Worka Team Agreement

These terms and conditions (including the Schedules) apply from the Commencement Date and govern Your use of Worka Team (the “Terms”). Your attention is specifically drawn to Sections 5, 13, 15 17.7 and 17.9 and by accepting these Terms You expressly confirm You have read, understood and agree to those Sections.

1. DEFINITIONS AND INTERPRETATION

The definitions and rules of interpretation set out in Section 20 apply to these Terms.

2. COMMENCEMENT AND DURATION

2.1 These Terms shall commence on the Commencement Date and unless terminated earlier in accordance with these Terms, shall continue in force and effect until either party gives at least thirty (30) days' written notice to the other, in which case these Terms shall terminate at 23:59PM (GMT) on the last day of the month following the end of such notice period (the “Term”).

3. WORKA TEAM AND API SUBSCRIPTION

3.1 Subject to Your payment of the Subscription Fees and the other terms and conditions of these Terms, We hereby grant to You a non-exclusive, non-transferable, revocable right (without the right to grant sub-licences) to use and access, and to permit the Authorised Users to use and access, Worka Team on a software-as-a-service basis and the APIs, solely for Your internal business purposes. All rights not expressly granted herein are reserved.

3.2 We may amend Worka Team and the Service Description from time-to-time provided such amendments do not materially and negatively impact the functionality, performance or security of Worka Team. We shall inform You in advance of such amendments being made.

4. OUR OBLIGATIONS

4.1 We shall perform Our obligations under these Terms in compliance with all applicable laws.

4.2 We warrant that during the Term Worka Team shall perform materially in accordance with the Service Description.

4.3 We shall use reasonable endeavours to ensure Worka Team is available on a 24/7 basis, but Worka makes no representation, and gives no warranty or undertaking, that the operation or availability of Worka Team will be uninterrupted or error-free.

4.4 If We fail to comply with the warranty at Section 4.2, We shall use reasonable endeavours to rectify, repair or correct such failure within a reasonable time. The warranty at Section 4.2 shall not apply to the extent of any non-conformance, including unavailability, which is caused by: (a) Your breach of these Terms; (b) use of Worka Team contrary to Our instructions; or (c) modification or alteration of Worka Team by any party other than Us or Our Personnel under Our authorisation.

4.5 In order for You to access and use Worka Team, We will make APIs available from time to time. You must treat the APIs as Our Confidential Information and use the APIs solely for accessing and using Worka Team. We will update the APIs from time to time as reasonably necessary for the performance of Worka Team. You shall be responsible for integrating Your IT and technology systems with Worka Team using the APIs made available by Us.

4.6 You acknowledge that We and/or Our Personnel may from time to time carry out routine and emergency maintenance of Worka Team. You may be unable to access Worka Team during any period in which routine or emergency maintenance is being carried out, though We will use reasonable endeavours to keep disruption to and unavailability of Worka Team to a minimum.

5. DISCLAIMERS

5.1 Except as expressly provided in these Terms, Worka Team and the APIs are provided "as is" and “as available” and to the extent permitted by law, We disclaim all other conditions, warranties, representations, undertakings or other terms which might have effect between Us and You with respect to Worka Team and/or the APIs, or be implied or incorporated into these Terms, whether by statute, common law, custom or otherwise, including any implied conditions, warranties, undertakings or other terms relating to satisfactory quality, reasonable skill and care, fitness for any particular purpose, ability to achieve a particular result or arising from course of dealing or usage of trade. Accordingly, We do not warrant, represent, undertake or agree that: (a) the use of Worka Team and/or the APIs by You or Your Authorised Users will meet Your requirements; or (b) the functions of Worka Team and/or the APIs will operate in the combinations or configuration which You select for use

5.2 We do not warrant anything in relation to systems that do not make up Worka Team and/or the APIs or the connection to those systems, including the way in which Your IT and technology systems integrate with the APIs made available by Us.

5.3 Without limitation to Section 17.1 (Force Majeure), You acknowledge that We have no direct control over the availability of bandwidth over the entirety of the internet and that, while We will use such endeavours as We deem appropriate to facilitate Worka Team, We shall not be responsible for delays caused by such unavailability or any failure of third party IT infrastructure.

5.4 Under no circumstances shall We or Our Personnel have any liability for any losses, claims, damages, costs or expenses caused by errors or omissions in any information or instructions provided to Us and/or Our Personnel by or on behalf of You in connection with Worka Team and/or the APIs, or any actions taken by Us and/or Our Personnel at Your direction.

6. YOUR OBLIGATIONS

6.1 In relation to Worka Team:

6.1.1 You shall not (and shall ensure that Your Authorised Users do not) store, distribute or transmit any Virus, or any material, information or data through Worka Team that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;

6.1.2 You shall not:

6.1.2.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between Us and You, attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of Worka Team, APIs, Software or Service Description;

6.1.2.2 access, develop, supply or market all or any part of Worka Team in order to build a product or service which replicates, competes with or is substantially similar to Worka Team;

6.1.2.3 attempt to undertake any security testing of Worka Team without Our prior written consent;

6.1.2.4 except as permitted in these Terms, use Worka Team to provide services to third parties (including any of Your Affiliates);

6.1.2.5 subject to Section 17.5 (Assignment), transfer, temporarily or permanently, any of Your rights under these Terms; or

6.1.2.6 assist third parties in obtaining access to Worka Team;

6.1.3 You shall use best endeavours to prevent any unauthorised access to, or use of, Worka Team and shall notify Us promptly of any such unauthorised access or use; and

6.1.4 We may audit Your compliance with this Section 6.1 by any lawful, technical means and You shall provide all reasonable assistance and information to Us as necessary to establish that Worka Team is only being accessed and used in accordance with these Terms.

6.2 You shall:

6.2.1 provide Us with all necessary co-operation in relation to these Terms and access to such information as may be required by Us in order to provide Worka Team;

6.2.2 ensure that the Authorised Users comply with the Terms of Use and Terms of Service as may be updated from time to time;

6.2.3 be responsible for maintaining sufficient licences to any software (from third parties or licensed by Us separately to these Terms) operated using, or in conjunction with, Worka Team;

6.2.4 be responsible for maintaining adequate internet connections and technical capabilities to access and use Worka Team;

6.2.5 provide such personnel assistance as may be reasonably requested by Us from time to time as required in order for Us to make Worka Team available to You, for example, working with our IT teams to resolve any integrational or operational issues, remedying defects, etc;

6.2.6 comply with all applicable laws and regulations with respect to Your activities under these Terms;

6.2.7 carry out all other responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays by You in the provision of such assistance as agreed by Us and You, We may adjust any timetable or delivery schedule set out in these Terms as reasonably necessary;

6.2.8 before You use any updates to any third party software in a live environment, carry out testing updates to any third party software to Your satisfaction, to ensure that such updates meet Your own requirements without causing any issues with Your use of Worka Team (including in relation to the APIs); and

6.2.9 undertake appropriate back-ups to Your data and to secure media with such regularity and in such a manner so as to ensure that You can restore such data and media in the event of data loss or corruption from any cause.

7. AUTHORISED USERS AND LOCATIONS

7.1 In relation to Authorised Users:

7.1.1 You shall ensure that the Authorised Users comply with these Terms, and shall be responsible for any acts and omissions of the Authorised User as if committed by You;

7.1.2 You shall ensure that each Authorised User keeps any password(s) for their use of Worka Team secure and confidential and that each Authorised User does not share their password(s) to allow any other employees, contractors (individuals or otherwise), representatives and agents of Yours or any other individual or third party to access Worka Team;

7.1.3 You will not allow any Authorised User account to be used by more than one (1) individual Authorised User;

7.1.4 if an Authorised User leaves Your employment or engagement or where the employment or engagement of an Authorised User is transferred such that You do not intend for them to have access to Worka Team, You shall promptly delete such individual’s account;

7.1.5 You shall ensure that each Authorised User keeps their account details (including their contact details) up to date; and

7.1.6 We may audit Your Worka Team account regarding the name and password for each Authorised User and, if such audit reveals that passwords have been provided to individuals who are not Authorised Users, We may, without prejudice to Our other rights; (a) disable such passwords (or require You to promptly disable such passwords) and You shall not issue any new passwords to such individuals; and/or (b) charge You an additional fee (calculated on a pro-rata basis against Your then-current Subscription Fees) for the additional number of Authorised Users accessing and using Worka Team.

7.2 You acknowledge that Worka Team may provide functionality or features that enable Authorised Users to perform functions, order services or add further Authorised Users that may incur additional Subscription Fees (as specified in the Service Description and/or on Worka Team itself) and You agree to be bound by the actions and orders performed by the Authorised Users (or any person who obtains access to Worka Team as a result of a breach of these Terms by You) using Worka Team and pay any additional Subscription Fees arising as a result.

7.3 If Your Authorised Users use any additional functionality available to raise an enquiry in relation to, or make a booking of, External Workspace, any such enquiry or booking shall be subject to the Worka Terms of Service presented at the relevant time of the enquiry or booking and You shall ensure that the Authorised User complies with those Terms of Service in relation to such enquiry or booking.

8. SUBSCRIPTION FEES AND PAYMENT TERMS

You shall pay the Subscription Fees to Us in accordance with Schedule 2 and each party shall comply with the terms in such Schedule 2.

9. YOUR DATA AND DATA PROTECTION

9.1 You shall own all rights, title and interest in and to all of Your Data and shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data and for ensuring that its use does not infringe the rights of any third parties.

9.2 You hereby grant to Us and Our Personnel, on and subject to the terms and conditions of these Terms, a non-exclusive, non-transferable licence to use Your Data for the purpose of providing Worka Team and the exercise of Our rights under these Terms (together with the right to sub-licence these rights to its hosting, connectivity and telecommunications service providers to the extent necessarily required for the performance of Our obligations) and for any requirements ancillary to the provision of Worka Team (including any data analytics and service modelling specified in the Service Description). You warrant to Us that the use of Your Data in accordance with these Terms will not: (a) breach any laws, statutes or regulations; (b) infringe the Intellectual Property Rights or other legal rights of any person; or (c) give rise to any cause of action against Us, in each case in any jurisdiction and under any applicable law.

9.3 In addition to the above (and notwithstanding Section 10), You acknowledge and agree that We and Our Affiliates may use usage, availability, demand/enquiries and other occupancy data related to your use of Worka Team and contained within Your Data (together “Analytics Data”) for the purposes of improving our services and undertaking and providing market data, insights, analytics and reporting, provided that We and Our Affiliates shall not share any Analytics Data with any third parties except on an aggregated, anonymised / deidentified basis. You agree that no obligations or restrictions of confidentiality shall limit or restrict Our or Our Affiliates’ ability to create, use, share or retain such Analytics Data (save for the obligations of anonymisation as set out in this Section).

9.4 In the event of any loss or damage to Your Data, Your sole and exclusive remedy shall be for Us to use reasonable commercial endeavours to restore Your Data that was lost or damaged from the latest back-up of Your Data where such back-ups are made by Us. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by Your, Your Authorised Users, Your Affiliates or any third party (except those third parties sub-contracted by Us to perform services related to Your Data hosting and back-up, in which case Our liability shall be subject to the limitations and exclusions set out in these Terms, including those set out in this Section and Section 13).

9.5 The parties shall comply with the terms set out in Schedule 3 with respect to privacy and data protection. Each party shall at all times comply with good industry practice relating to data protection, and implementation and maintenance of information security policies, processes and (subject to Section 9.4) back-up systems.

10 CONFIDENTIALITY

10.1 The Recipient shall protect all Confidential Information which is provided by or on behalf of the Discloser (whether orally, in writing or in any other form) using the same standards as the Recipient applies to its own comparable Confidential Information but in no event less than reasonable measures. The Recipient may only use Confidential Information in connection with these Terms and to the extent necessary for the purposes of these Terms. The Recipient may provide its Permitted Users with access to Confidential Information on a strict "need to know" basis only. The Recipient shall ensure that each of its Permitted Users are bound to hold all Confidential Information in confidence to the standard required under these Terms.

10.2 The Recipient’s confidentiality obligations will not apply to information: (a) already known to it at the time of disclosure without restrictions on disclosure; (b) in the public domain or publicly available other than as a result of a breach of these Terms; (c) provided to it by a third party who is under no such obligation of confidentiality; or (d) evidenced as independently developed by it. The Recipient may disclose Confidential Information to its legal advisers to protect its own legitimate interests or to comply with any legal or regulatory requirements. If any court, regulatory authority or legal process requires the Recipient to disclose information covered by this confidentiality obligation, then the Recipient may make any such disclosure, provided that the Recipient will, to the extent permitted by law: (a) advise the Discloser promptly of any such requirement; (b) cooperate with the Discloser, at the Discloser’s expense, in responding to the requirement; and (c) consult with the Discloser with a view to agreeing the timing, manner and extent of the disclosure..

10.3 All Confidential Information shall remain the property of the Discloser and the Discloser reserves all rights in its Confidential Information. Nothing in these Terms or the disclosures envisaged by these Terms shall (except as expressly agreed otherwise in these Terms) operate to transfer, or operate as a grant of any licences or right to use, to any Intellectual Property Rights in the Confidential Information.

10.4 Each party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other party of the provisions of this Section 10. Accordingly, it is agreed that either party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Section 10.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 You acknowledge and agree that We and our licensors own all Intellectual Property Rights in Worka Team, APIs, Software and the Service Description, including all subsequent copies of, and modifications, adaptations, amendments and additions to the same regardless of who made them. Except as expressly stated herein, these Terms shall not grant You any rights to, or in, any Intellectual Property Rights in respect of Worka Team, APIs, Software and the Service Description.

11.2 We and our licensors shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into Worka Team and/or APIs any enhancement requests or feedback provided by You and any Authorised Users, and You will not be publicly identified in any way as the source of such feedback.

12. INDEMNITIES

12.1 You shall indemnify, keep indemnified and hold Us and Our Personnel harmless against any and all damages, claims, actions, proceedings, losses and reasonable costs (including legal fees) and expenses arising from:

12.1.1 any third party claims or actions arising out of or in connection with Your or Your Authorised Users' use (or misuse) of Worka Team in breach of these Terms; and

12.1.2 any breach of the warranty in Section 9.2.

12.2 Subject to the provisions of this Section 12.2 and Sections 12.3 to 12.5, We shall indemnify You in respect of any damages and reasonable costs (including legal fees) and expenses arising directly from an IPR Claim which is valid and enforceable in the legal jurisdiction in which the IPR Claim is commenced provided that:

12.2.1 You shall give Us prompt notice of any actual or threatened IPR Claim;

12.2.2 You shall not admit any liability or agree to any settlement or compromise of an IPR Claim without Our prior written consent;

12.2.3 We shall be entitled at any time to assume exclusive conduct of the IPR Claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, negotiate the settlement of the IPR Claim and to conduct all discussions and dispute resolution efforts in connection with the IPR Claim);

12.2.4 You shall, at Our request, cost and expense, give Us all reasonable assistance in connection with the conduct of the IPR Claim (including taking such steps as is necessary to enable Us to assume conduct of the IPR Claim pursuant to Section 12.2.3); and

12.2.5 You take all reasonable steps to mitigate any liabilities which are the subject of the indemnity in this Section 12.2.

12.3 If any IPR Claim is made, or in Our reasonable opinion is likely to be made, against You, We may at Our option and expense:

12.3.1 obtain for You the right to continue using Worka Team in the manner permitted under these Terms; or

12.3.2 modify or replace the infringing part of Worka Team so as to avoid the infringement or alleged infringement, but in such a way that does not materially adversely affect the functionality of Worka Team; or

12.3.3 terminate these Terms immediately on notice to You.

12.4 Under no circumstances shall We or any of Our Personnel be liable to You under Section 12.2 or 12.3 (or otherwise) to the extent that the infringement (whether actual or threatened) is based on: (a) any changes, modifications, updates or enhancements made to Worka Team other than by Us or Our Personnel; (b) any use of Worka Team by You or Your Authorised Users in a manner contrary to Our instructions and/or in breach of these Terms; or (c) Your or Your Authorised Users' use of Worka Team after notice or becoming aware of the actual or threatened IPR Claim.

12.5 The provisions of Sections 12.2 to 12.4 inclusive state the entire liability of Us to You in connection with an IPR Claim and shall be Your sole and exclusive remedy in that regard.

13. LIMITATION OF LIABILITY

13.1 Nothing in these Terms excludes or limits the liability of either party to the other for:

13.1.1 death or personal injury caused by negligence;

13.1.2 fraud or fraudulent misrepresentation by it or its employees; or

13.1.3 any other liability that cannot be excluded or limited by law.

13.2 Subject to Section 13.1, We and/or Our Personnel shall not be liable whether in tort (including for negligence), breach of statutory duty, contract, misrepresentation (whether innocent or negligent), restitution or otherwise for:

13.2.1 any loss of profits, loss of revenue or turnover, loss of anticipated savings, wasted expenditure, loss of contract, loss of business opportunities, loss of business, loss or interruption of use or cost to procure substitute technologies, depletion of goodwill or reputation and/or similar losses, or pure economic loss or (subject to Section 9.4) any loss of corruption of data or information (regardless of whether these types of loss or damage are direct, indirect or consequential); or

13.2.2 any special, indirect, incidental or consequential loss or damage whatsoever,

in each case however arising under or in connection with these Terms and even if We and/or Our Personnel were aware of the possibility that such loss or damage might be incurred. In addition (and without prejudice to the terms above), under no circumstances shall We and/or Our Personnel be liable for any loss or damage (whatsoever and howsoever arising) that was not reasonably foreseeable (at the time these Terms first came into force) as a loss or damage that would have been caused and incurred as a result of the relevant breach giving rise to such loss or damage.

13.3 Subject to Sections 13.1 and 13.2, Our total aggregate liability to You in contract (including under any indemnities), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising under or in connection with the performance, non-performance or contemplated performance in these Terms in respect of any and all causes of action arising shall in no event exceed the value of the greater of: (a) the Subscription Fees paid or payable by You to Us in the 12 months preceding the event giving rise to the liability (or, if no Subscription Fees have been paid or are payable by You to Us in such period, the value of the Subscription Fees paid by You to Us in the last 12 months of the Term in which Subscription Fees were paid by You); and (b) £500.

14. TERM, TERMINATION AND SUSPENSION

14.1 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:

14.1.1 the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;

14.1.2 the other party commits a material breach of any term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or

14.1.3 the other party suffers an Insolvency Event.

14.2 On termination of these Terms for any reason:

14.2.1 all licences granted under these Terms shall immediately terminate and You and the Authorised Users shall immediately cease all use of Worka Team;

14.2.2 We may immediately end Your and the Authorised Users’ use of and access to Worka Team;

14.2.3 We may immediately end all Workspace Bookings that you have made (as defined in the Terms of Service and as set out in the Terms of Service and Cancellation and Refunds Policy)

14.2.4 You shall immediately pay all sums and amounts payable to Us under these Terms;

14.2.5 each party shall return or destroy, and (in each case) make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party, including the other party's Confidential Information (except that We may retain all Analytics Data and all reasonable professional records of Your and Your Authorised Users' use of Worka Team and shall be entitled to retain Your Confidential Information for the purposes of internal audit, litigation and/or to comply with applicable laws);

14.2.6 We shall have the right to destroy or otherwise dispose of any of Your Data in Our possession at any point thirty (30) days or more after termination of these Terms;

14.2.7 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 these Terms which existed at or before the date of termination shall not be affected or prejudiced; and

14.2.8 Sections 8 to 19 and any other provisions which are necessary for the interpretation or enforcement of these Terms shall continue in force notwithstanding termination.

14.3 We may suspend Your and Your Authorised Users' right to access Worka Team or use any portion or all of Worka Team immediately upon notice to You if We determine acting reasonably:

14.3.1 that Your (or an Authorised User's) use of or access to Worka Team (a) poses a security risk to Us, Worka Team or any third party; (b) may adversely impact availability or performance of Worka Team, the API, the Software or the systems or software of any other of Our customers; (c) may subject Us or any third party to any liability; or (d) may be fraudulent; or

14.3.2 that You, or any Authorised User, is in breach of these Terms or any other agreement by which software being used on or in conjunction with Worka Team is licensed.

14.4 If You do not register and maintain a valid payment card with Our payment service provider, We may permit You and Your Authorised Users to access certain functionality of Worka Team on a temporary trial basis. We may suspend or terminate Your and Your Authorised Users access to Worka Team or any part, service or functionality of Worka Team at any time

14.5 We shall reinstate Your and Your Authorised Users' rig.ht to access Worka Team once the cause of the suspension has been remedied or ceased to exist. Where the cause of the suspension persists for more than thirty (30) days, We may immediately terminate these Terms without incurring any liability to You.

15. ENTIRE AGREEMENT

15.1 These Terms shall govern all transactions between Us and You with respect to Worka Team, save to the extent You have entered into a separate written agreement with Us for the provision of any other functions of Worka Team. Any terms or conditions that may be contained in any purchase order, work order, invoice or otherwise used by You shall be without force or effect and You hereby waive any and all rights You may have to rely on and enforce any terms contained therein.

15.2 These Terms constitute the entire agreement between the parties in relation to its subject matter and replace and extinguish all prior agreements, whether oral or written, in relation to that subject matter. Each party acknowledges that in entering into these Terms it has not relied upon, and accordingly it shall have no rights or remedies which are not set out in these Terms. Nothing in this Section shall exclude or restrict the liability of either party arising out of its pre-contractual fraudulent misrepresentation or fraudulent concealment.

16. NOTICES

16.1 Subject to Section 16.3, any notice required to be given under these Terms shall be in writing in English and shall be delivered by email to (i) Us FAO, General Counsel at The Instant Group, Email Address: legalnotices@theinstangroup.com, or such other address as may have been notified by Us for such purposes and (ii) You at the email address for an Organisational Admin.

16.2 A notice sent by email shall be deemed to have been received at the time and date of transmission shown on the saved sent copy kept by the sender (or if delivery is not in business hours, at 9am (GMT) on the first Business Day following delivery). A reference to time in this Section shall be deemed to be the time in the place in which the notice is being delivered.

16.3 This Section 16 shall not apply to the service of legal proceedings.

17. GENERAL TERMS

17.1 Force Majeure. We shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of Our obligations under these Terms if such delay or failure results from events, circumstances or causes beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or the workforce of any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, epidemic or pandemic, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. In such circumstances We shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, either party may terminate these Terms by giving thirty (30) days' written notice to the other party.

17.2 No Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided by these Terms or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of these Terms, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

17.3 Rights and Remedies. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

17.4 Severance. If any provision, or part of a provision, of these Terms is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of these Terms, and the legality, validity or enforceability of the remainder of the provisions of these Terms shall not be affected, unless otherwise required by operation of applicable law. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

17.5 Assignment. You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under these Terms. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under these Terms. You shall enter into any further agreements reasonably required by Us to give effect to any of the above.

17.6 Relationship of the Parties. Nothing in these Terms is intended to, or shall be deemed to, establish or constitute any partnership or joint venture between the parties, create a relationship of principal and agent for any purpose between the parties, or authorise either party to make or enter into any commitments for or on behalf of the other party.

17.7 Variation. We reserve the right to amend these Terms at any time by providing 30 days’ notice to You, and such amended Terms shall automatically come into effect and be binding on the parties from the expiry of such 30 day notice period. If You do not agree with the relevant changes to these Terms, You may elect to terminate these Terms by providing at least 25 days’ notice to Us. Subject to the foregoing, no other variation of these Terms shall be effective unless made in writing and signed by or on behalf of each of the parties or by their duly authorised representatives.

17.8 Conflicts. In the event of any conflict between the Sections of these Terms and the Schedules, the conflict shall be resolved by giving priority: (a) first, to Schedule 3, (b) second to the Sections in these Terms; and (c) third, to the other Schedules.

17.9 Authority. The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver, and to exercise their rights and perform their obligations under, these Terms. You and the relevant person completing the onboarding process for You and Your Authorised Users to have access to and use Worka Team and agreeing to bind You to these Terms ("Your Signatory") individually represent and warrant that (a) Your Signatory is acting under Your authority; and (b) is duly authorised to bind You to these Terms. You agree to provide Us with any additional information or documentation We reasonably request from time to time to verify Your Signatory's authority.

18. THIRD PARTY RIGHTS

18.1 Subject to Our Personnel being entitled to rely on and enforce the provisions of Sections 5, 12 and 13, a person who is not a party to these Terms may not enforce any of the provisions under any legislation otherwise entitling it to do so nor bring a claim for the recovery of any losses, liabilities, expenses or costs arising out of or relating to these Terms or Worka Team. The consent of any third party is not necessary for any variation (including any release or compromise in whole or in part of any liability) or termination of these Terms.

18.2 All claims brought by You under or as a result of these Terms (whether in contract, misrepresentation (whether tortious or statutory), tort (including negligence), restitution, breach of statutory duty or otherwise) shall be brought against Us only and not any of Our Personnel. The limitations and exclusions of liability set out in these Terms shall apply to all such claims.

19. GOVERNING LAW AND JURISDICTION

19.1 These Terms and any proceedings, dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) (“Proceedings”) shall be governed by and construed in accordance with the governing law specified for the Jurisdiction in Schedule 1.

19.2 The parties irrevocably agree that any Proceedings shall be settled by arbitration in accordance with the then-current arbitral rules of the arbitration forum specified for the Jurisdiction in Schedule 1 (the “Arbitration Rules”). The substantive law will be the governing law specified for the Jurisdiction in Schedule 1, and the venue and seat of the Proceedings shall be as specified for the Jurisdiction in Schedule 1. The language to be used in the Proceedings shall be English. There will be a sole arbitrator chosen in accordance with the Arbitration Rules. Each party agrees that a judgment against it in Proceedings shall be conclusive and binding upon it and may be enforced in any jurisdiction.

19.3 Notwithstanding Section 19.2, We may bring proceedings for injunctive relief in any alternative jurisdiction at Our sole option in the case of breach or anticipated breach by You of Your obligations relating to confidentiality and Intellectual Property Rights as set out in these Terms.

19.4 In addition to Section 19.2, if the Jurisdiction is North America, the parties agree the additional terms below:

19.4.1 THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT A PARTY MAY HAVE IN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.

19.4.2 Each party agrees that it may and shall not act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Proceedings, and to the fullest extent permitted by applicable law each party hereby irrevocably waives the right to bring or participate in a class, collective, or consolidated proceeding against the other party in connection with these Terms. Each party agrees that it shall not bring Proceedings in arbitration on a class or representative basis, and the arbitrator can decide only Your and/or Our individual claims.

19.4.3 If for any reason any Proceedings proceed in court rather than in arbitration, both parties each waive any right to a jury trial. No waiver of any provision of this Section of these Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms.

19.5 The terms of this Section 19 shall survive and continue in force notwithstanding the suspension, termination or expiry of these Terms

20. DEFINITIONS AND INTERPRETATION

20.1 The following definitions apply in these Terms:

20.2 In these Terms: (i) The Section and Schedule headings are for convenience only and shall not affect the interpretation of these Terms. (ii) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). (iii) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. (iv) Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural include the singular; and (b) a reference to one gender shall include a reference to the other genders. (v) A reference to writing or written includes e-mail. (vi) A reference to a statute or statutory provision is a reference to it as it is in force as the Commencement Date and as amended by any subsequent statute or statutory provision. (vii) Any phrase introduced by the expressions including, includes, in particular or any similar expression shall be construed as illustrative only and shall not limit the sense of the words preceding those terms.

SCHEDULE 1 – WORKA CONTRACTING ENTITY AND JURISDICTION SPECIFIC DETAILS

SCHEDULE 2 – SUBSCRIPTION FEES

1. SUBSCRIPTION FEES

1.1 We will invoice the Subscription Fees to You monthly in arrears.

1.2 Subject to paragraph 1.4 below, the Subscription Fees shall be calculated on the basis of $2 per Authorised User per month (calculated by reference to the number of Authorised Users at the end of the relevant month) (the “Per User Rate”).

1.3 We may increase the Per User Rate from time to time by the higher of (i) 3%, and (ii) the increase in RPI in the preceding 12 month period. Alterations of the Per User Rate require not less than sixty (60) days’ notice to You and We may not update the Per User Rate more than twice in any 12 month period.

1.4 All sums shall be paid by You in full without set off or deduction.

2. PAYMENT TERMS

2.1 We will take payment via a payment service provider immediately following Our invoice to You. You shall pay all sums due to Us in cleared funds (in the currency specified in the invoice (or, if not specified, United States dollars (USD)).

2.2 All sums due to Us under or in relation to these Terms are exclusive of any Sales Tax which shall be charged in addition in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by You in full at the same time as payment is due under the relevant invoice.

2.3 You acknowledge and agree that You are solely responsible for the taxable status of Your business and any Internal Workspace (or the wider building or premises in which such Internal Workspace resides) in respect of Sales Tax (or other applicable taxes) and implications thereon or changes to such status that may arise as a result of or in connection with any Authorised User’s use or access to such Internal Workspace, building or premises, and accordingly under no circumstances shall We have any liability or responsibility for the same.

2.4 If You are required to withhold or deduct any Taxes in respect of any payment due to Us pursuant to these Terms, any such amounts shall be for Your account and Your sole obligation. Accordingly, in relation to any amounts due Us pursuant to these Terms, You shall make total payments of sufficient amounts to ensure that We, after withholding or deduction of any Taxes or deductions of any kind, receive net sums equal to the full amounts specified under these Terms. All Taxes and other deductions along with any gross-ups shall be paid to the appropriate government authorities by You and You shall promptly forward to Us original certificates of official tax receipts related to all such payments to the government authorities.

2.5 If You fail to make any payment in accordance with these Terms, then We shall (without prejudice to its other rights and remedies) be entitled to:

2.5.1 charge interest on the overdue amount at a rate of 4% per month above the Base Rate specified for the Jurisdiction in Schedule 1 from time to time in force, from the date on which such amount fell due until payment, whether before or after judgment; and/or

2.5.2 suspend Your and the Authorised Users’ access to and use of Worka Team until payment is made by You in accordance with these Terms.

2.6 You shall provide accurate, current and complete information on Your billing address, billing information and billing contacts, including email address and phone number, and will promptly notify Us if this information changes.

SCHEDULE 3 – DATA PROTECTION

Section 1: Key Data Protection Terms

Section 2: Data Protection Terms

1. This Schedule is supplemental to and is incorporated into these Terms to particularise the provisions in the Terms relating to Our processing of personal data in the course of providing Worka Team to You.

2. The parties agree that for the purpose of the Data Protection Legislation (to the extent that it is applicable), You are the controller and business (collectively “controller” for purposes of this Schedule) and We are the processor and service provider (collectively “processor” for purposes of this Schedule) in relation to the processing of personal data set out in Row 1 of the Key Data Protection Terms. For the avoidance of doubt, any processing of personal data which We carry out under Section 9.3 of these Terms shall be as controller and shall comply with the Data Protection Legislation.

3. The processing activities, including the purpose, nature, subject matter and duration of the processing and the categories of data subjects and personal data are set out in Rows 1 and 2 of the Key Data Protection Terms.

4. Each party will comply with its obligations under applicable Data Protection Legislation in connection with processing of personal data under these Terms. You shall ensure that You and Your directors, staff and any sub-contractor authorised under Section 17.5 of the Terms comply with applicable Data Protection Legislation in relation to any personal data You provide or which is otherwise made available to Us under these Terms.

5. When We process personal data in the course of providing Worka Team, We will:

(a) process, collect, use, retain, or disclose the personal data for the specific business purpose of providing the services and only in accordance with Your written instructions (which may be specific instructions, or instructions of a general nature as set out in these Terms, or as otherwise notified by You to Us from time to time). As at the Commencement Date, Your written instructions are for Us to only process the personal data as required in order to provide Worka Teamas set out in Section 9.2 of these Terms and in the Service Description. If We are required to process personal data for any other purpose pursuant to applicable law to which We are subject, We will inform You of this requirement first, unless such law prohibits this on important grounds of public interest;

(b) in relation to CA personal data, not sell or share such personal data, nor use, retain, disclose, or otherwise process such personal data outside of our business relationship with You or for any other purpose (including Our commercial purpose) except as required or permitted by law. You reserve the right to take reasonable and appropriate steps to (i) ensure Our processing of such personal data is consistent with Your obligations under Data Protection Legislation; and (ii) discontinue and remediate unauthorized use of such personal data. We will not combine any such personal data which We process on Your behalf, with personal data which We receive from or on behalf of another person or persons, or collect from Our own interaction with individuals, provided that We may combine any such personal data to perform any business purpose permitted or required under these Terms to perform the services.

(c) where We are permitted to generate and disclose Analytics Data for Our own business purposes in a de-identified manner (as described in Section 9.3 of these Terms), take reasonable measures designed to ensure that the personal data cannot be associated with an individual (or, household, where applicable), publicly commit to maintain and use the information in de-identified form only and make no attempt to re-identify the information except where necessary to test its de-identification processes, and contractually obligate any authorized recipients to comply with these obligations.

(d) notify You immediately if, in Our opinion, Your instruction for the processing of personal data infringes applicable Data Protection Legislation or we determine that We are no longer able to meet our obligations under Data Protection Legislation, and on making such notification We shall be entitled to suspend the relevant processing until You have either (i) amended Your instruction so that it is compliant with applicable Data Protection Legislation; or (ii) provided reasonable evidence to demonstrate that such instruction was compliant with applicable Data Protection Legislation, it being acknowledged that We will not be obliged to undertake additional work to determine if Your instructions are compliant;

(e) provide You with reasonable assistance, taking into account the nature of the processing:

(i) by appropriate technical and organisational measures and in so far as is possible, in fulfilling Your obligations to respond to requests from data subjects exercising their rights under applicable Data Protection Legislation;

(ii) in complying with obligations or requests imposed by any competent supervisory authority or regulator;

(iii) in ensuring compliance with the obligations related to EU/UK/Swiss personal data pursuant to Arts. 32 to 36 GDPR/UK GDPR, taking into account the information available to Us; and

(iv) by making available to You all information which You reasonably request to allow You to demonstrate that the obligations set out in applicable Data Protection Legislation relating to the appointment of processors have been met (including Art. 28 GDPR/UK GDPR);

(f) implement and maintain appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure, such measures to be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected. These measures are set out in Section 3 of this Schedule and the parties agree that they meet the levels of protection and appropriateness given possible harms required under this paragraph 5(f);

(g) not give access to or transfer any personal data to any third party without Your prior written authorization. You hereby agree that Our Affiliates may be retained as sub-contractors for the purposes of processing personal data and that We may engage third-party sub-contractors for these purposes as set out in this paragraph 5(g): A list of sub-processors approved by You as at the date of these Terms is available here. We can at any time appoint a new sub-processor provided that We update the list at least 15 days in advance with notification by email to the Organisational Admin(s) and that You do not object to the update within such timeframe. If You object within such timeframe, We shall use reasonable efforts to recommend a change to Your use of Worka Team to avoid the processing of Your personal data by the objected-to sub-processor, for Your consideration and approval. If We are unable to make available such recommended change within a reasonable period of time, which shall not exceed 15 days or You do not approve Our recommended change, You may, by written notice to Us, terminate these Terms effective on the last day of the relevant monthly subscription period following such notice;

(h) have in place a contract with any sub-processor approved under paragraph 5(g) above that contains terms which are substantially similar to those in this Schedule and as are required by applicable Data Protection Legislation and, for the avoidance of doubt, where a sub-processor fails to fulfil its obligations under any sub-processing agreement or applicable Data Protection Legislation, We will remain fully liable to You for the fulfilment of those obligations;

(i) promptly comply with any request or instruction You make pursuant to applicable Data Protection Legislation requiring Us to provide, amend, transfer, or delete the personal data, or to stop, mitigate, or remedy any unauthorized processing;

(j) ensure that personnel required to access the personal data are under a binding duty of confidentiality in respect of such personal data;

(k) at the end of the Term, upon Your written request, securely destroy or return such personal data to You, and delete existing copies unless applicable law to which We are subject requires storage of such personal data; and

(l) provide You with all information reasonably necessary to demonstrate compliance with this Schedule and allow You and Your auditors or authorised agents to conduct audits or inspections during the Term and provide all reasonable assistance to You in exercising Your audit rights under this paragraph 5(l). If Your request for information or access relates to a sub-processor, or information held by a sub-processor which We cannot provide to You ourselves, We will promptly submit a request for additional information in writing to the relevant sub-processor. You acknowledge that access to a sub-processor's premises or to information about a sub-processor's previous independent audit reports is subject to agreement from the relevant sub-processor, and that We cannot guarantee access to that sub-processor's premises or audit information at any particular time, or at all. The purpose of any audit pursuant to this paragraph 5(l) is to verify that We are processing personal data in accordance with Our obligations under this Schedule.

6. In the event of a Security Breach, We will:

(a) take action promptly to investigate, identify, prevent, remedy and mitigate the effects of the Security Breach; and

(b) notify You without undue delay, and provide You with a description, of any confirmed Security Breach.

7. If You are located outside the Protected Region and We transfer EU, UK or Swiss personal data to You in circumstances where respectively the GDPR, UK GDPR or the FADP apply, the transfer shall be governed by the terms of the Data Transfer Addendum.

8. If the EU and/or UK Standard Contractual Clauses which form part of the Data Transfer Addendum, or any other applicable safeguard under Data Protection Legislation in respect of transfers of personal data to third countries is subsequently held to be invalid, or if any supervisory authority requires transfers of personal data made pursuant to such safeguard to be suspended, then the parties will, in good faith, discuss ways of providing alternative safeguards.

9. We agree:

(a) in relation to EU/Swiss personal data, to enter into and maintain valid EU Standard Contractual Clauses (including the text from module 3) with any sub-processor approved under paragraph 5(g) which is located outside of the Protected Region; and

(b) in relation to UK personal data, to enter into and maintain valid UK Standard Contractual Clauses (including the text from module 3 of the EU Standard Contractual Clauses) with any sub-processor approved under paragraph 5(g) which is located outside of the Protected Region,

in each case, with Us as a processor/exporter and the sub-processor as a sub-processor/importer.

10. The provisions of this Schedule shall survive the termination of these Terms.

11. In the event of any conflict or inconsistency between:

(a) the Terms and this Schedule, the provisions of this Schedule shall prevail; and

(b) this Schedule and the Data Transfer Addendum, the Data Transfer Addendum shall prevail.

12. Save as specifically modified and amended in this Schedule or as set out in the Data Transfer Addendum, all of the provisions in the Terms shall remain in full force and effect and govern this Schedule.

Section 3: Technical and Organisational Security Measures

Worka Technical and Organisational Measures document can be found here.