Terms & Conditions

1. Interpretation of Words and Phrases

2.1. Some of the words and phrases in these Service Terms mean specific things. They are capitalised all the way through and explained in Clause 1 of these Service Terms.

2.2. In these Service Terms, unless the context otherwise requires:

• 2.2.1. the words "include", "including" or "for example" do not limit something to just the examples that follow;
• 2.2.2. any reference to a specific law or regulation in these Service Terms includes that law or regulation as amended, replaced, or extended;
• 2.2.3. any reference to a Party or one of us includes that Party's personal representatives, successors and permitted assigns;
• 2.2.4. any reference to a "person" includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns; and
• 2.2.5. any headings in these Service Terms are included for convenience. They will not have any effect on the interpretation of our Agreement.

2. Application of these Service Terms and Order of Documents

3.1. By clicking "Accept," "Agree," or any similar button, checkbox, or action indicating your acceptance of these Service Terms, you acknowledge and agree that you have read, understood, and accepted the Service Terms in their entirety. This digital acceptance constitutes a legally binding agreement between you and Upfront. If you do not agree to these Service Terms, you must not proceed with the use of the Upfront Services.

3.2. These Service Terms apply to all Upfront Services. Any Special Terms set out in the Order Form will also form part of this Agreement.

3.3. These Service Terms take precedence over any terms and conditions of supply previously supplied by us. You acknowledge and agree that you have read, understood these Service Terms as applicable. We recommend that you retain a copy of all the documents that make up our Agreement.

3.4. No terms or conditions delivered with or contained in your purchase conditions, order or other document will form part of our Agreement.

3.5. In the event of any conflict or inconsistency between the different parts of the Service Terms, the following descending order of priority applies:

• 3.5.1. the Order Form;
• 3.5.2. the Statement of Work (if one has been executed by the Parties); and
• 3.5.3. the Service Terms.

3.6. Subject to the order of priority between the documents in this Clause, later versions of documents and/or terms shall prevail over earlier ones if there is any conflict or inconsistency between them.

3.7. These Service Terms apply to any Free Trial made available by Upfront.

3. Agreement Term

4.1. Our Agreement starts on the Effective Date and will unless either Party terminates it in a way that these Service Terms allow, carry on until the expiry of the Initial Term and shall automatically continue thereafter for further consecutive Additional Terms of the same term length, unless terminated by either of us giving the other written notice of not less than the Notice Period to terminate our Agreement, such notice to expire at the end of the Initial Term or Additional Term (as applicable) (collectively the Term). Our Free Trial lasts for a period stipulated in our sole discretion, at the end of which you will need to enter into an Order Form for continued Services.

4. Initial Principles

5.1. During the Term, we agree to supply and you agree to subscribe to the Upfront Services and access the Upfront Services on the terms set out in our Agreement.

5.2. We confirm we are a legal entity, authorised to enter into this Agreement and provide access and supply to the Upfront Services.

5.3. You confirm you are legally set up as a business, authorised to enter into this Agreement and carry out your responsibilities under it.

5. Upfront Responsibilities

6.1. We will:

• 6.1.1. provide you with access to the Upfront Services in accordance with the terms of our Agreement;
• 6.1.2. provide the Upfront Services with reasonable skill and care; and
• 6.1.3. comply with Applicable Law.

6. Customer Responsibilities

7.1. You will:

• 7.1.1. perform your obligations in accordance with the terms of our Agreement;
• 7.1.2. pay the Charges for access to the Upfront Services in the manner set out in Clause 11;
• 7.1.3. tell us the name(s), contact details, and provide other necessary documents for KYB or purposes of applying with Applicable Law, including of the individual(s) authorised to act on your behalf for the Upfront Services and technical and billing matters ("Customer Contact"), and ultimate beneficial owners as is required by Applicable Law. You will ensure that you inform us if your Customer Contact or their details change at any time without undue delay. We may however accept instructions from a person who we reasonably believe is acting with your authority;
• 7.1.4. cooperate with us and comply with any reasonable requests we make to help us provide the Upfront Services;
• 7.1.5. provide us with any information, data, or other items reasonably required by us, without undue delay, and you will make sure the same is accurate, up-to-date, and complete;
• 7.1.6. inform us promptly of any matters that may affect our provision of the Upfront Services, not limited to but including updating your main contacts, users, and any billing information;
• 7.1.7. comply with Applicable Law, and make sure that your Representatives do as well; and
• 7.1.8. when communicating with Upfront, you commit to communicating without aggression or profanities and behaving professionally. We reserve the right to withdraw communications and/or our Upfront Services at any time without notice should our team be subjected to inappropriate communications and/or behavior;
• 7.1.9. You agree that we may use your company name in marketing materials and case studies subject to Upfront obtaining prior written consent.
• 7.1.10. You agree that it is your responsibility to stay up to date with Upfront communications in relation to the Upfront Services we are providing to you.
• 7.1.11. You acknowledge that Professional Services may be provided. When such is the case, they are supplemental to certain Upfront Services. To receive such Professional Services, you must maintain your subscription to those Upfront Services to which the Professional Services relate.
• 7.1.12. inform us immediately if an Authorised User's login credential, ID, or password has, or is likely to, become known to an unauthorised person, or is being or may be used in an unauthorised way;
• 7.1.13. prevent unauthorised access to the Upfront Services;
• 7.1.14. satisfy our security checks if a password is lost or forgotten;
• 7.1.15. change any or all passwords or other information used in connection with the Upfront Services if we request you to do so to ensure the security or integrity of the Upfront Services;
• 7.1.16. ensure the security and proper use of all valid Authorised User access profiles, passwords, and other information used in connection with the Upfront Services;
• 7.1.17. be liable to us for the acts and omissions of each of the Authorised Users as if they were your own;
• 7.1.18. ensure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on you under these Service Terms;
• 7.1.19. ensure that each Authorised User is at least 18 years of age;
• 7.1.20. ensure that the maximum number of Authorised Users that you authorise to access and use the Upfront Services will not exceed the permitted number of Purchased Authorised Users Accounts at any time;
• 7.1.21. not allow any Authorised User subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, and the details of such Authorized User have been provided to Upfront in compliance with these Service Terms, unless otherwise stated by Upfront;
• 7.1.22. ensure that each Authorised User does not provide any other person (including any individual inside or outside your organisation or any third-party) with access to or sight of any information within the Upfront Services. This means, without limitation, that each Authorised User should not forward screenshots of the Upfront Services or platform to any other person, allow any other person to view the content of the Upfront Services, or take photos of or record the information in the Upfront Services to writing, along with any other acts that do not align with the spirit of this restriction. All warranties will stop applying during any period you fail to follow any part of Clause 7.

7. Provision of Upfront Services

8.1. We shall use reasonable endeavours to provide access to the Upfront Services and perform the Upfront Services in accordance with any agreed time schedule, or, if no time schedule has been agreed, within a reasonable time.

8.2. If the Upfront Services, in whole or in part, cannot be provided by us on a timely basis or in accordance with any delivery dates or timetables set out in an Order Form and/or Statement of Work for reasons caused in whole or part by:

• 8.2.1. you and/or your Representatives and/or your Authorised Users;
• 8.2.2. anyone other than us, our Affiliates, or suppliers doing something, or not doing something, they need to do;
• 8.2.3. a Relief Event; or
• 8.2.4. restriction or prevention by Applicable Law, a court order, an application for interlocutory relief or injunction, then:

• 8.2.4.1. we shall have no liability for Losses that are attributable to any of those circumstances and/or events;
• 8.2.4.2. Upfront shall be entitled to reimbursement of costs caused due to those circumstances and/or events; and
• 8.2.4.3. Any agreed timeframes for performance may be extended, if and where practicable, for a period equivalent to the period of the delay caused by those circumstances and/or events (however it may be longer at our discretion).

8. Access to and Use of the Upfront Services

License

9.1. With effect from the Go-Live Date and subject to the terms of our Agreement, we grant you a non-exclusive, non-assignable, non-transferable, revocable license to allow Authorised Users to use the Upfront Services and to display the Software to its End Users during the Term for the Permitted Purpose.

Changes to the Upfront Services

9.2. We may make updates to the Upfront Services available to you and Authorised Users from time to time. This may include upgrades, modifications, removal of certain features, bug fixes, patches, and other error corrections and/or addition of new features ("Releases"). Certain portions of the Upfront Services may not properly operate if you and each Authorised User do not install all Releases and you acknowledge and agree that it is the case. Before giving you access to any Releases, we may amend these Service Terms. We shall provide you with notice of such amendments 30 days in advance. If there are any required amendments to the Charges we shall provide you with notice and seek your written consent beforehand. If both of us cannot agree the revised Charges, you will not be given access to the new functionality unless we tell you otherwise.

Devices

9.3. You acknowledge and agree:

• 9.3.1. while we strive to make the Upfront Services available on many operating systems and types of Devices, that no liability or obligation is accepted by us (howsoever arising whether under contract, tort, in negligence or otherwise) that the Upfront Services will operate on any Device except to the extent expressly referred to as compatible in the Documentation or notified by us to you in writing;
• 9.3.2. that the provision of the Upfront Services does not include any services, systems, or equipment required to access the internet and that you are solely responsible for any data transmission charges incurred by you and each Authorised User in connection with the use of the Upfront Services; and
• 9.3.3. the rules of the third-party provider (each a Third Party Provider) from which you or any Authorised User downloads the Upfront Services will also apply.

Acceptable Use of the Upfront Services

9.4. As a condition of use of the Upfront Services, you agree not to use the Upfront Services nor permit it to be used:

• 9.4.1. for any purpose that is unlawful under any Applicable Law or prohibited by our Agreement;
• 9.4.2. to commit any act of fraud;
• 9.4.3. to distribute any virus, disabling code (including code intended to limit or prevent any use of any software or system) or other malicious software (including malware, trojan horses, ransomware, and spyware);
• 9.4.4. to gain unauthorised access to or use of any computers, data, systems, accounts, or networks of any person;
• 9.4.5. to attempt to circumvent any security controls or mechanisms;
• 9.4.6. to attempt to circumvent any password or user authentication methods of any person;
• 9.4.7. to transmit or input into the Upfront Services files, documents, or content that may damage any other person's computing device or content that may be offensive;
• 9.4.8. to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any computer programs used to deliver the Upfront Services except as strictly necessary to use for normal operation;
• 9.4.9. in any manner inconsistent with these Service Terms or the Documentation; or
• 9.4.10. in any manner that does not comply with the provisions relating to Intellectual Property Rights contained in our Agreement.

9.5. When communicating with Upfront or any third-party, you warrant that you will only use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of Upfront Services, including (but not limited to) offers of goods or services for sale, or unsolicited commercial emails.

Our Promises about the Upfront Services

9.6. Subject to your compliance with these Service Terms and the obligations set out in Clause 7, we warrant to you that the Upfront Services shall operate materially in accordance with its description in the Documentation when used in accordance with our Agreement under normal use and normal circumstances during the Term.

9.7. The warranty in Clause 9.6 shall not apply to the extent that any Incident in the Upfront Services arises as a result of:

• 9.7.1. incorrect operation or use of the Upfront Services by you, or any Authorised User, including any failure to follow the Documentation, failure to meet minimum Device specifications, or failure to use the Upfront Services on a supported operating system;
• 9.7.2. use of any part of the Upfront Services other than for the purposes for which it is intended;
• 9.7.3. any act by any third-party;
• 9.7.4. any modification of the Upfront Services (other than that undertaken by us or at our direction); or
• 9.7.5. any breach of our Agreement by you or an Authorised User.

9.8. You acknowledge that:

• 9.8.1. neither we nor our third-party providers control your Devices or the transfer of data over communications facilities (including the Internet);
• 9.8.2. the Upfront Services may be subject to limitations, interruptions, delays, cancellations, and other problems inherent in the use of the communications facilities; and
• 9.8.3. we and our third-party providers are not responsible for any interruptions, delays, cancellations, delivery failures, data loss, content corruption, packet loss, or other damage resulting from the interruptions described in Clause 9.7.

9.9. You hereby acknowledge and agree that we cannot, therefore, guarantee:

• 9.9.1. that any communications component(s) of the Upfront Services will be available to you at all times or free from faults or interruptions;
• 9.9.2. the receipt by any intended recipient of any message and/or other forms of communication sent using any relevant communications component(s) of the Upfront Services (as applicable) including any guarantee as to the payment of debts; or
• 9.9.3. the retrieval by any intended recipient of any message and/or other form of communication using any relevant communications component(s) of the Upfront Services (as applicable).

9.10. You also acknowledge that no liability or obligation is accepted by us (howsoever arising whether under contract, tort, in negligence, or otherwise) that the operation of the Upfront Services shall not be subject to minor errors or defects.

Professional Services

9.11. Upfront will perform the Professional Services:

• 9.11.1. pursuant to the Order Form and Statement of Work in all material respects;
• 9.11.2. using commercially reasonable skill and care; and
• 9.11.3. in accordance with any delivery dates or timetables in the Order Form and/or Statement of Work, but the Parties acknowledge that any such dates are estimates only and the time for the performance and delivery of the Professional Services shall not be of the essence.

9.12. Each Party must devote sufficient resources (with appropriate technical and project management experience) to each Order Form and Statement of Work to ensure estimated delivery dates or timetables are met.

9.13. Where a fee estimate for Professional Services is not agreed upon between the Parties in an Order Form or Statement of Work, the fees will be calculated on a time and materials basis using Upfront's then-current rate card. All terms applicable to the Professional Services are set out in these Service Terms, and the Statement of Work including payment terms and an applicable Order Form.

10. Charges

10.1. Our Charges may include usage restrictions and overages as set out in writing or in the Order Form.

10.2. If you collect payment, in whole or in part, against any invoice that is generated through the use or facilitation of Upfront Services but outside of the use or facilitation of Upfront Pay, such that the fees would not otherwise be automatically deducted before transmission to you, including but not limited to payments in cash or by cheque, then the fees chargeable against such amount due to Upfront shall be .20% of the amount collected by you.

10.3. The amounts payable by you under our Agreement are exclusive of VAT. Where it applies, you will pay us VAT (at the prevailing rate when the payment is due to be made by you) on the sums payable under our Agreement. To avoid doubt, we may vary the Charges at any time to take account of any change in VAT and all other taxes during the Term.

10.4. Upfront reserves the right to adjust its charges with a minimum 30-day written notice to you prior to the end of the Initial Term or any Additional Term. It's important to note that this provision does not cover pricing adjustments resulting from exceeding plan invoice limits, as outlined in our Order Form or any additional agreement with you.

10.5. For the avoidance of doubt, where you change your subscription or number of Authorised Users you acknowledge this will be subject to new pricing.

11. Payment

11.1. Unless otherwise agreed with you:

• 11.1.1. we will invoice you monthly in advance or as otherwise set out in the Order Form for Charges relating to:
  • 11.1.1.1. access to the provision and Services commencing on the Effective Date;
  • 11.1.1.2. additional Authorised User accounts requested by you part way through a month or year, at the point of purchase on a pro-rated basis for the remainder of the relevant month or year. At the end of the relevant month or year, those Charges will then be rolled into those invoiced by us under Clause 11.1.1.1; and
• 11.1.1.3. you will pay each of our invoices:
  • 11.1.1.3.1. on receipt;
  • 11.1.1.3.2. to the bank account nominated by us; and
  • 11.1.1.3.3. in full and in clear funds, without deduction or set-off.

11.2. If the Customer elects to trial Upfront Services, then, you agree that the Upfront Services provided are at the sole discretion of Upfront, and may be limited in any way and at any time.

11.3. If you do not pay any of our invoices by the due date, without limiting our other rights, we may:

• 11.3.1. charge you interest on the unpaid amount at 12 percent per annum. That interest will compound on a daily basis, and is payable in a pro-rata amount based upon the final recovery date of the total sum and apply from the due date for payment until actual payment in full, whether before or after judgment; and
• 11.3.2. restrict or suspend access to the Upfront Services under Clause 17.

11.4. You will pay us any reasonable costs that we incur when recovering any amount you owe us.

11.5. If we agree invoice payment terms with you that grant you a number of days to pay our invoices, we may on giving you written notice, reduce the number of days:

• 11.5.1. where:
  • 11.5.1.1. you issue a profit warning; or
  • 11.5.1.2. any credit agency reduces your credit rating; and
• 11.5.2. we reasonably consider that this will affect your ability to pay our invoices.

11.6. Where applicable, you are liable for any Withholding Taxes on payments to us, so that the net amount we receive is not less than the amount invoiced to you.

11.7. If you do not agree with something in an invoice we send you:

• 11.7.1. where you have not already paid, you will give us written notice within 7 days after the date of the invoice.

11.8. We will both settle an invoice dispute in accordance with Clause 20 and you will pay the amount we both finally agree on within five days of both of us agreeing it. You will always pay the undisputed amount of an invoice on the due date for payment.

11.9. We may still charge you interest in accordance with Clause 11.3 for any amount that we both agree is payable under Clause 11.8.

12. Intellectual Property Rights

12.1. All Intellectual Property Rights in and to the Upfront Services (including in the Documentation, and all Upfront Materials but excluding Upfront Pay which belongs to a third-party) belong to and shall remain vested in us or our licensors, as the case may be (the Upfront IPR).

12.2. Otherwise to the extent specifically agreed by us or allowed by Applicable Law, you may not (nor permit others) to at any time:

• 12.2.1. use the Upfront IPR for any purpose other than that permitted by our Agreement;
• 12.2.2. access all or any part of the Upfront IPR in order to build a product or service that competes with all or any part of the Upfront IPR; or
• 12.2.3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make all or any part of the Upfront IPR available for the benefit of third-parties.

12.3. You grant to us and our Affiliates a worldwide, royalty-free, transferable, non-exclusive right and license, to:

• 12.3.1. use, copy, host, store, display, modify, adapt, and reproduce Your Materials and develop derivative works for the purposes of providing the Upfront Services or otherwise to exercise our rights, remedies, and obligations under our Agreement; and
• 12.3.2. where necessary, sub-license (or otherwise make available) Your Materials to any subcontractors used by us, but only as required for the provision of the Upfront Services.
• 12.3.3. You confirm you have the right to place any data, information, or materials into the Upfront Services platform.

12.4. You will:

• 12.4.1. obtain and maintain all necessary licenses and consents required for us and you to use Your Materials; and
• 12.4.2. be solely responsible for the population, accuracy, completeness, creation, and updating of all Your Materials in the use of the Upfront Services.

12.5. You warrant, undertake, and represent to us that:

• 12.5.1. all licenses and consents have been and shall be obtained and maintained in respect of Your Materials while we have a need to use them for the purposes of our Agreement; and
• 12.5.2. Your Materials, and any other material provided by you to us, shall not infringe on the rights of any third-party (including any Intellectual Property Rights).

12.6. We may use Feedback, and you hereby assign (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us at the time the Feedback is first provided to us.

12.7. Except for the rights expressly granted in our Agreement, you will not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Upfront Services (including in the Documentation, and all Upfront Materials), and no Intellectual Property Rights of either Party are transferred or licensed as a result of our Agreement.

13. Intellectual Property Rights Indemnity from Upfront

13.1. Subject to Clauses 13.2, 13.3, and 13.4, we will defend you from any damages awarded against you by a court of competent jurisdiction or agreed upon in settlement by us as a result of or in connection with any Infringement Claim.

13.2. Clause 13.1 is contingent on you:

• 13.2.1. providing us with prompt written notice of the Infringement Claim;
• 13.2.2. permitting us to fully control the defence and settlement of the Infringement Claim;
• 13.2.3. refraining from entering into any settlement or compromise of any such Infringement Claim without our written agreement;
• 13.2.4. providing us with all information and assistance for the defence or settlement of the Infringement Claim to be reasonably managed and completed; and
• 13.2.5. using all commercially reasonable endeavours to mitigate any loss, damage or costs related to the Infringement Claim.

13.3. In the event that a court holds, or if we believe a court may hold, that the Upfront Services (or any part of it) infringes any third-party Intellectual Property Right, we may, at our option:

• 13.3.1. modify the infringing parts of the Upfront Services so that they cease to be infringing without loss of substantial functionality;
• 13.3.2. replace infringing parts of the Upfront Services with those that do not cause an infringement;
• 13.3.3. procure for you the right to continue using the infringing parts of the Upfront Services (thus rendering it non-infringing); or
• 13.3.4. if in our opinion none of the possibilities set out above are commercially feasible:
  • 13.3.4.1. terminate your rights to use the Upfront Services (or the relevant infringing parts); and
  • 13.3.4.2. reimburse to you any charges paid in advance in respect of the period following termination on a pro-rated basis.

13.4. Clause 13.1 shall not apply where the Infringement Claim results from:

• 13.4.1. use of the Upfront Services otherwise than in accordance with our Agreement and/or the Documentation;
• 13.4.2. modifications to the Upfront Services, or the Upfront Materials other than by us;
• 13.4.3. Your Materials; or
• 13.4.4. any breach of our Agreement by you.

13.5. This Clause 13 is your exclusive remedy and our entire liability in respect of any Infringement Claim.

14. Data Protection

14.1. You agree to comply and will make sure your Authorised Users comply at all times with Data Protection Laws in connection with your use of the Upfront Services, submission of Personal Data to the Software, and the use of any information you obtain in the Software.

14.2. You agree to indemnify and keep us indemnified in respect of all Losses suffered or incurred by, awarded against, or agreed to be paid by, us arising from or in connection with any failure by you to comply with Data Protection Laws and/or this Clause 14.

14.3. The terms Personal Data, Controller, Processor, Process, and Personal Data Breach shall each have the meaning given to them in Data Protection Laws.

14.4. To the extent that Upfront Processes any Personal Data on behalf of the Customer as a Processor, Upfront shall:

• 14.4.1. process Personal Data only on Customer's documented instructions set out in this Agreement or which are otherwise given to Upfront in writing;
• 14.4.2. ensure its personnel are subject to a contractual duty of confidentiality;
• 14.4.3. implement appropriate technical and organisational measures to safeguard Personal Data in a way that is appropriate to the risk posed by the specific Upfront Services for which the Personal Data is being used;
• 14.4.4. notify Customer of any Personal Data breach without undue delay;
• 14.4.5. assist Customer, at Customer's cost in complying with any data subject requests as is required by Applicable Law;
• 14.4.6. provide reasonable information to the Customer to demonstrate compliance with this data protection Clause; and
• 14.4.7. delete or return Personal Data upon termination of this Agreement (at Upfront's discretion, to the extent allowed by the Applicable Law).

15. Confidentiality

15.1. We will both keep all Confidential Information confidential and neither of us will disclose it, unless one of us needs to do that:

• 15.1.1. to meet its responsibilities or to receive any benefit under our Agreement, and then only to its Affiliates, its Representatives, and Representatives of its Affiliates and, for us only, our subcontractors and suppliers, who need to know about the Confidential Information; or
• 15.1.2. because Applicable Law, a government or regulatory authority, or a court of competent jurisdiction says it has to and the Party disclosing it will give the other as much notice as reasonably possible before any disclosure.

15.2. The Party receiving the Confidential Information under Clause 15.1 will ensure that the people it discloses the information to in accordance with Clause 15.1 comply with Clause 15.

15.3. Nothing in our Agreement will prevent us from using any techniques, ideas, and other know-how gained during the performance of our Agreement to the extent that such use does not result in disclosure of your Confidential Information in breach of this Clause 15.

15.4. Clause 15 will continue without limitation of time.

16. Anti-Bribery

16.1. The expressions of adequate procedures and requirements concerning anti-bribery and anti-corruption shall have the meanings set out by anti-bribery and anti-corruption regulations under the Applicable Laws (the "Anti-Bribery Regulations").

16.2. Each of us will comply with the Anti-Bribery Regulations including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

• 16.2.1. all of that Party's personnel;
• 16.2.2. all others associated with that Party; and
• 16.2.3. all of the Party's sub-contractors involved in performing our Agreement also comply.

16.3. Without limiting Clause 16.2, neither of us shall make or receive any bribe (as defined in the Anti-Bribery Regulations) or other improper payment, or allow any such to be made or received on its behalf, regardless of which jurisdiction it is received in, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or obtained directly or indirectly on its behalf.

16.4. Each Party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in Clause 16.

17. Restricting or Suspending a Service

17.1. We may restrict or suspend any access to the Upfront Services if:

• 17.1.1. you do not pay us any sums under our Agreement on time and in the way described in Clause 11;
• 17.1.2. if we need to do Maintenance;
• 17.1.3. if we need to or reasonably believe we need to protect the integrity or security of our Network, the Upfront Services; or
• 17.1.4. if a technical issue occurs and we reasonably feel the need to do so in order to protect Upfront's reputation or your reputation.

17.2. If we decide to restrict or suspend your access to the Upfront Services for any of the reasons in Clause 17.1, we will let you know as soon as we reasonably can.

18. Termination

18.1. You may terminate our Agreement within 30 days of the Initial Term if you are unsatisfied by providing written notice via email to us via support@upfront.ae. In such a case, you shall only be charged a pro-rata amount for the first month pursuant to the pricing set out in the Order Form.

18.2. Either of us may terminate our Agreement in whole or in part immediately by giving the other Party written notice by email (to us via support@upfront.ae) if:

• 18.2.1. the other Party materially breaches our Agreement and such breach cannot be remedied;
• 18.2.2. the other Party materially breaches our Agreement and such breach can be remedied but the other Party has not remedied the breach within 30 days after receiving the written notice;
• 18.2.3. the other Party suffers an Insolvency Event; or
• 18.2.4. The Agreement has been entered into as a Free Trial.

18.3. We may terminate our Agreement in whole or in part immediately by giving you written notice to terminate if you do not pay what you owe us under our Agreement on the due date for such payment.

18.4. We may terminate our Agreement in whole or in part, including but not limited to features provided as part of your plan, should an issue arise in functionality provided by or reliant on services provided by a third-party changing or terminating.

19. Effect of Termination

19.1. On termination of our Agreement for any reason:

• 19.1.1. your right (and each Authorised User's right) to access the Upfront Services (including the Upfront Materials, Documentation, and the Software) will cease immediately;
• 19.1.2. you will delete the Upfront Services from all Devices and export the data within the Upfront Services in whole or in part to your IT environment and/or systems within 90 days of termination;
• 19.1.3. it will not affect any rights that either of us have up to that point;
• 19.1.4. you shall immediately pay us all our outstanding invoices;
• 19.1.5. we will invoice you for all access to the Upfront Services but not yet invoiced and payment for such invoices shall be due immediately upon receipt by you; and
• 19.1.6. each of us will return or destroy any of the other's Confidential Information within a reasonable time (except for any Confidential Information which a Party must keep to comply with Applicable Law).

19.2. Any part of our Agreement which expressly or by implication is intended to survive termination or expiry will do so.

19.3. Where you are receiving Professional Services related to specific Upfront Services, and your subscription for those Upfront Services is terminated, both the Professional Services and the specified Upfront Services will cease immediately upon the same date, irrespective of a difference in the Notice Periods for each. Please note that no refunds will be issued for unutilized services due to the cancellation of other Upfront Services, and you may still be obligated to pay additional charges for any Services within the specified cancellation notice period outlined in the Terms.

20. Dispute Resolution

20.1. We will both do what we reasonably can to settle any dispute or claim that occurs under or in relation to our Agreement, and to avoid having to involve the courts or any other authority.

20.2. We will both use the following dispute resolution process:

• 20.2.1. whichever of us is affected will provide written notice of the complaint that sets out the full facts and includes relevant supporting documents;
• 20.2.2. we will both use reasonable endeavours to settle the dispute within 14 days of getting the complaint and will make sure to give regular updates to the other during the 14 days; and
• 20.2.3. if the dispute is not settled after 14 days (or any other period agreed by both of us in writing), the dispute can be escalated to a senior executive of either of us (someone at director level or above), and shall be discussed with an intent to resolve for an additional 14 days.

20.3. Nothing in Clauses 20.1 or 20.2 stops either of us:

• 20.3.1. seeking interlocutory or other immediate relief if one of us is at risk of imminent harm;
• 20.3.2. going to a court of competent jurisdiction if either of us considers it reasonable; or
• 20.3.3. doing anything else our Agreement lets us do.

20.4. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates as applied by the onshore courts of Dubai.

20.5. Any dispute arising out of or in connection with this Agreement shall first be resolved through good-faith negotiations between the Parties. If the dispute cannot be resolved within thirty (30) days, then any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the onshore courts of Dubai, UAE.

21. Limitation of Liability

21.1. Nothing in our Agreement excludes or limits the liability of either of us for:

• 21.1.1. death or personal injury caused by either of us being negligent;
• 21.1.2. fraud or fraudulent misrepresentation; or
• 21.1.3. any other liability that cannot be excluded or limited by Applicable Law.

21.2. Subject to Clause 21.1, we will not be held liable under or in connection with our Agreement and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, for any of the following losses, no matter if those losses are direct or indirect: loss of profit, revenue or anticipated savings; loss of business or contracts; loss of goodwill; loss from wasted expenditure, wasted time or business interruption; loss, destruction or corruption of data; any liability to third-parties; or any special, indirect or consequential loss or damage.

21.3. Subject to Clauses 21.1 and 21.2, our total liability to you under or in connection with our Agreement, and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, will be limited to the price paid by the Customer for the Upfront Services in the 12 months preceding the event giving rise to the liability.

21.4. To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay, or default in the performance of our Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

21.5. No claim under our Agreement may be brought against us more than 12 months after you discover or reasonably should have discovered the basis for the claim.

21.6. We exclude from our Agreement, as far as the law allows, any warranties, conditions, or other terms that might be implied by statute or as a court of competent jurisdiction might consider.

21.7. Our Software may integrate with third-party services. We are not liable for the availability, security, or functionality of these services. Use of third-party services is subject to their terms.

21.8. The Software is provided "as is" without warranties of any kind, either express or implied. We do not guarantee uninterrupted or error-free service.

21.9. This Clause 21 shall survive the termination or expiry of our Agreement.

22. Force Majeure

22.1. If we are affected by a Force Majeure Event we will:

• 22.1.1. not be liable for failing to do something we should have done, or for not doing it completely or on time to the extent this is caused by the Force Majeure Event; and
• 22.1.2. have a reasonable amount of extra time to perform the obligation that is affected by the Force Majeure Event.

23. Notices

23.1. If one of us needs to give the other notice, they will do it in writing, in English and:

• 23.1.1. send it by email (to legal@upfront.ae in the case of sending to us);
• 23.1.2. deliver it by hand; or
• 23.1.3. send it by registered courier service, recorded delivery, or with a confirmed and documented receipt.

23.2. Notices need to be sent to:

• 23.2.1. us, at the postal address shown on our invoice or any other address that we tell you to send notices to; or
• 23.2.2. you, at the address that you ask us to send invoices to, your primary email address or your registered office address as of the date of the notice, or any other address or email address you tell us to use by giving notice to us.

23.3. The recipient of the notice is deemed to have received the notice on the date (or if the date is not a Business Day, then on the next Business Day):

• 23.3.1. of transmission, if it is an email;
• 23.3.2. the notice is left at the address or someone signs for it on behalf of the addressee, if it is delivered by hand or sent by courier; or
• 23.3.3. two days after posting, if it is sent by registered courier or recorded delivery.

24. Other General Terms

24.1. We may:

• 24.1.1. assign the benefit of our Agreement to another entity or person by notifying you in writing;
• 24.1.2. novate our Agreement to one of our Affiliates by notifying you in writing. If we do, all our rights, responsibilities, and liabilities will transfer to that Affiliate and you will need to deal with that Affiliate instead of us as we will no longer be a party to our Agreement; and
• 24.1.3. subcontract our responsibilities under our Agreement to another person or entity, but if we do, we will still be responsible to you.

24.2. The Agreement is personal to you. To the fullest extent permitted by Applicable Law, if you want to assign, subcontract, or transfer your rights and obligations under our Agreement (as applicable), you need to get our written permission beforehand.

24.3. The Service Terms, any Special Terms, and any other documents referenced in any of those documents set out the terms agreed between both of us and replace any previous communication between us. By agreeing to our Agreement, each of us acknowledges they have not relied on any representation, warranty, collateral contract, or other assurance (made negligently or innocently) except for the ones in our Agreement.

24.4. Except as set out otherwise in our Agreement, a person who is not a party to our Agreement will not have any right to enforce any of the terms.

24.5. Except where our Agreement provides otherwise, our Agreement does not create any partnership, exclusive arrangement, or joint venture between us, or authorise either of us to enter any commitments for, or on behalf of, the other.

24.6. If either of us does not do, or delays doing, something that our Agreement allows, they will not have waived their right to do it.

24.7. You agree we may refer to you as our customer in our internal and external communications and use your logos and identifying marks for such purpose. You may withdraw this consent, to the extent that it applies to external communications, at any time by providing written notice to us via email to legal@upfront.ae.

24.8. If any court of competent jurisdiction finds that any part of our Agreement is illegal, invalid, or unenforceable, that part will be considered removed, but no other part of our Agreement will be affected. If any illegal, invalid, or unenforceable part of our Agreement would be legal, valid, or enforceable if part of it were removed, we both will negotiate in good faith to change our Agreement so it reflects what we both originally intended as much as possible.

24.9. This Agreement represents the full agreement between both Parties. Further, the Agreement cancels, supersedes, and prevails over any prior agreement between both Parties, whether verbal or written, in relation to the subject matter of the Agreement.

24.10. This Agreement may be executed in two counterparts, each of which shall be an original, but which together shall constitute one and the same Agreement.