Terms and Conditions

This version of these terms and conditions is dated: 15.05.2025

1 DEFINITIONS

1.1 The following definitions and rules of interpretation apply in this Agreement:

“Affiliate”
means in respect of a party to this agreement, any legal entity which controls, is controlled by or is under common control with that party, where “control” has the meaning given to it in s1124 of the Corporation Tax Act 2010;

“Agreement”
has the meaning given in clause 2.1;

“Associates”
means a party’s employees, officers, agents, sub-contractors or authorised representatives;

“Authorised Client Entity(ies)”
means any Affiliates of the Client which are named as Authorised Client Entities on the Statement of Work;

“Authorised Users”
means those officers, employees, agents and independent contractors of the Client and each other Authorised Client Entity who are authorised by the Client to use the Services and the Insights;

“Business Day”
means a day (other than a Saturday or a Sunday) on which the clearing banks in the City of London are open for business;

“Clariti”
means We Are Clariti Limited, a company incorporated and registered in England with company number 02692105 whose registered office is at 60 Great Portland Street, London W1W 7RT.

“Clariti Privacy Policy”
means the privacy policy set out here, as amended from time to time.

“Clariti Proprietary Materials”
means: (i) the Platforms; (ii) the Insights; and (iii) any software (including all programming code in object and source code form), methodology, models, know-how and processes and Materials in relation to which the Intellectual Property Rights are owned by (or licensed to) Clariti and which are:

in existence prior to the date on which it is intended to use them in connection with the Services; or
created by or for Clariti outside of the Services and which are intended to be reused across its business;

“Client”
means the party specified in the relevant Statement of Work;

“Client Data”
means:

(a) data uploaded to a Platform by the Client;
(b) any survey data owned by or licensed to the Client that are is provided to Clariti and/or its Associates by or on behalf of the Client for use in the provision of the Services; or
(c) Client Personal Data.

“Client Materials”
means any data (including the Client Data), equipment, computer systems, software, documents, copy, Intellectual Property Rights, artwork, logos and any other materials or information owned by or licensed to the Client that are provided to Clariti and/or its Associates by or on behalf of the Client for use in the provision of the Services;

“Client Personal Data”
shall mean personal data:

supplied to Clariti by or on behalf of the Client; and/or
obtained by, or created by, Clariti on behalf of the Client in the course of delivery of Services,
and in each case where such personal data is processed by Clariti for and on behalf of the Client in the performance of Services.

“Commencement Date”
means the date set out in the Statement of Work;

“Created Materials”
means those Materials specifically created for the purposes of the Services by or on behalf of Clariti (including any Materials adapted, modified or derived from the Client Materials but excluding any Insights) and which may be incorporated into Deliverables during the Term;

“Data Controller” (or “controller”), “Data Processor” (or “Processor”), “Data Subject”, “Personal Data”, “processing”
have the meanings given to those terms in GDPR (and related terms such as “process” have corresponding meanings);

“Data Privacy Laws”

means the following, as amended, extended, re-enacted, or replaced from time to time:

(a) UK Data Protection Act 2018 and the UK GDPR;

(b) EC Regulation 2016/679 of the European Parliament and of the Council of the 27 April 2016on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as applicable as of 25 May 2018, as may be amended from time to time (the “GDPR”);

(d) all local laws or regulations implementing or supplementing the EU legislation mentioned in (b)-(c) above (including the UK Privacy and Electronic Communications Regulations 2003); and

(e) all codes of practice and guidance issued by national supervisory authorities, regulators or EU or UK institutions relating to the laws, regulations, UK legislation and EU legislation mentioned in (a)–(d) above;

“Deliverables”

means any materials which are to be provided by Clariti as specified in the Statement of Work, including but not limited to reports, presentations, Questionnaires, Created Materials, Third Party Materials, Survey Data and Clariti Proprietary Materials where applicable;

“Expenses”

means any expenses and out of pocket costs as set out in the Statement of Work or as agreed between the parties in advance, in accordance with clause 6;

“Fees”

means any amounts payable to Clariti (including any Licence Fee) for the Services or as detailed in the Statement of Work;

“General Terms”

means these terms and conditions including its Schedules;

“Initial Licence Term”

means the initial licence term applicable to any Subscription Service specified in the relevant Statement of Work;

“Insights”

means content created or collected by Clariti for the purposes of making available to the Client via any Platform;

“Intellectual Property Rights” or “IPRs”

means the following rights, wherever in the world enforceable, including all reversions and renewals and all applications for registration:

any patents or patent applications;
any trade marks (whether or not registered);
inventions, discoveries, utility models and improvements whether or not capable of protection by patent or registration;
copyright or design rights (whether registered or unregistered);
database rights;
performer’s property rights as described in Part II, Chapter X of the Copyright Designs and Patents Act 1988 and any similar rights of performers anywhere in the world;
any goodwill in any trade or service name, trading style or get-up; and
any and all other intellectual or proprietary rights;

“Licence Fees”

means the fees payable by the Client to Clariti for any Subscription Service, as detailed in the Statement of Work;

“Licence Start Date”

means the date specified in the Statement of Work;

“Licence Term”

means the period commencing on the Licence Start Date specified in the Statement of Work and continuing for the Initial Licence Term and any subsequent Renewal Periods agreed between the parties in accordance with clause 3.2;

“Malware”

means a computer program (in any form) or a device, which is designed to cause, or is deployed for the purpose of causing, or actually has the effect of causing, damage or mischief to any computer or its owner or operator or any third party, or to suborn or bypass its security, or to retard or degrade its performance, or to facilitate criminal acts or acts of industrial espionage, digital vandalism or “hacktivism”;

“Materials”

means any reports, presentations, artwork, copy, models, designs, research data, photographs, commercial, feature film, character, music, voice over, sound recording, performance, book, painting, logo, or any other material protected by Intellectual Property Rights, but not including any software;

“Normal Business Hours”

means 9.00 am to 5.00 pm local UK time, each Business Day;

“Platform(s)”

means any platform developed and operated by Clariti, as applicable;

“Purchase Order”

means a purchase order issued by the Client to Clariti that expressly references this Agreement and which is accepted by Clariti either expressly or by commencing performance.

“Questionnaire”

means a commissioned questionnaire used to collect Survey Data;

“Renewal Period”

unless otherwise stated in the Statement of Work, means, in respect of a Subscription Service, the period of 12 months commencing on:

the expiry of the Initial Licence Term; and

each anniversary of the expiry of the Initial Licence Term;

“Survey Data”

means any raw data collected by or on behalf of Clariti and forming part of the Deliverables, as specified in the Statement of Work;

“Statement of Work”

means the Statement of Work document or similar document agreed and signed by both parties containing a description of the relevant Services and incorporating these Terms;

“Services”

means the services to be provided by Clariti under this Agreement, including the provision of any Deliverables and/or any Subscription Service, as set out in the Statement of Work;

“Special Terms and Conditions”

means any additional terms and conditions specific to Services, as set out in the Statement of Work;

“Subscription Service”

means the subscription to any Platform (or any other software as a service product or API) provided by Clariti to the Client which allows the Client to access Insights, as specified in the Statement of Work;

“Support Services”

means Clariti’s level of support for any Subscription Service (which may include onboarding and training, and ongoing technical support) as specified in the relevant Statement of Work;

“Term”

means the duration of the Agreement, being the period of time specified in the Statement of Work and including any applicable Licence Term;

“Territory”

means the United Kingdom, unless expressly specified otherwise in the Statement of Work (and publication and marketing on globally accessible mediums such as the internet shall not mean that the Territory is deemed to be world-wide);

“Third Party IP Claim”

has the meaning given in paragraph 19 of Schedule 1;

“Third Party Materials”

means those Materials which are either commissioned by Clariti from third parties during the Term and incorporated into the Deliverables, or which have been created by a third party and which are in existence at the time it is desired to make use of them for inclusion in any Deliverables, but which excludes software which is owned or licensed by a third party;

“UK GDPR”

has the meaning given in section 3(10) of the Data Protection Act 2018;

“Use”

means:

in respect of a Platform, only those acts of connecting to it, logging in to it, accessing it and interacting with it as are consistent with its ordinary intended usage as described in the Statement of Work; and

in respect of the Insights made available through the Platform(s), only the acts consistent with the permitted uses set out in the Statement of Work,

and in each and all cases solely for the internal business purposes of the Client and/or (if applicable) the Authorised Client Entities;

“VAT”

means value added tax or any equivalent tax chargeable in the UK or any other relevant jurisdiction.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A “person” includes a natural person, or corporate or unincorporated body (whether or not having separate legal personality).

1.4 Where the context so requires, words in the singular shall include the plural and vice versa, and words denoting one gender shall include all genders.

1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes any subordinate legislation in force made under it.

1.6 If there is any conflict or direct inconsistency between any of the documents comprising this Agreement, they will prevail according to the following order of precedence (unless otherwise expressly stated in the Statement of Work):

(a) these General Terms; and

(b) the Statement of Work.

1.7 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.8 Except where stated otherwise, a reference to “writing” or “written” does not include email or fax.

2 THE AGREEMENT

2.1 The parties will enter into a Statement of Work for all Services (including any Deliverables) to be provided by Clariti, and each Statement of Work will set out the precise nature of the Services and Deliverables to be provided. Once a Statement of Work is agreed and signed by the parties, a contract between the parties shall come into existence on the terms and conditions of the Statement of Work and these General Terms (“Agreement”). The relevant provisions of Schedule 1 shall apply where the Services comprise or include any Subscription Service.

2.2 The terms and conditions of the Agreement apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. In particular, no terms or conditions endorsed on, delivered with, or contained in the Client’s signed Statement of Work, Purchase Order, purchase conditions, order, confirmation of order, specification or other document shall form part of the Agreement except to the extent that Clariti otherwise expressly agrees in writing.

2.3 Clariti shall have no obligation to provide any Services or Deliverables until a Statement of Work has been signed by both parties and (if required for invoicing purposes) a valid Purchase Order has been issued to Clariti.

2.4 Clariti shall provide the Services to the Client on the General Terms of this Agreement during the Term.

2.5 Any dates specified in the Statement of Work for delivery of Services shall be estimates only and time shall not be of the essence in this Agreement.

3 TERM

3.1 This Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with clause 13 or any termination provisions in the Statement of Work, shall continue for the Term.

3.2 Unless otherwise agreed in a Statement of Work, if the Services include a Subscription Service, the Initial Licence Term shall automatically renew for successive Renewal Terms at the end of the Initial Licence Term and each subsequent Renewal Term, unless terminated in accordance with clause 13.

3.3 Unless agreed otherwise in writing, Clariti’s standard data retention policy will apply:

Record Type	Retention Period
Project specific PII in project folders	90 days following the end of each project
Project specific PII in Vue	90 days following the end of each project
Other project data including Survey Data and Deliverables	3 years after last modification

4 CLARITI’S OBLIGATIONS & WARRANTIES

4.1 Clariti warrants and undertakes that:

(a) it has full power and authority to enter into this Agreement;

(b) it shall perform the Services with reasonable skill and care, using suitably qualified personnel, to a standard no less than that to be reasonably expected of a competent agency of similar size and resources;

(c) the use by the Client of any Insights and other final, approved Deliverables (but excluding any IPRs in any Client Materials incorporated in the Deliverables or the Insights) will not, when used in accordance with this Agreement and for the purposes set out in the Statement of Work, infringe the copyright of any third party.

4.2 Subject to clause 10, Clariti hereby defends and indemnifies the Client against any losses, costs or expenses incurred by the Client in the defence or settlement of a third party claim arising from a breach by Clariti of its warranty in clause 4.1(c), provided that where the third party claim relates to any Subscription Service, the indemnity in paragraph 18 of Schedule 1 shall apply instead.

4.3 Save to the extent expressly agreed in the Statement of Work, the relationship between the parties is non-exclusive and Clariti shall therefore be entitled to provide any services or deliverables the same as or similar to the Services to any third party subject always to clause 9 (Confidentiality).

4.4 Subject to clause 10.2, Clariti shall not be liable for:

(a) any loss or damages arising as a result of any information or materials supplied or approved by the Client; or

(b) any loss or damages arising from the withdrawal or alteration of any third-party product or service.

5 CLIENT’S OBLIGATIONS & WARRANTIES

5.1 The Client warrants that:

(a) it has full power and authority to enter into this Agreement;

(b) the Client Materials do not and will not, when used in accordance with this Agreement and any written instructions given by the Client, infringe any third party Intellectual Property Rights;

(d) the Client Materials are accurate and complete; and

(e) it is the beneficial owner of, or is otherwise entitled to provide Clariti with, the Client Materials.

5.2 The Client undertakes to:

(a) provide a Purchase Order (if applicable) as soon as reasonably practicable but not later than five (5) Business Days following mutual agreement of a Statement of Work;

(b) carry out all of its obligations under this Agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, Clariti shall be entitled to adjust any agreed timetable or delivery schedule as reasonably necessary;

(c) provide Clariti with full and clear instructions as to its requirement for the Services and all information, materials and assistance required for the proper performance of the Services;

(d) promptly supply to Clariti (at no charge) any Client Materials reasonably required by Clariti or otherwise necessary to provide the Services and shall ensure that all Client Data is provided in a secure and encrypted form;

(e) obtain and maintain in force throughout the Term all necessary licences, consents and permissions necessary for Clariti, its sub-contractors and agents to use the Client Materials and perform their obligations under this Agreement, including the Services;

(f) comply with and, where the Services include any Subscription Service, procure that each Authorised User complies with, all applicable laws and regulations with respect to its activities under this Agreement;

(g) use the Services only for the purposes for which they were provided, and not modify or alter any material or information provided by Clariti without Clariti’s written consent;

(h) keep Clariti informed of any matters related to the Client which will, or could, have an impact on Clariti’s performance of the Services;

(i) promptly inform Clariti if the Client considers that any Services or materials provided to the Client by Clariti for approval are false or misleading or in any way contrary to applicable law; and

(j) ensure that the Client’s other suppliers, contractors and agents cooperate with Clariti as reasonably necessary to enable Clariti to perform the Services;

5.3 If the Client does not fulfil its obligations under or in connection with this Agreement (including its payment obligations), then to the extent that such failure prevents Clariti from performing any Services in accordance with this Agreement, Clariti will be relieved of its obligations to the Client, and Clariti shall not be liable for any losses, costs or expenses incurred by the Client as a result of any such failure.

6 FEES

6.1 In consideration of the provision of the Services by Clariti, the Client shall pay the Fees to Clariti together with any Expenses.

6.2 If it is agreed that work shall be undertaken by Clariti outside the scope of the Statement of Work, Clariti will charge for such work by time spent and in accordance with the hourly rates listed in Clariti’s prevailing rate card as may be communicated to the Client from time to time.

6.3 Any Expenses incurred and not set out in the Statement of Work will be agreed in advance with the Client.

6.4 Unless set out otherwise in the Statement of Work, the Fees and (if applicable) the Expenses shall be invoiced to the Client monthly in advance. Where applicable, VAT will be charged to the Client at the prevailing rate.

6.5 Unless set out otherwise in the Statement of Work, the Client shall pay Clariti in full and in cleared funds within 30 days of the date of each invoice.

6.6 In the event that the Services are cancelled (including in the event of termination of the Agreement for convenience in accordance with clause 13), Clariti will charge the Client an amount (“Cancellation Charge”) equal to the greater of:

(a) 10% of the total Fee or £2,000 (whichever is lower); or

(b) A fee based on work undertaken up to the date of cancellation, calculated by incorporating costs incurred (including any cancellation or committed charges payable) and estimated time committed to date, which shall be payable in accordance with this clause 6.

6.7 In the event of any amendment to the Statement of Work by the Client (as agreed between the parties):

(a) the Fees payable to Clariti in respect of the amended Services shall not decrease below the level of Fees that would have been payable had the Services not been amended, save with the prior written approval of Clariti; and

(b) the Client shall reimburse Clariti for any costs and other charges or expenses to which Clariti is committed as a result of the amendment, including but not limited to any cancellation charges imposed by suppliers.

6.8 Without prejudice to any other right or remedy that it may have, Clariti may charge interest on any overdue sum from the due date for payment at an annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing daily from the due date for payment until the date on which Clariti receives payment together with all accrued interest. Without prejudice to any other right or remedy that it may have Clariti may also without liability to the Client suspend the Services (including with respect to any Subscription Service, disabling the Client’s and/or the Authorised Users’ passwords, account and access to all or part of the Platform) until payment for overdue sums has been made in full (during which period, for the avoidance of doubt, the Fees will remain payable in full).

6.9 If any payment of the Fees (including any Cancellation Charge) and Expenses is subject to tax (whether by way of direct assessment or withholding at its source), Clariti shall be entitled to receive from the Client such amounts as shall ensure that the net receipt to Clariti of the Fees (including any Cancellation Charge) and Expenses after tax in respect of the payment is the same as it would have been were the payment not subject to such tax.

6.10 If Clariti is required to purchase anything other than in pounds sterling, it shall charge the Client at the exchange rate (which shall be the mid-point rate as quoted in the following day’s Financial Times) in operation on the date on which Clariti makes the purchase. If Clariti is required to invoice the Client other than in pounds sterling, the amounts shall be calculated in pounds sterling, and shall be charged to the Client based on the exchange-rate in operation on the date on which Clariti issues the invoice (which shall be the mid-point rate as quoted in the following day’s Financial Times), unless set out otherwise in the Statement of Work.

7 APPROVALS

7.1 For the purposes of this Agreement, any reference to “written approval” shall include letter, email, purchase order, or the Client’s signature on a particular document that has been submitted for approval.

7.2 Clariti may rely on written approval from any employee of the Client, unless the Client has previously provided written notice in the manner stipulated by clause 7 that a particular employee is not authorised to give valid written approval.

7.3 The Client hereby indemnifies, and keeps indemnified, Clariti against any costs, any claims or proceedings, or any demands, arising out of or in connection with anything approved in writing by the Client.

7.4 In the event of any delay or failure of the Client giving approvals (or disapprovals) requested under or in connection with this Agreement, Clariti will not be liable for any resulting delays or adverse impact caused to the delivery of any Services.

7.5 If the Client wishes to publish reports, analyses, summaries, or any derivative works based on the Deliverables in the public domain in any form, the Client must seek prior written approval from Clariti regarding the contents of the publication. Such approval will normally only be refused on grounds of inaccuracy or misrepresentation.

7.6 The Client acknowledges that Clariti may use AI tools to generate and incorporate AI generated materials into the Deliverables in line with established industry practice.

8 INTELLECTUAL PROPERTY RIGHTS

8.1 Clariti acknowledges that ownership of Client Materials and ownership of all Intellectual Property Rights in any Client Materials (including any modifications or adaptations of such Client Materials produced in the course of providing the Services) shall remain vested in the Client or its licensors. The Client hereby grants to Clariti a non-exclusive licence during the Term to use the Client Materials solely for the purposes of providing the Services.

8.2 Subject to the remaining provisions of this clause 8 and subject to Clariti receiving payment of all Fees attributable to Created Materials Clariti hereby assigns (and in the case of copyright, by way of a present assignment of future copyright) all of the Intellectual Property Rights in Created Materials which are capable of being assigned together with the right to sue for past infringement of the Intellectual Property Rights in Created Materials.

8.3 The Client acknowledges that all Intellectual Property Rights in Clariti Proprietary Materials shall be owned by and remain the property of and vested in Clariti. Subject to Clariti receiving payment of all Fees attributable to Clariti Proprietary Materials licensed under this clause 8, Clariti hereby grants to the Client a licence to use such Clariti Proprietary Materials as are included in the final, approved Deliverables provided by Clariti under the Statement of Work, in the Territory, for the period of time and for the purposes set out in the Statement of Work. Except as expressly stated, this Agreement does not grant the Client any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Insights.

8.4 Prior to delivery of any materials to be provided by Clariti under the Statement of Work, Clariti shall obtain such licences or consents in respect of Third Party Materials as shall be necessary in order that the Client can use such Third Party Materials for the purposes set out in the Statement of Work. Clariti shall notify the Client of any restrictions on usage and any other contractual restrictions arising in respect of such Third Party Materials, and the Client hereby indemnifies, and keeps indemnified, Clariti against any losses, costs and expenses suffered by Clariti as a result of the Client or its Affiliates breaching any such restrictions.

8.5 Clariti agrees, at the Client’s request and expense, to take all such actions and execute all such documents as are necessary (in the Client’s reasonable opinion) to enable the Client to obtain, defend or enforce its rights in the Deliverables, and shall not do or fail to do any act which would or might prejudice the Client’s rights under this clause 8.

8.6 Notwithstanding any of the above and save as otherwise expressly provided for in the Statement of Work, Clariti shall:

(a) be able during and after the Term to use any Deliverables which have been broadcast, published, distributed or otherwise made available to the public, and the Client’s name and logo for the purposes of promoting its work and its business including on Clariti’s website, in credentials pitches and in its showreel. Any other use by Clariti shall be subject to the Client’s prior approval; and

(b) retain all know how obtained in connection with the Services and the Client acknowledges that nothing in this Agreement shall affect Clariti’s right to use as it sees fit any general intelligence or any aggregated data gained by Clariti in the course of its appointment.

8.7 For the avoidance of doubt, Clariti shall not be liable under or in connection with this Agreement for any modifications, adaptations or amendments to any Deliverables made by the Client or by a third party on the Client’s behalf, nor in the event that any fault, error, destruction or other degradation in the quality and/or quantity of the Deliverables arises due to the acts or omissions of the Client and/or its Associates.

9 CONFIDENTIALITY

9.1 Each of the parties acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, its clients, customers, businesses, staff, business plans or affairs, which information is proprietary and confidential to the other party (“Confidential Information”).

9.2 Confidential Information shall include any document marked “Confidential”, or any information which the recipient has been informed is confidential or which it ought reasonably to expect the other party would regard as confidential.

9.3 Confidential Information shall exclude information which:

(a) at the time of receipt by the recipient is in the public domain;

(b) subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;

(d) is already known to the recipient before receipt hereunder.

9.4 Each of the parties undertakes to maintain the confidentiality of the other party’s Confidential Information at all times and to use no less adequate measures than it uses in respect of its own confidential information to keep the other party’s Confidential Information reasonably secure. Neither party shall at any time, whether during the Term or at any time thereafter, without the prior written approval of the other party, use, disclose, exploit, copy or modify any of the other party’s Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the exercise of its rights and/or the performance of its obligations in connection with this Agreement.

9.5 Each of the parties undertakes to disclose the other party’s Confidential Information only to those of its Associates to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement.

9.6 Neither party shall be in breach of this clause 9 if it discloses the other party’s Confidential Information in circumstances where such disclosure is required by law, regulation or order of a competent authority, provided that, to the extent practicable and permissible, the other party is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.

9.7 The terms of and obligations imposed by this clause 9 shall survive the termination of this Agreement for any reason.

10 LIMITATION OF LIABILITY

10.1 Subject to clause 10.2, Clariti’s maximum aggregate liability under or in connection with this Agreement (including all Statements of Work):

(i) whether in contract, tort (including negligence) or otherwise, but excluding under any indemnity, shall in no circumstances exceed the lower of (i) £1,000,000; and (ii) the Fees paid or payable by the Client to Clariti in the 12 month period preceding any event giving rise to liability; and

(ii) in the case of any indemnity contained in this Agreement, shall in no circumstances exceed £1,000,000.

10.2 Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law.

10.3 Subject to clause 10.2, neither party shall be liable to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement (and including for the avoidance of doubt any indemnity contained in this Agreement) for:

(a) any loss (whether direct, indirect or consequential) of profits, sales or business, agreements or contracts, anticipated savings or goodwill;

(b) loss of use or corruption of software, data or information; or

(c) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses (provided that nothing in this clause 10.3(c) shall be construed as an exclusion of liability for direct loss, costs, damages, charges or expenses).

10.4 Where one party (“Indemnifying Party”) agrees to indemnify and keep the other party (“Indemnified Party”) indemnified under this Agreement, the Indemnified Party shall comply with the following process in the event that a third party claim (“Claim”) arises:

(a) the Indemnified Party must promptly notify the Indemnifying Party in writing of such Claim;

(b) the Indemnified Party must not make any admission of liability, settlement or compromise without the prior written consent of the Indemnifying Party;

(c) the Indemnified Party must give the Indemnifying Party express authority to conduct all negotiations and litigation and to defend and/or settle all litigation arising from such Claim, provided that the Indemnifying Party regularly consults the Indemnified Party on the conduct and defence of the Claim;

(d) the Indemnified Party must provide the Indemnifying Party with all available information and assistance in relation to such Claim as the Indemnifying Party may reasonably require at the Indemnifying Party’s cost and expense; and

(e) if within ninety (90) days after the Indemnifying Party’s receipt of notice of any such claim, the Indemnifying Party fails to take action to defend or settle such claim, the Indemnified Party may at the Indemnifying Party’s expense undertake the defence, compromise or settlement of the Claim as it sees fit.

10.5 The Client acknowledges that any Subscription Service and the Insights are provided to the Client on an “as is” basis and accordingly the Client assumes sole responsibility for the results obtained from its use of the Subscription Service and the Insights, and for conclusions drawn from such use.

10.6 Clariti shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Clariti by the Client in connection with the Services, or any actions taken by Clariti at the Client’s direction.

10.7 Save as expressly set out in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

11 DATA PROTECTION

Each party shall comply with Data Privacy Laws with regards to any processing of Personal Data under this Agreement and shall comply with the terms of the Data Processing Schedule at Schedule 2 of this Agreement.

12 ANTI-BRIBERY AND ANTI-SLAVERY

12.1 Both parties:

(a) shall comply with the Bribery Act 2010 and any guidance issued by any governmental department relating to such legislation (“Bribery Act”);

(b) shall not engage in any activity, practice or conduct anywhere in the world which would constitute an offence under the Bribery Act if such activity, practice or conduct had been carried out in the UK;

(c) shall maintain in place throughout the Term (and enforce where appropriate) its own policies and procedures to ensure compliance with the Bribery Act;

(d) shall promptly report to the other any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of this Agreement; and

(e) shall ensure that it imposes written terms on any sub-contractor connected with the matters arising under this Agreement which are at least equivalent to those set out in in this clause.

12.2 Each party shall comply, and procure that all its employees, contractors, agents and representatives comply, with Anti-Slavery Law, as relevant to the provision and receipt of the Services and the activities of the parties under this Agreement. Each party shall use reasonable endeavours on a continuing basis to ensure that Slavery is not taking place in its supply chains. For the purpose of this clause: “Anti-Slavery Law” means all applicable laws relating to the prevention, prohibition and/or outlawing of Slavery in the Territory or any other jurisdiction relevant to the performance of this Agreement, including the Modern Slavery Act 2015; and “Slavery” means all forms of modern slavery, human trafficking, forced labour, child labour, involuntary servitude and debt bondage.

13 TERMINATION

13.1 Without prejudice to any other rights or remedies which either party may have, either party may terminate any Services for convenience on three months’ written notice provided that, with respect to the Subscription Services, such notice to terminate cannot expire until the expiry of the Initial Licence Term or, if applicable, the relevant Renewal Period.

13.2 Without prejudice to any other rights or remedies which either party may have, either party may terminate this Agreement immediately on giving notice to the other if the other party:

(a) fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;

(b) commits a material breach of this Agreement and such breach is not capable of remedy;

(c) commits a material breach of this Agreement that is capable of remedy but fails to remedy it within 30 days of being notified in writing of the breach;

(d) suspends (or threatens to suspend) payment of its debts or the continuation of all or a substantial part of its business, is unable or deemed unable to pay its debts as they fall due, begins negotiations with any class of its creditors with a view to rescheduling any of its debts, is the subject of a court order for winding-up, has a receiver appointed over its assets (or entitles any person to appoint one), or enters into any compromise or arrangement with its creditors or is the subject of a notice, resolution or order for or in connection with its winding-up (other than for the sole purpose of a solvent amalgamation or solvent reconstruction); or

(e) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to those outlined in clause 13.2(d);

(f) if there is a change of control of the Client (where “control” has the meaning given to it in s1124 of the Corporation Tax Act 2010), and the person gaining control of the Client is, or controls, a direct competitor of Clariti.

13.3 The termination or expiry of any Service shall not affect the continuation of any other Services under the Statement of Work or this Agreement.

13.4 On termination of this Agreement for any reason:

(a) the Client shall immediately pay Clariti for all Clariti’s outstanding unpaid invoices, and, in respect of Services supplied and Expenses and costs incurred but not yet invoiced, or any Cancellation Charge, Clariti may submit invoices, which shall be payable immediately on receipt;

(b) on request, each party shall return all the other party’s materials, equipment and other property;

(d) all licences granted under this Agreement shall immediately terminate;

(e) on request, Clariti shall provide the Client with copies of any Survey Data in a reasonably readable format;

(f) Clariti may destroy or otherwise dispose of any of the Client Data in its possession unless Clariti receives, no later than 60 days after the effective date of the termination of this agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. Clariti shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request. The Client shall pay all reasonable expenses incurred by Clariti in returning or disposing of Client Data.

13.5 Provisions of this Agreement which are either expressed to survive its termination or which from their nature or context are contemplated to survive termination shall remain in full force and effect notwithstanding termination of this Agreement. Notwithstanding the generality of the foregoing, clauses 8, 9, 10, 13, 14 and 18 shall survive and continue to have full force and effect following termination.

14 NON-SOLICITATION

14.1 During this Agreement and for 12 months after its termination, neither party shall, without the other party’s written consent, solicit or entice, or attempt to solicit or entice (or encourage a third party to solicit or entice), any person who, at any point in either the preceding six months or the six months before termination (as applicable), was employed or engaged by the other party in the provision or receipt of the Services other than by means of a national advertising campaign open to all comers and not specifically targeted at any of the staff of the other party.

14.2 A party recruiting a person in breach of clause 14.1 above shall immediately pay to the other party a sum representing 30% of the gross annual salary of the person recruited (calculated in relation to the salary that the employee was earning while employed by the non-defaulting party). If, for reasons of confidentiality, Clariti requires the employee not to work during the notice period, the Client will additionally pay Clariti a sum representing the salary payable in respect of the unfulfilled portion of the notice period.

14.3 The parties confirm that the sums referred to in clause 14.2 are reasonable and proportionate to protect each party’s legitimate interest in ensuring each party’s performance of the Agreement and its strict compliance with clause 14.1.

15 FORCE MAJEURE

15.1 A party shall not be in breach of this Agreement, or be liable for any failure or delay in performance of any obligations under this Agreement (except in the case of a failure to pay), where such failure or delay arises or is attributable to acts, events, omissions or accidents beyond its reasonable control (“Force Majeure”), including but not limited to fire, accidental damage, natural disaster, epidemic, pandemic, war, terrorist attack, riots, failure of machinery, computers or vehicles, industrial action, non-performance by suppliers or subcontractors (excluding companies in the same group as the party seeking to rely on this clause), or interruption or failure of utility service.

15.2 A party subject to Force Majeure shall not be in breach of this Agreement provided it could not have avoided the effect of Force Majeure by taking precautions which it ought reasonably to have taken, and provided it promptly notifies the other party of the existence and nature of the Force Majeure, and uses reasonable endeavours to mitigate the effect of Force Majeure.

15.3 If Force Majeure continues for more than 30 consecutive days, either party may terminate this Agreement immediately by giving written notice to the other party. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring before such termination.

16 NOTICES

16.1 A notice (other than a notice in any legal proceedings) given by one party to the other under this Agreement will be properly served if it is in English and sent to the appropriate address noted below.

16.2 The following table sets out methods by which a notice may be sent and, if sent by that method, the corresponding deemed delivery date and time:

Delivery method	Deemed delivery date and time
Delivery by hand.	On signature of a delivery receipt.
Pre-paid first class recorded delivery post or other next working day delivery service providing proof of postage.	9.00 am on the second Business Day after posting.
Pre-paid airmail providing proof of postage.	9.00 am on the fifth Business Day after posting
Email sent to [insert email address]	at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.

16.3 For the purpose of this clause and calculating deemed receipt all references to time are to local time in the place of deemed receipt.

16.4 The addresses for service of notice to the Client are as set out in the Statement of Work, and in the case of notices to Clariti to the registered office address, with a copy to:

Address: Next 15 Group plc,

60 Great Portland Street, London, W1W 7RT,

For the attention of: the UK General Counsel.

16.5 This clause 16 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17 ASSIGNMENT AND SUBCONTRACTING

17.1 Clariti shall be entitled to sub-contract its performance of the Services provided that any sub-contracting shall not relieve Clariti from its obligations to the Client under this Agreement.

17.2 Subject to clause 17.1, neither party may assign, transfer or charge or otherwise dispose of this Agreement or any of its rights or obligations arising hereunder without the prior written approval of the other party. Clariti is, however, entitled to perform any Services under this Agreement through any company which is its holding company or the subsidiary of such holding company, and any act or omission of such company shall be deemed to be the act or omission of Clariti. For the purposes of this clause, “holding company” and “subsidiary” shall be construed in accordance with the definition in section 1159 of the Companies Act 2006.

18 MISCELLANEOUS

18.1 Clariti may amend this Agreement and/or the Services for legal or regulatory reasons, or to reflect changes in its services or business practices. Subject to the foregoing, no variation of the Statement of Work shall be valid unless it is in writing and signed by a duly authorised officer of each of the parties. Clariti shall provide notice of any significant changes to this Agreement and/or the Services in accordance with clause 16 above.

18.2 A party’s failure to exercise, or delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of such, or preclude any further exercise of that or any other right or remedy.

18.3 If any provision or part-provision of this Agreement is found to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions and part-provisions of the Agreement shall not be affected.

18.4 A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.

18.5 If any dispute arises under or in connection with this Agreement, the parties will first attempt in good faith to settle such through negotiation rather than through legal proceedings. If the dispute is not resolved within 21 days of either party’s attempt to instigate such negotiations, it may be settled by the courts of competent jurisdiction under this Agreement.

18.6 Nothing in this Agreement shall restrict or exclude the right of either party to seek injunctive relief against the other party.

18.7 This Agreement, and any documents annexed to it and signed or initialled by the parties, constitutes the entire agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject-matter of this Agreement. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance, undertaking or warranty, whether negligently or innocently made (“Representation”), of any person (whether a party to this Agreement or not), other than as expressly set out in this Agreement. Each party agrees that the only remedies available to it arising out of or in connection with a Representation shall be for breach of contract. Nothing in this clause 18.7 shall limit or exclude any liability for fraud.

18.8 This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.

18.9 Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.

19 GOVERNING LAW AND JURISDICTION

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

19.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject-matter or formation (including non-contractual disputes or claims).

Schedule 1

Subscription Service Terms

The terms of this Schedule 1 shall apply in relation to any Subscription Service supplied under this Agreement. References in this Schedule to the “Platform” are references to the Platform or Platforms specified in the relevant Statement of Work.

Subject to the Client’s full compliance with the terms of this Agreement, Clariti hereby grants to the Client a non-exclusive, non-transferable, revocable right to permit the Authorised Users to Use the Platform during the Licence Term.
Except as expressly agreed in the Statement of Work, the rights provided under this Schedule 1 are granted to the Client only, without the right to grant sub-licences, and shall not be considered granted to any subsidiary or holding company of the Client, save for any Authorised Client Entities.
Clariti reserves the right to implement and maintain technical measures to control access to and detect unauthorised use of the Subscription Service at any time, provided that such measures shall not adversely affect the Client’s and Authorised Users’ Use of the Subscription Service in accordance with this Agreement.
The Client shall ensure that the Authorised Users: (i) use the Platform and the Insights in accordance with the terms and conditions of this Agreement, (ii) comply with the permitted uses in accordance with the relevant Statement of Work, (iii) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Clariti and (iv) comply with any other reasonable instructions given by Clariti to the Client. The Client shall be responsible for any Authorised User’s breach of this Agreement and/or any applicable end user licence agreement;
The Client shall procure that each Authorised User shall select a secure password for use of the Platform and that each Authorised User shall keep such password secret, not share it with any other person and treat it as the Confidential Information of Clariti. The Client will procure that each Authorised User changes its password on at least a monthly basis.
The Client shall not, and shall procure that each Authorised User shall not, during the course of its Use of the Platform, access, store, distribute or transmit any:
- Malware; or
- Material that is subject to legal restrictions and penalties or generally offensive sue to its nature and potential harm including but not limited to content prohibited by law, making false statements or content offensive or indecent:
As a particular condition of Use of the Subscription Services, the Client shall not and shall not attempt to (and shall procure that each Authorised User shall not and shall not attempt to):
- except to the extent expressly permitted by this Agreement or any applicable law which is incapable of exclusion by agreement between the parties:
  - copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform (including all or any portion of the software that operates the Platform) and/or the Insights in any form or media or by any means; or
  - attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software that operates the Platform, including its associated configurations, file formats and data structures; or
- during the Licence Term and for 12 months thereafter, access all or any part of the Platform in order to build or assist any third party to build a product or service which competes with the Subscription Service or any software program offering similar functionality to the fundamental functional and technical aspects of the Subscription Service; or
- resell access to the Platform, or use the Platform in any provision of services to third parties by way of an outsourced service, service bureau or similar arrangement; or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party , or
- obtain, or assist third parties in obtaining, access to the Platform, other than as expressly permitted in this Schedule 1.
Notwithstanding any other provision of this Agreement, in the event that the Client is permitted in writing by Clariti to resell access to, or otherwise make available, the Platform to a third party, the Client shall ensure that it enters into a binding written agreement with such third party with respect to the Platform materially equivalent to the terms of this Agreement.
Clariti shall use reasonable endeavours to make the Subscription Service available for Use in accordance with this Agreement, subject to:
- Client-caused outages or disruptions;
- disruptions due to Force Majeure;
- planned and/or unscheduled maintenance undertaken outside Normal Business Hours;
- unscheduled maintenance undertaken during Normal Business Hours, provided that Clariti has used reasonable endeavours to give the Client reasonable notice in advance of such unscheduled maintenance,

and the Client’s sole and exclusive remedy in respect of a breach of this paragraph 10. shall be to receive the Support Services.

The Client shall ensure that its network and systems comply with the relevant specifications provided by Clariti from time to time;
The Client undertakes to be solely responsible for procuring and maintaining its network connections and telecommunications links, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links.
Clariti:
- does not warrant that the Client’s Use of the Subscription Service will be uninterrupted or error-free; or that the Subscription Service and/or Insights and/or any information and/or results obtained through the Subscription Service will meet the Client’s requirements; and
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities outside of its reasonable ability to control, including the Internet, and the Client acknowledges that the Subscription Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
The Client acknowledges and agrees that, notwithstanding any other provision of this Agreement, it is inherent to the nature of the Subscription Service that the particular range of Insights available to the Client during the Licence Term may vary from time to time as the Subscription Service evolves and different data sources become or cease to be available. The availability or not of a particular range of Insights will not be a breach of this Agreement by Clariti.
The Client acknowledges that the Platform and/or the Insights may enable it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Clariti has no control over such third party products and services and shall have no liability or obligation whatsoever.
Clariti will treat any Client Data as the Confidential Information of the Client, and will not use or exploit it for its own commercial purposes. However, the Client acknowledges and agrees that the Subscription Service is not a zero-knowledge service, that Clariti’s security measures may not be impregnable, and that the Subscription Service is not designed to be used as a repository of highly confidential materials. The Client therefore agrees that it shall not, and shall procure that Authorised Users shall not, upload to the Subscription Service any Client Data the disclosure of which to any third party would be likely to cause significant harm to the business of the Client, its Affiliates or its or their respective clients or suppliers.
While Clariti may, in the course of its own internal processes, incidentally take backups of the Client Data, the Client acknowledges and agrees that the Subscription Service is not a backup or disaster recovery service, and is not designed to hold the only copy of any Client Data, and therefore the Client is solely responsible for ensuring that it has access to a backup copy of the Client Data in the event of any unavailability of the Platform.
Clariti reserves the right, without liability or prejudice to its other rights, to immediately suspend or terminate the Client’s and/or any or all of the Authorised Users’ right to Use the Subscription Service if the Client or any Authorised User breaches any of the provisions of this Agreement.
Subject to clause 10 of the General Terms, the Client hereby defends, indemnifies and holds harmless Clariti against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:
- the use of the Subscription Service (including the Platform and Insights) by the Client and the Authorised Users other than in accordance with this Agreement; and
- the use of the Client Data by Clariti in accordance with this Agreement and the use of the Client Data by the Client and the Authorised Users.
Subject to clause 10 of the General Terms and 20 below, Clariti hereby defends the Client against any third party claim that the Platform and/or the Insights (excluding any Client Materials) infringe any copyright, trade mark, database right or right of confidentiality in the Territory (each, a “Third Party IP Claim”), and indemnifies the Client for any amounts awarded against the Client in judgment or settlement of such Third Party IP Claims.
Subject to clause 10 of the General Terms, in no event shall Clariti, its employees, agents and sub-contractors be liable under or in connection with this Agreement to the extent that a Third Party IP Claim arises from or in connection with:
- a modification of the Subscription Service and/or Insights by anyone other than Clariti; or
- the Client’s or any Authorised User’s use of the Subscription Service or Insights in a manner contrary to the instructions given to the Client by Clariti and/or in breach of this Agreement and/or the end user licence agreement; or
- the combination of any aspect of the Subscription Service with some other product or service, if the alleged infringement would otherwise have been avoided; or
- the Client’s or any Authorised User’s use of the Subscription Service and/or Insights after notice of the alleged or actual infringement from Clariti or any appropriate authority.
In the event of a Third-Party IP Claim, Clariti shall use commercially reasonable efforts to (at its option):
- obtain for the Client a right to continue to use the Platform and the Insights;
- modify the Platform and/or the Insights so as to avoid the alleged infringement; or
- if it is not commercially reasonable or practicable to do either of those things, terminate this Agreement and give the Client a pro rata refund of any Fees paid in advance for any unexpired period of the Licence Term following such termination. Subject to clause 10 of the Terms, the indemnity set out in paragraph 19 above and this paragraph 21 set out the Client’s sole and exclusive remedy in respect of any Third Party IP Claim.

Schedule 2

DATA PROCESSING AGREEMENT (“DPA”)

DEFINITIONS AND INTERPRETATION
- In this DPA the following words shall have the following meanings:

“Client Personal Data”

has the meaning given in the Agreement;

“Data Privacy Laws”

has the meaning given in the Agreement;

“EEA”

means the European Economic Area;

“European Law”

means any law in force in the EEA or the United Kingdom, including the Data Privacy Laws;

“International Transfer Requirements”

means the requirements of Chapter V of the GDPR (Transfers of Personal Data to third countries or international organisations);

“Losses”

means losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs, and expenses (including reasonable legal and other professional expenses);

“Restricted Country”

means a country, territory or jurisdiction which is not considered by the EU Commission (or in respect of personal data transfers caught by the requirements of UK Data Privacy Laws, the relevant UK governmental or regulatory body as applicable) to offer an adequate level of protection in respect of the processing of personal data pursuant to Article 45(1) of the GDPR;

“Restricted Transfer”

means a transfer of personal data from an entity whose processing of personal data under the Agreement is caught by the requirements of the GDPR and/or UK Data Privacy Laws (as applicable), to an entity that processes the relevant personal data in a Restricted Country;

“Services”

has the meaning given in the Agreement;

“Sub-processors”

has the meaning given in paragraph 3.9;

“UK”

means the United Kingdom; and

“UK GDPR”

has the meaning given in the Agreement.

References in this Agreement to “processor”, “controller”, “personal data”, “process”, “processing”, “personal data breach”, “data subject” or “supervisory authority” shall have the same meanings as defined in the GDPR.
References in this Agreement to the GDPR and/or an Article or Chapter of the GDPR shall, where the context so requires and insofar as the Data Privacy Law(s) is that of the UK, be construed as a reference to the equivalent Data Privacy Law(s) of the UK and/or the corresponding provision of such Data Privacy Law(s).
In the event of any conflict or inconsistency between the terms of this DPA and any other part of the Agreement, this DPA will take precedence.

ROLES OF THE PARTIES AND PROCESSING ACTIVITIES
- The parties acknowledge and agree that:
  - to the extent that Clariti processes Client Personal Data on behalf of the Client in connection with the provision of Services, Clariti shall be the processor and the Client shall be the controller with respect to such processing;
  - Clariti may also, in the course of or in connection with the provision of Services process certain personal data as a controller rather than the Client’s processor, in which case that personal data, when so processed by Clariti, is not Client Personal Data; and Client shall not be entitled to any data contained in such personal data; and
  - each party otherwise acts as an independent controller in relation to any personal data processed under or in connection with this Agreement.

Each of the parties acknowledges and agrees that the subject-matter and duration of the processing carried out by Clariti on behalf of the Client, the nature and purpose of the processing, the type of personal data and categories of data subjects are accurately documented in Appendix 1 (which may from time to time be updated by the written agreement of the parties).

OBLIGATIONS OF CLARITI
- Clariti shall only process the Client Personal Data in accordance with the documented instructions of the Client (including those documented in accordance with Appendix 1, as updated from time to time), unless required to do so by European Law to which Clariti is subject, in which event Clariti shall inform the Client of such legal requirement unless prohibited from doing so by European Law on important grounds of public interest.
- Clariti shall ensure that any persons authorised by it to process the Client Personal Data are subject to an obligation of confidentiality.
- Clariti shall implement appropriate technical and organisational measures to ensure that the Client Personal Data is subject to a level of security appropriate to the risks arising from its processing by Clariti, taking into account the factors and measures referred to in Article 32 of the GDPR. Such security measures may include:

the pseudonymisation and encryption of personal data;
the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
a process for regularly testing, assessing, and evaluating the effectiveness of the security measures.

Taking into account the nature of the processing and the information available to Clariti, Clariti shall assist the Client with regard to the Client’s compliance with its obligations under the following Articles of the GDPR:

Article 32 (Security of processing);
Articles 33 and 34 (Notification and communication of a personal data breach);
Article 35 (Data protection impact assessment); and
Article 36 (Prior consultation by the Client with the supervisory authority).

Without prejudice to the generality of paragraph 44, Clariti shall notify the Client without undue delay (and in any event within 48 hours) after becoming aware of a personal data breach. Clariti shall provide such co-operation, assistance and information as the Client may reasonably require in respect of any personal data breach. Without prejudice to the generality of this requirement, Clariti shall provide the Client with the following information in respect of any personal data breach (insofar as it is possible, at the time of notifying the Client of the relevant personal data breach, or where such information is not available at the point of notification as soon as such information is available):

the nature of the Client Personal Data, including where possible the categories and approximate number of data subjects concerned and the categories and number of personal data records concerned;
the likely consequences of the personal data breach;
the measures taken or proposed to be taken by Clariti to address the personal data breach, including where appropriate measures to mitigate the possible adverse effects; and
the details of a contact point where more information concerning the personal data breach can be obtained.

In addition to general notices terms under clause 16 of the General Terms, in the particular case of a personal data breach any notifications shall be addressed to and further communications to:
- Clients’ Data Protection Contact: [insert email]
- Clariti’s Data Protection contact: [email protected]

Without prejudice to the generality of paragraph 4, Clariti will notify the Client without undue delay (and in any event within 48 hours) of any rights request it receives from a data subject pursuant to Chapter III of the GDPR. Unless otherwise agreed between the parties, Clariti shall not respond to or fulfil such requests itself. Taking into account the nature of the processing, Clariti shall assist the Client by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client’s obligation to respond to such requests for exercising a data subject’s rights under the GDPR.

Upon the earlier of:
- termination or expiry of the Agreement; or
- the date on which the Client Personal Data is no longer relevant to, or necessary for, the purposes of providing the relevant Services;

Clariti shall deliver up or destroy (at the Client’s request) such Client Personal Data which is in the possession of, or under the control of, Clariti unless European Law requires Clariti to store such Client Personal Data.

Notwithstanding any other provision of the Agreement, Clariti shall be entitled to appoint further processors to process the Client Personal Data (“Sub-processors”). The following shall apply in respect of the appointment of Sub-processors:
- the Client shall be deemed to have approved the appointment of the Sub-processors documented in accordance with Appendix 1;
- Clariti shall notify the Client by email of its intention to engage any additional Sub-processor. Such notice shall give details of the identity of such Sub-processor and the services to be supplied by it;
- Clariti shall only use a Sub-processor that has provided sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Data Privacy Laws and ensures the protection of the rights of data subjects;
- Clariti shall impose, through a legally binding contract between Clariti and the Sub-processor, data protection obligations on the Sub-processor that are in all material respects equivalent to those set out in this DPA (including, to the extent applicable, the requirements of paragraph 5) and which in any event meet the requirements set out in the Data Privacy Laws;
- the Client shall be entitled to object to the proposed appointment of the Sub-processor where it reasonably considers that such appointment will not comply with the requirements of this paragraph 3.9. The Client shall be deemed to have approved the engagement of the Sub-processor if it has not served a notice in writing on Clariti objecting to such an appointment within 14 days of the date that the notice is deemed to be received by the Client in accordance with paragraph 9(a);
- where the Client objects to the proposed appointment, Clariti will use commercially reasonable efforts to continue to provide the Services without the use of the relevant Sub-processor. Where Clariti is unable to continue to provide the Services despite having used such commercially reasonable efforts, Clariti shall have no liability for any failure to provide the Services in accordance with the Agreement; and
- Clariti shall remain fully liable for all acts or omissions of the Sub-processors as if they were acts or omissions of Clariti.

Clariti shall keep at its normal place of business a written record of its processing of Client Personal Data and of its compliance with its obligations set out in this DPA (“Records”). Clariti shall permit the Client, its third party representatives or a supervisory authority or its third party representatives access to inspect the Records and any other relevant information held at any premises or on systems used in connection with the processing of the Client Personal Data, for the purpose of auditing compliance with Clariti’s obligations under this paragraph 3. Clariti shall give any and all necessary assistance in respect of the conduct of such audits. Audits may be performed no more than once a year on no less than five (5) business days written notice and must be conducted during regular business hours and must not unreasonably interfere with Clariti’s business.

OBLIGATIONS OF THE CLIENT
- The Client shall ensure that:
  - the supply to Clariti of Client Personal Data by or on behalf of the Client for the purposes of processing undertaken by Clariti and its permitted Sub-processors shall comply with the Data Privacy Laws;
  - there is a lawful basis in respect of Clariti’s (and any permitted Sub-processor’s) processing of the Client Personal Data and data subjects have been provided with a privacy policy or notice that complies with the requirements of Article 13 and/or 14 of the GDPR in respect of such processing; and
  - the instructions given by the Client to Clariti by operation of paragraph 3 shall comply with the Data Privacy Laws.

RESTRICTED TRANSFERS

Between the parties

The parties acknowledge and agree that the transfer from the Client to Clariti of Client Personal Data does not constitute a Restricted Transfer. If and to the extent that such a transfer or processing of Client Personal Data becomes a Restricted Transfer, the parties shall enter into a separate addendum to implement a transfer mechanism to ensure that the Restricted Transfer complies with the International Transfer Requirements.

By Clariti

The Client acknowledges and agrees that Client Personal Data may be transferred by Clariti to Sub-processors located in a Restricted Country, which may be considered a Restricted Transfer. In the event of the transfer being considered a Restricted Transfer, Clariti shall enter into a transfer mechanism to ensure that the Restricted Transfer meets the International Transfer Requirements, and Clariti shall provide details of the relevant transfer mechanism on request.

Failure of transfer mechanism

The parties acknowledge and agree that to the extent either party considers (acting reasonably) that the use of the relevant lawful transfer mechanism relied on in respect of a Restricted Transfer under paragraph 1 is no longer an appropriate lawful transfer mechanism to legitimise the relevant Restricted Transfer pursuant to the International Transfer Requirements, the Restricted Transfer shall be suspended and the parties shall work together in good faith to agree and put in place an alternative lawful transfer mechanism or such other supplementary measures to enable the Restricted Transfer to continue.

In addition to paragraph 3, the parties will each use commercially reasonable efforts to ensure that the Services can continue to be provided in all material respects in accordance with the Agreement despite the suspension of the Restricted Transfer.

Without prejudice to Supplier’s obligations under paragraphs 3 and 5.4, Clariti shall have no liability under the Agreement for any inability to provide the relevant Services in accordance with the Agreement as a result of the suspension of a Restricted Transfer pursuant to paragraph 5.3.

COSTS

The Client acknowledges and agrees that the remuneration in respect of the Services does not take into account costs that may be incurred by Clariti in complying with its obligations under this DPA. Accordingly, the Client will pay Clariti in respect of any costs that are (or are to be) reasonably incurred by Clariti outside the ordinary course of Clariti’s business in respect of the performance by Clariti of its obligations in this DPA, except where such performance is required as a result of a breach by Clariti of its obligations under this DPA. Where practicable to do so, Clariti will seek the Client’s written approval prior to incurring such costs.

LIABILITY FOR LOSSES

Where, in accordance with the provisions under Article 82(3) of the GDPR, both parties are responsible for the act, or omission to act, resulting in the payment of Losses by a party or both parties then a party shall only be liable for that part of such Losses which is in proportion to its respective responsibility.

USE OF COOKIES

Where the Services require Clariti to collect Personal Data via the deployment of pixels, tags and/or similar tracking technologies (“Tags“) (“Interest Based Data“) from any digital property owned and/or operated by Client (or by a third party on Client’s behalf) (“Client Digital Property“), as neither Supplier nor the relevant third party data vendor engaged by Clariti (“Data Vendor”) that provides the Tag has a direct relationship with the relevant Data Subjects, Client shall provide Clariti with such cooperation and assistance as Clariti and/or the Data Vendor may reasonably require to enable Clariti and/or the Data Vendor to comply with its legal obligations. In particular, Client shall:
- assist Clariti and/or the Data Vendor in ensuring there is a legal basis to enable Clariti and/or the Data Vendor to process the Interest Based Data in connection with the provision of the Services; and
- have in place, on each relevant Client Digital Property:
  - a ‘cookie banner’ (or other appropriate mechanism) that complies with the requirements of Data Privacy Laws and obtains consent (within the meaning of the GDPR) for and on behalf of Supplier and/or the Data Vendor for (i) the deployment of Tags on the Data Subject’s device(s), and (ii) Clariti’s and/or the Data Vendor’s collection and processing of the Interest Based Data; and
  - a privacy policy and cookie policy or notice that (i) expressly names Clariti and/or the Data Vendor (as required) as a party that collects and/or receives the Data Subject’s Personal Data for the purposes anticipated by the Agreement and/or the applicable parts of Clariti’s and/or the Data Vendor’s privacy notice, and (ii) contains a clear and prominent link to Clariti’s and/or the Data Vendor’s privacy notice.