT MATERIALS.

12.3. THE CLIENT SHALL BE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL NECESSARY LICENSES, PERMISSIONS AND AUTHORIZATIONS APPLICABLE TO THE SUPPLY OF THE SERVICES AND DELIVERABLES, INCLUDING (WITHOUT LIMITATION) EXPORT AND / OR IMPORT LICENSES FOR ANY DELIVERABLES, OR OTHER DATA, OR OTHER MATERIALS TRANSFERRING BETWEEN SIMBUS AND THE CLIENT.

12.4. THE CLIENT MUST ENSURE THAT IT HAS ALL NECESSARY APPROPRIATE CONSENTS AND NOTICES IN PLACE TO ENABLE LAWFUL TRANSFER OF ANY PERSONAL INFORMATION TO SIMBUS.

13. DELIVERY, PERFORMANCE, AND ACCEPTANCE.

13.1. The Services provided are limited to those described in the relevant Quotation and are designed only for Client for the purpose and project detailed expressly in the Quotation. Simbus will not be held liable for any other applications or interpretations of these Services. No person other than Client may use any Services and any related Deliverables or rely on any advice given by Simbus whether under the Contract or otherwise for any purpose.

13.2. All Services relate specifically to the time and techniques used at the time they were performed and Simbus will not be liable for any changes in interpretation caused by (a) the use of alternative technology, (b) work carried out at a different time, (c) work carried out under different physical conditions or (d) the use of external information.

13.3. Simbus shall use reasonable endeavors to comply with any dates stated for performance of Services and delivery of Deliverables but any such dates are estimates only. Time is not of the essence for performance of the Services or delivery of Deliverables. Failure to perform Services or deliver Deliverables by such dates shall not be a breach or repudiation of the Contract, and Simbus shall not be liable for any loss or damage suffered by the Client as a result of such delay.

13.4. Unless otherwise agreed in writing, Deliverables will be delivered ex works (as defined in Incoterms 2020) at Simbus’ premises when the Deliverables are handed over to the Client, its agent, or carrier.

13.5. Unless otherwise stated in the relevant Proposal or agreed in writing between the Parties, Deliverables will be deemed to be accepted fourteen (14) days following delivery to the Client or, in the case of Deliverables to be collected from Simbus’ premises, fourteen (14) days following written notice to the Client that the Deliverables are ready for delivery, whichever is the sooner.

13.6. Risk of loss or damage in the Deliverables shall pass to the Client upon delivery of the Deliverables or, in the case of Deliverables to be collected from Simbus’ premises, following seven (7) days’ notice from Simbus that the Deliverables are ready for collection or despatch to Client.

14. LIMITED WARRANTY.

14.1. Subject to Articles 14.2-14.7 below, Simbus warrants that:

14.1.1. it shall supply the Services to Client in material compliance with the Quotation and shall provide the Services to Client using reasonable care and skill; and

14.1.2. the Deliverables shall be free from defects in materials and workmanship for six (6) months from the date of delivery.

14.2. Where any valid warranty claim is made in respect of any Services or Deliverables, and such claim arises directly from Simbus’ fault or negligence, Simbus can choose, at its absolute discretion, to either: (a) re-perform the Services to the extent necessary to make good any defect; or (b) repair or replace the Deliverables (or the defective part in question); or (c) to credit or refund to the Client the price paid for the Services or Deliverables (or a proportionate part of the price paid). Simbus will have no further liability to the Client under the warranties in Article 14.1.

14.3. There will be no extension of the warranty period in respect of re-performed Services or repaired or replacement Deliverables.

14.4. Owing to the research and development nature of the work carried out by Simbus, Simbus does not warrant that the results will fully meet the objectives sought, or that any product resulting from the work will correspond exactly to specifications or estimated performance.

14.5. Simbus can only warrant its work if the whole of the relevant work program as defined in the Proposal is carried out, including budgeted quality checks and report generation. Simbus shall be under no liability in respect of work program that are curtailed due to action or inaction by the Client.

14.6. The warranties given in Article 14.1 shall not apply in respect of any claims:

14.6.1. made more than six (6) months after the completion of performance of the relevant Services or delivery of the relevant Deliverables;

14.6.2. where the Client has not paid in full for the relevant Services and / or Deliverables;

14.6.3. in respect of fair wear and tear, abnormal working conditions or willful damage by the Client;

14.6.4. arising as a result of, or in connection with, errors or omissions in designs, drawings, instructions or specifications supplied by the Client, or on the Client’s behalf, in respect of the Services ad / or Deliverables;

14.6.5. arising as a result of the Client’s failure to follow Simbus’ written instructions regarding use or maintenance of the Deliverables;

14.6.6. arising directly or indirectly from the Client’s failure or delay to perform any of its obligations under the Contract;

14.7. Except as set out in this Article 14, all other warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

15. INVOICING, PAYMENT, AND EXPENSES.

15.1. The Client shall pay all valid and properly submitted invoices not later than thirty (30) days after they are issued or at such other times as may be specified in the relevant Quotation.

15.2. The Client must pay all invoices in full without any discount, deductions, set-off, or abatement on any grounds.

15.3. Absent appropriate exemption certificates or other conclusive proof of tax exempt status, Client shall pay all applicable sales, use, excise, VAT, and other taxes, duties, levies, assessments, and governmental charges payable in connection with this Agreement, excluding taxes based on or measured by Simbus’ income, for which Simbus shall be solely responsible.

15.4. Simbus will charge Client for all and any expenses reasonably incurred by it and its employees, agents, and subcontractors in connection with the provision of the Services including traveling expenses, hotel costs, subsistence and any associated expenses, and for the cost of goods or services provided by Third Parties, and the cost of any materials which are required by Simbus for performing the Services.

15.5. If Client does not pay any invoice by the due date for payment Simbus may, without prejudice to any other rights and remedies that it may have (a) suspend provision of the Services until payment in full including any interest is received; and / or (b) charge interest on the outstanding amount (both before and after any judgment) at the rate of 5% above the Bank of England base rate (compounded daily) from the due date until the outstanding amount is paid.

15.6. Simbus reserves the right to submit interim invoices on a monthly basis in arrears throughout the Contract and a final invoice on completion of the Services required to be delivered under the Contract or at such time as Simbus reasonably believes that the Contract will no longer be capable of completion for any reason.

15.7. All Deliverables remains the property of Simbus until all sums owed by Client to Simbus (whether under the Contract or otherwise) have been paid in full and Simbus will have a first and paramount lien over all Deliverables and other goods and assets of Client held by Simbus until payment is made in full by Client to Simbus.

16. LIMITATION OF LIABILITY.

The Services and any associated Deliverables should not be relied on as the sole basis to solve a problem or implement a design whose incorrect solution or implementation could result in injury to person or property. If the Services and any associated Deliverables are employed in such a manner, it is at the Client’s own risk and Simbus explicitly disclaims all liability for such misuse to the extent allowed by law. Simbus’ liability for death or personal injury resulting from negligence or for any other matter in relation to which liability by law cannot be excluded or limited shall not be excluded or limited. Except as aforesaid, (a) any other liability of Simbus (whether in relation to breach of contract, negligence or otherwise) shall not in total exceed the amount paid to Simbus under this Agreement in the six (6) month period preceding the claim in question, for the Services with respect to which the liability in question arises; and (b) Simbus shall have no liability for any indirect or consequential loss (whether foreseeable or otherwise and including loss of profits, loss of business, loss of opportunity, and loss of use of any computer hardware or software). Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply to Client.

17. THIRD PARTIES.

17.1. At the Client’s request and expense, Simbus will carry out agreed Intellectual Property searches in respect of the Contract. In the event of any claim being made against the Client in respect of an alleged infringement of a Third Party’s Intellectual Property arising out of the application of the Services and / or Deliverables by Simbus, Simbus shall be under no liability to the Client or any Third Party, except to the extent that Simbus has negligently carried out the agreed Intellectual Property searches, in which case Simbus’ liability shall be limited in accordance with Article 16.

17.2. The Client warrants that any Client Materials or instructions furnished or given by it shall not be such as will cause Simbus to infringe any Intellectual Property or other like right or privilege whatsoever and by whomsoever owned, and that it will indemnify and hold harmless Simbus against any and all claims made in respect thereof.

18. TERMINATION AND EXPIRY.

18.1. Without affecting any other right or remedy available to it, either Party (the “Terminating Party”) may terminate the Contract (and Simbus suspend or cease to provide any further Services) with immediate effect if:

18.1.1. it gives the other Party one (1) month’s written notice;

18.1.2. 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 fourteen (14) days of that Party being notified in writing to do so;

18.1.3. the other Party takes (or threatens to take) any step or action, or allows the same to be taken, in connection with: (a) insolvency, receivership, bankruptcy, or similar proceedings; (b) assignment for the benefit of creditors; (c) being dissolved whether voluntarily or by order of a court; (d) having a receiver or manager appointed over any of its assets; (e) ceasing to carry on any material part of its business.

18.1.4. the other Party is unable to pay its debts as they fall due or its financial position otherwise deteriorates to such an extent that in the terminating Party’s opinion the other Party’s capability to adequately fulfill its obligations under the Contract has been placed in jeopardy.

18.2. Without affecting any other right or remedy available to it, Simbus may terminate the Contract with immediate effect by giving written notice to Client if Client fails to pay any amount due under the Contract on the due date for payment as specified in Article 15.1.

18.3. On Termination of the Contract:

18.3.1. Client must immediately pay to Simbus all of the Simbus’ outstanding unpaid invoices and interest and, in respect of Services and Deliverables supplied but for which no invoice has been submitted, Simbus will submit an invoice which must be payable by Client immediately on receipt.

18.3.2. Client must return all of Simbus’ materials of any kind which have not been fully paid for. If Client fails to do so, then Simbus may take legal action to take possession of them. Until all of Simbus’ materials have been returned, Client must retain them on trust for Simbus and shall be solely responsible for their safe keeping as bailee and must not use them for any purpose.

18.4. Termination of the Contract (or expiry if it is for a fixed term) shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

18.5. Any provision of the Contract that expressly or by implication is intended to come into, or continue in, force on or after termination or expiry of the Contract, in particular but without limitation Article 16, shall remain in full force and effect.

19. PUBLICITY.

Licensee may not use Simbus’ name, trade names, logos, or other trademarks of Simbus in any advertising, promotional literature or any other material, whether in written, electronic, or other form, distributed to any Third Party, except in the form provided by Simbus, and then solely for purposes of identifying Simbus’ products and services.

20. EXPORT CONTROL.

The Services and Deliverables are subject to U.K. export control laws and may be subject to applicable export and import laws and regulations in other jurisdictions including those of the U.S. Notwithstanding any other term of this Agreement or Third Party agreement, Client’s rights under this Agreement may not be exercised by Client or any Third Party in violation of such laws and regulations, nor may this Agreement be transferred to any party where doing so would result in such a violation. Client represents and warrants that Client and Client’s employees, agents, and subcontractors are not ineligible or otherwise restricted by U.K., U.S., or applicable law to receive Services, or Deliverables. Simbus reserves the right not to deliver the Deliverables if, at any time, Simbus believes that such delivery may violate applicable export control laws. Client must not export or re-export the Deliverables. Client must not transfer the Deliverables to individuals prohibited from receiving Deliverables by the laws of the Client’s jurisdiction. It shall be Client’s responsibility to comply with the latest export and import regulations of Client’s jurisdiction with respect to all use of the Deliverables.

21. FORCE MAJEURE.

Neither Party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its control including without limitation strikes, lock-outs or other industrial action by Third Parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

22. ASSIGNMENT.

No person, not being a Party to the Contract, shall have any rights to enforce any part of the Contract against either Party. Client may not assign or otherwise transfer this Agreement, by operation of law or otherwise, without the written consent of Simbus. Client agrees that Simbus may withhold such consent if it reasonably believes that Client is in breach of this Agreement or that the proposed assignment or transfer will cause a breach of this Agreement. In the case of any permitted or other lawful assignment or transfer, the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of, the transferee or assignee.

23. NOTICES.

Any notices will be given to the appropriate party at the address specified at the beginning of this Agreement or at a different address as the party specifies in writing. Notices will be by personal delivery, certified or registered mail, or international courier. Notices will be deemed given upon personal delivery to the appropriate address, upon receipt of certified or registered mail, or on the date of delivery shown in the international courier’s business records.

24. TRADEMARK NOTICE.

Simbus, the Simbus logo, “Building Better Systems”, Simbus Bondgraphs, and Simbus Core Toolbox are trademarks or registered trademarks of Simbus Ltd. See https://simbus.com/trademarks/ for a list of additional trademarks. Other product or brand names mentioned herein may be trademarks or registered trademarks of their respective holders.

25. GOVERNING LAW; JURISDICTION.

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with Scottish law. The Parties irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter. To the extent that the acceptance of a contractual term contained in this Agreement is prohibited by reason of Client’s sovereign immunity or any foreign, federal or state constitution, law, treaty, or regulation, the conflicting term of this Agreement shall be superseded only to the extent required.

26. SEVERANCE.

If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable to the maximum extent permissible. 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 article shall not affect the validity and enforceability of the remainder of the Contract.

27. HEADINGS.

The inclusion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

28. WAIVER.

A waiver of any right or remedy under the terms and conditions of this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under the terms and conditions of this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the terms and conditions of this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

29. ENTIRE AGREEMENT.

This Agreement contains the entire understanding of the Parties and may not be modified, amended, or superseded except by a written agreement signed by Simbus and Client. In the event of any conflict between this Agreement and any purchase of services executed by Client (whether executed before or after this Agreement), this Agreement shall prevail. Each Party acknowledges that in entering into the Contract 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 the Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or misstatement based on any statement in the Contract.