Realview360 Limited (“RV”):
Terms of Service

Background

A. RV is in the business of data modeling, data analytics, and the provision of visualisation software and has certain skills of use to the Client.
B. The Client wishes to engage RV to provide services to the Client on the terms and conditions of this Agreement.

The Following Definitions and rules of Interpretation apply in these conditions.

1. Interpretation

1.1 Where figures are referred to in numerals and words, then the latter shall prevail in the event of any dispute.

1.2 Any reference to any statute, statutory instrument, order, regulation or another similar instrument (including any EU order, regulation, or instrument) will be construed as including references to any statutory modification, consideration, or re-enactment of that provision (whether before, on, or after the date of this Agreement) for the time being in force, including al instruments, orders or regulations then I force and made under or deriving validity from that legislation.

1.3 a reference to a ‘party’ includes that party’s personal representatives, successors, and permitted assigns.

1.4 a 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.

1.5 a reference to a ‘company’ includes any company, corporation, or other body corporate, wherever and however incorporated or established.

1.6 When any number of days is prescribed in the agreement, they will be calculated exclusively of the first and inclusively of the last day, unless the last day falls on a Saturday, Sunday, or public holiday, then the last day will be the next succeeding day which is not a Saturday, Sunday or public holiday.
1.7 The schedule is incorporated into and forms part of this Agreement.

1.8 The headings used in this agreement will not be taken into consideration in the interpretation or construction of this agreement.

1.9 Any reference to a clause or Schedule is, except where expressly stated to the contrary, a reference to the relevant Clause of or Schedule to this Agreement.

1.10 The words ‘’accept’’, ‘’appoint’’, ‘’approve’’, ‘’certify’’, ‘’decide’’, ‘’inform’’, ‘’instruct’’, ‘’issue’’, ‘’notice’’, ‘’record’’, ‘’request’’, and ‘’state’’ indicate an act that must be carried out in writing.

1.11 Any annexures or schedules attached to this agreement from time to time form part of this agreement, and any words and expressions defined in this agreement will bear the same meanings in such annexures or schedules, unless the context indicates otherwise.

1.12 The rule of construction that a contract must be interpreted against the party responsible for drafting or preparing it, will not apply.

1.13 The use of the singular includes the plural and vice versa and a reference to one gender includes a reference to the other gender.

1.14 The use of the singular includes the plural and vice versa and a reference to one gender includes a reference to the other gender.

1.15 The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples will not be construed as limiting the meaning of the general wording preceding it and the application of the eiusdem generis rule is excluded.

1.16 Any notices, documentation, communication, or process which is required by this agreement to be in writing will be valid if it is in paper-based or electronic form.

2. Definitions

2.1 In this Agreement the following terms will have the following meanings unless the context clearly indicates otherwise:

Affiliate” is any holding company of a Party and any subsidiary of a Party or of any such holding company for the time being, each as defined by section 1159 of the Companies Act 2006;

the/this Agreement” means the Letter of Engagement, executed by the Client and RV from time to time read together with these Terms of Service;

Applicable Laws” means any law (including statutory, common, or customary law), statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order, other legislative measure, directive, requirement, request or guideline (whether or not having the force of law but, if not having the force of law, is generally complied with by the persons to whom it is addressed or applied) of any government, supranational, local government, statutory, regulatory, self-regulatory or similar body, or court and the common law, as amended, replaced, re-enacted, restated or reinterpreted from time to time;

Authorised Signatory’’ means the individual nominated by a party to sign this agreement and/or any other document under this agreement;

Business Day” means any day other than a Saturday, Sunday, or official public holiday, on which banks are open for normal business in England;

Client Material” means any intellectual property, information, documentation, software, or other materials provided or made available by the Client to RV for the purposes of carrying out any services in terms of this agreement;

Commencement date’’ means the date upon which the Letter of Engagement is signed;

Confidential Information’’ means all information or data (in whatever form) of a confidential or proprietary nature belonging to a party (‘’disclosing party’’), which has been or may be disclosed to or obtained by the other party (‘’receiving party’’) before or during the currency of this agreement, or was obtained pursuant to discussions, by examination, testing, visual inspection or analysis, and includes: business, marketing or financial data; know-how and trade secrets; strategies; designs; plans; specifications; reports; customer lists; price lists; studies or findings; computer software and code; databases; inventions; ideas; employee information; information about business partners, suppliers and service providers; or any analyses, concepts, compilations, studies, and other material
which contain or is generated from any such confidential information;

Consequential Loss” means, in relation to a breach of this agreement, any indirect or consequential loss resulting from such breach, including loss of data, loss of profit, loss of revenue, loss of contract, or loss of goodwill, regardless of whether or not the party committing the breach knew or ought to have known that such indirect or consequential loss would be likely to be suffered as a result of such breach;

Data Protection Laws” means any Applicable law relating to the processing, privacy, and/or use of Personal Data, as applicable to either party or the Services, including:

(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement any such laws;
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and
(e) all guidance, guidelines, codes of practice, and codes of conduct issued by any relevant Data
Protection Supervisory Authority relating to such Data Protection laws (in each case whether
or not legally binding);

Data Protection Supervisory Authority” means any regulator, authority, or body responsible for administering Data Protection Laws;

Data Subject” shall have the meaning given in applicable Data Protection Laws from time to time;

Deliverable” means a defined result, work product, or desired outcome from the services performed by RV as defined in the Letter of Engagement;

End Date” means the end date as set out on the Letter of Engagement;

Force Majeure” means any event or sequence of events beyond a party’s reasonable control such as an act of God including, but not limited to, fire, flood, drought, earthquake, windstorm or other natural disaster; act of any sovereign including war, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation; acts of terrorism; nationalisation, requisition, destruction or damage to property by or under the order of any government or public or local authority or imposition of government sanction embargo or similar action; civil emergency (whether an emergency be declared or not); riots; radioactive contamination; pressure waves caused by aircraft travelling at sonic or supersonic speeds; malicious codes or viruses; law, judgment, order, decree, embargo, blockade, labour dispute including strike, lockout or boycott; interruption or failure of utility service including to electric power, gas, water or telephone service; failure of the transportation of any Personnel equipment, machinery
supply or material required by either party for the performance of the agreement; and breach of contract by any essential Personnel.

GDPR” means the General Data Protection Regulations, Regulation (EU) 2016/679;

Good Industry Practice” means the exercise of the degree of care, skill, and diligence that would reasonably be expected from a professional engaged in the consulting or professional services industry and/or who is providing the same or similar services under the same or similar circumstances and conditions as RV;

Individual” means any individual provided by RV to provide the Services

Insolvency Event” occurs when a party:

(a) ceases, or threatens to cease, to carry on the whole or a substantial part of its business;
(b)becomes unable to pay its debts as and when they fall due, makes an arrangement or composition with its creditors, or goes into liquidation;
(c) is the subject of the commencement of any bankruptcy proceedings, the passing of a resolution for its winding up, the giving of a notice of appointment or intention to appoint an administrator or liquidator (which is not dismissed, withdrawn or set aside within 14 days after
presentation); or
(d) has an administrator, an administrative receiver or a trustee appointed over all or any of its assets;

Intellectual Property” means rights to, or in, any patents, designs, copyrights, database rights and rights in data, trade secrets, patents, Know-How, Confidential Information, trademarks (whether registered or unregistered), service marks, company names, trade names, domain names, or any other rights, licenses, or pending applications for the registration of any such rights anywhere in the world, which are owned and/or held by a party, whether vested, contingent or future and including any applications to protect or register such rights, all renewals, and extensions of such rights or applications;

Interest Rate” means 10% per annum above the base rate of the bank of England base rate from time to time;

International Organisation” shall have the meaning given in the applicable Data Protection Laws from time to time;

Know How” means any and all concepts, ideas, methods, methodologies, procedures, processes, techniques, models, templates, software, or other knowledge that a party has created, acquired, or otherwise has rights in and may, in connection with the performance of its obligations in terms of this agreement, employ, provide, modify, create or otherwise acquire rights in.

‘’Letter of Engagement’’ means the document executed by the parties which clearly describes which services are to be performed by RV on a particular engagement and which contains specific terms and conditions relating to those services, including but not limited to, the scope of the services to be performed; the deliverables to be delivered; deadlines and timing; any desired outcomes; fees, expenses and costs and any other relevant matters and which, together with these terms of Service constitutes the Agreement;

Party/ies” means the parties listed in the Letter of Engagement or both or either of them;

Personal Data” shall have the meaning given in the applicable Data Protection laws from time to time;

Processor” shall have the meaning given in the applicable Data Protection Laws from time to time;

Processing” has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes shall be construed accordingly);

Personnel” of a party includes its directors, officers, employees, agents, consultants, contractors, service providers, or other representatives of the party;

Protected Data” means Personal Data received from or on behalf of RV, or otherwise obtained in connection with the performance of the obligations under this Agreement;

Restricted Person” means any person employed or engaged by RV at any time during the term of this agreement and for a period of 18 months after its completion in relation to the provision or receipt of the Services who have or had material contact or dealings with the Client;

Services” means the services which will be supplied by RV to the client the details of which are set out in the Letter of Engagement or, if given verbally, will be reduced to writing as soon as possible thereafter;

RV Technology” means any and all concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models; templates; databases; software, and other consulting tools which RV has created, acquired, or otherwise has rights in and which may be employed, modified, created or adapted in connection with the performance of its obligations in terms of this Agreement; “Sub-Processor” means any agent, subcontractor or other third party engaged by the Supplier (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data;

Supervisory Authority” means any regulator, authority, or body responsible for administering Data Protection Laws;

Site/s” means the physical location/s designated by the Client where the services are to be provided by RV;

RV’s Authorised Representative” means Andrew Lees or Tim Loughton

Termination Date” means either the End Date as set out in the Letter of Engagement, if terminated earlier by either party for whatever reason the date of termination of this Agreement.

Third Party Contracts” means any and all contracts between the Client and third parties, which are in force at the effective date;

Writing” means legible writing in English and includes any form of electronic communication contemplated in the Electronic Communications and Transactions Act, 25 of 2002.

Work” means any and all materials, documents, operating or training manuals, instructions, notes, and data in whatever form, including hard copy and electronic form, created or developed by RV and/ or the Individual in providing the Services but does not include RV’s Valuation Model.

3. Provision of Services

3.1 The Client hereby appoints RV to provide the Services to or on behalf of the Client from the Start Date and for the duration of this agreement in accordance with the provisions of this agreement.

3.2 Subject to clause 5.3, the exact description and scope of the Services to be provided by RV to or on behalf of the Client will be set out in the Letter of Engagement.

3.3 If Services are to be provided by RV to or on behalf of the Client on an urgent basis, which renders it impractical for the parties to complete a formal Letter of Engagement, the authorised representatives of the parties may agree verbally as to the nature and scope of the urgent Services to be provided by RV; the Fees, expenses, and costs that may be incurred and any other relevant special terms and conditions relating to such services; provided that the parties must reduce their verbal agreement to writing at their earliest opportunity and the Client understands that the Terms of Service apply.

4. Duration

4.1 This agreement will commence on the effective date and will continue until the End Date or, if earlier until it is terminated by either or both of the parties in accordance with the terms of this Agreement.

5. Service standards

5.1 RV will provide Services to or on behalf of the Client with reasonable skill and care and in accordance with good industry practice.

5.2 RV will provide the Services, or procure that they are provided, in all respects in accordance with:

5.2.1 the Client’s Deliverables, specifications, and requirements as set out in the Letter of Engagement;

5.2.2 any reasonable instructions are given by the Client’s authorised representative to RV’s Personnel during the performance of the Services;

5.2.3 RV will comply (and will procure that its Personnel, agents, and sub-contractors comply) with all workplace policies in force at the Site which are notified to the Service Provider.

6. Defective services

6.1 If any Service or Deliverable performed or delivered by RV is defective, in that it does not meet the service standards set out in clause 5, then the Client’s authorised representative must notify RV’s authorised representative in writing of such defect/s.

6.2 RV will investigate and, where necessary, remedy the defect at its own cost within 7 (seven) days of receiving notice from the Client in accordance with Clause 6.1, or within such other period as the parties may agree in writing to be reasonable in the circumstances.

6.3 If the Services or Deliverables remain defective or are still not in accordance with the Client’s requirements, then the Client may elect to either repeat the process set out in clauses 6.1 and 6.2, or it may terminate the Services.

6.4 If any dispute arises between the parties regarding the quality of the Services provided by RV, or in respect of any defect reported by the Client, and the dispute cannot be resolved between the parties themselves, then they will comply with the procedure set out in clause 29.

7. Change control

7.1 It is understood by the parties that changes may need to be made to the nature, scope, and timing of the Services set out in the Letter of Engagement (“the Change”).

7.2 If a change as set out in clause 8.1 needs to be made RV will first investigate the likely impact of the Change to the Services in question and/or to the nature, scope, and timing of the Services to be provided, any previously agreed pricing or costs, timeframes or any other material matters, and will provide the Client with a report in this regard.

7.3 No change will be effected until such time as the Client has approved and signed off a new (or amended) Letter of Engagement, provided that the Client’s approval may not be unreasonably withheld.

7.4 If a change is not accepted by the Client, then RV will where possible, continue to render the services in terms of the existing Letter of Engagement, provided that it will not be liable for any defect or failure in the services performed which could have been avoided if the necessary change had been accepted by the Client.

7.5 If RV is no longer able to continue to render the services as set out in the existing Letter of Engagement, the provisions of clause 22 (force majeure) will become applicable.

8. Undertakings by RV

8.1 RV shall:

8.1.1 not make, or purport to make, any representation, warranty or undertaking or otherwise act or purport to act in any manner that may be binding on the Client, unless it has the prior written consent to do so;

8.1.2 not act or make any statement or otherwise behave in a manner that is reasonably likely to result in any loss, harm, or prejudice to the Client;

8.1.3 not subcontract the performance, in whole or in part, of any of its obligations under this agreement to any other party unless it has the prior written consent of the Client to do so, provided such consent is not unreasonably withheld by the Client;

8.1.4 provide the Client with regular reports on the status of the Services in the manner and format prescribed in the Letter of Engagement, or otherwise as and when reasonably requested to do so by the Client;

8.1.5 act in all respects in good faith towards the Client, and shall promote and safeguard the interests of the Client for the duration of this Agreement to the best of its abilities;

8.1.6 immediately disclose to the Client all facts and circumstances which may come to RV’s notice and which may affect, whether favourably or adversely, the interests of the Client;

8.1.7 not accept any additional fees, benefits, gifts, rewards or any other financial benefit or inducement directly from the Client, any of its Personnel, or any other third party for services performed in terms of this agreement, unless otherwise agreed in writing between the parties.

9. Allocation of Personnel

9.1 RV will be entitled, in its sole discretion, to allocate such suitably qualified Personnel to provide the Services in terms of this Agreement.

9.2 If the Client requests the replacement of any Personnel allocated by RV, it shall furnish RV’s Authorised Representative with its reasons for the request in writing. RV will consider such a request and may, in its sole discretion, accept or reject the Client’s request.

9.3 Should the client make a request in accordance with Clause 9.2 and RV accept this request, it shall allocate replacement Personnel with the same knowledge, skill, and expertise to provide the same Services. RV shall be entitled to charge additional fees should it be necessary to procure new Personnel who charge higher rates to provide the services.

9.4 RV shall not be penalised for any delays which are a direct result of any replacement of Personnel requested by the Client.

9.5 All Personnel allocated by RV shall remain under its direct control and supervision, provided that while such Personnel is at any Site, RV will ensure that its Personnel:

9.5.1 comply with the security and health and safety regulations, and other policies of the client in force at such Site from time to time;

9.5.2 behave in a courteous, professional, and appropriate manner; and

9.5.3 comply with the reasonable instructions and requirements of the Client at such Site;

9.5.4 will not act or make any statement or otherwise behave in any manner that is reasonably likely to result in any prejudice to the Client.

10. Fees and Payment

10.1 As consideration for the services rendered by RV from time to time, the Client shall pay the Fees to RV.

10.2 Such Fees will either be based on an agreed hourly rate, fixed monthly fee, or fixed fee in respect of specific agreed Deliverables, as set out in the Letter of Engagement.

10.3 Time-based fees will be based on the actual productive time spent by RV’s Personnel, as recorded in monthly timesheets and invoices submitted, and will be calculated according to the hourly rates agreed to between the parties, taking into account the complexity of the work and the skill, expertise, and knowledge required, and will be in line with the allocated hours per task or deliverable as stated in the Letter of Engagement.

10.4 All amounts due to RV must be paid by the Client within 10 days of receipt of a VAT invoice from RV.

10.5 Payment must be made by the Client to RV by electronic fund transfer (“EFT”) into RV’s Designated Bank Account. Payment will only be deemed to have been received by RV once it reflects in its bank account.

10.6 If the Client fails and/or refuses to pay any amount due to RV on the due date, then RV reserves the right to:

10.6.1 suspend and/or stop providing services to the Client if any amount owing remains unpaid; and/ or

10.6.2 charge interest on the overdue amount at the Interest Rate, calculated from the date that payment was due to the date payment is finally made, both days included.

10.7 The Client may, on reasonable notice, inspect RV’s timesheets and records pertaining to any fees charged to the Client. If it is confirmed that the Client has been over-charged, RV shall pay back the overpaid amount.

10.8 Unless otherwise expressly agreed between the parties, the fees invoiced to the Client by RV will not include any disbursements or expenses paid by RV to third parties on the Client’s behalf relating to the Services performed under the terms of this agreement and any relevant Letter of Engagement. The Client will refund any amounts paid by RV for any such disbursements or expenses on demand.

10.9 The Client will not be liable for any fees and/or expenses incurred by RV which have not been approved by a duly authorised representative of the Client beforehand, or which are not reasonable in the circumstances.

10.10 Invoices submitted by RV shall be in the format and contain the particulars required by law, including the following:

10.10.1 an invoice date (the date on which the invoice is issued);

10.10.2 a description of the services rendered and/or work performed;

10.10.3 the period to which the invoice pertains;

10.10.4 the hours worked by RV’s Personnel during that period, which corresponds with the relevant timesheets approved by the Client;

10.10.5 the applicable hourly rate or agreed fixed fee;

10.10.6 the total amount owed by the Client.

10.10.7 Acceptance of the Fee by RV will be without prejudice to any claims or rights which RV may have against the Client and will not constitute any admission by RV under this Agreement.

11. Undertakings by Client

11.1 The Client shall:

11.1.1 provide ongoing assistance, input, support, and full co-operation to the extent required by RV to enable it to provide the Services and fulfill its obligations under this Agreement;

11.1.2 provide RV with clear instructions and/or a clear brief setting out its specific requirements and expectations for Services to be rendered by RV under this Agreement;

11.1.3 meet regularly with RV to ensure that the Services provided are satisfactory and provide value to the Client;

11.1.4 provide RV with all decisions and approvals required, and execute any and all documents and Agreements presented by RV as soon as is reasonably possible so as not to delay or impede the performance of the Services;

11.1.5 make available its own Personnel, who are suitably qualified and duly authorised, to assist and co-operate with RV’s Personnel where necessary to enable RV to provide the Services;

11.1.6 notify RV’s authorised representative as soon as reasonably possible of any issues, concerns, or disputes with respect to the Services rendered;

11.1.7 comply with all Applicable Laws when performing its obligations and exercising its rights under this Agreement;

11.1.8 be responsible for the accuracy and completeness of all Client Material provided to RV for the purposes of providing the Services; and

11.1.9 demonstrate a cooperative attitude towards RV and its Personnel and act in good faith to assist in the attainment of the specified objectives of the Services undertaken by RV on the Client’s behalf.

12. Confidentiality

12.1 Except as required by law, both parties shall ensure that all Confidential Information disclosed by one party (the ‘’disclosing party’’) to the other (‘’the receiving party’’) in accordance with this Agreement or which has come or may come to the Receiving Party’s knowledge possession or control during or in connection with this Agreement shall not be used for any purposes other than those required or permitted by this agreement and shall remain confidential and shall not be directly or indirectly disclosed to any third party except insofar as this may be required for the proper operation of this agreement and then only under appropriate confidentiality provisions approved by the Disclosing Party.

12.2 The Receiving Party may only disclose the Confidential Information to its Personnel when reasonably necessary, and only if such representatives, officers, and employees are bound by no less stringent confidentiality and non-disclosure undertakings as those contained in this Agreement, or they have agreed in writing to be bound by the terms and conditions of this Agreement before any disclosure to them is made.

12.3 The Receiving Party will not process and/or use the Confidential Information disclosed to it for any purpose other than the purposes permitted by this Agreement.

12.4 The Receiving Party acknowledges and agrees that the unauthorised or unlawful disclosure, processing, or use of the Confidential Information may cause irreparable loss, harm, and damage to the Disclosing Party, and so it indemnifies the disclosing party against any loss, action, expense, claim, harm or damage, suffered or sustained by the Disclosing Party resulting from the unauthorised or unlawful disclosure or use of the Confidential Information by the receiving party or any of its Personnel to whom disclosure is made in terms of this Agreement.

12.5 The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for the unauthorised or unlawful use or disclosure of the Confidential Information and agrees that the disclosing party will be entitled to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without waiving any of its other rights or remedies.

12.6 Any material which comes into the possession of the Receiving Party during the existence of this Agreement or at any time thereafter:

12.6.1 will be deemed to form part of the Confidential Information of the Disclosing Party;

12.6.2 will remain the property of the Disclosing Party;

12.6.3 will not be copied, published or circulated by the receiving party without the prior written consent of the Disclosing Party;

12.6.4 will be returned to the Disclosing Party on request, and no copies or extracts from such material will be retained by the Receiving Party.

12.7 The Receiving Party will protect the Disclosing Party’s Confidential Information by applying the same standard of care that it applies to protecting its own Confidential Information.

12.8 The Receiving Party will secure Confidential Information in its possession or under its control by taking appropriate, reasonable technical and organisational measures to prevent unauthorized access to, or disclosure of such Confidential Information, having due regard to the sensitivity of the Confidential Information and to generally accepted information security practices and procedures which may be applicable from time to time.

12.9 The Disclosing Party may at any time request the Receiving Party to confirm what Confidential Information belonging to the Disclosing Party it has in its possession or under its control, and to confirm the identities of those employees, agents, representatives or other third parties who have had access to the Confidential Information.

12.10 The Disclosing Party may inspect any premises occupied or under the control of the Receiving Party, or any storage media in the Receiving Party’s possession or under its control, to check and ensure that adequate security measures are in place to safeguard the Disclosing Party’s Confidential Information which is in the Receiving Party’s possession or under its control.

12.11 Where the Receiving Party has reasonable grounds to believe that the Confidential Information of the Disclosing Party has been accessed or acquired by any unauthorised person, the Receiving Party, or any third party under the authority of the Receiving Party, must notify the Disclosing Party, in writing, as soon as reasonably possible, of the compromise.

12.12 The Receiving Party must communicate the notice outlined in Clause 12.11 to the Disclosing Party in the quickest possible way either by e-mail to the Disclosing Party’s last known e-mail address or by fax to the Disclosing Party’s last known fax number.

12.13 The notification must provide the Disclosing Party with sufficient information to allow it to take protective measures against the potential consequences of the compromise, including, if known to the receiving party, the identity of the unauthorised person who may have accessed or acquired the Confidential Information.

12.14 The Disclosing Party may make a written request to the Receiving Party to return any material containing or relating to Confidential Information, and may, after the return of such material, require the Receiving Party to certify in writing that it has not retained in its possession, or under its control, either directly or indirectly, any such material.

12.15 Alternatively, the disclosing party may make a written request to the receiving party to expunge Confidential Information from any hardware, software, word processor, filing system, or other media into which it was entered or programmed, and destroy any material containing or relating to confidential information. The Disclosing Party may also request that the Receiving Party certify in writing that all Confidential Information and/or material containing or relating to Confidential Information has been expunged and destroyed as the case may be.

12.16 The Receiving Party will also ensure that all material containing Confidential Information of the Disclosing Party which has been disclosed to any third party (including the representatives, offices, and employees of the Receiving Party) in the performance of this Agreement and any Letter of Engagement is also returned, expunged or destroyed, as the case may be.

12.17 The obligations of the receiving party under this Agreement will not apply to any information that:

12.17.1 is already known to the Receiving Party or is already in its possession before such information was disclosed to it by the Disclosing Party;

12.17.2 is or becomes publicly known without any breach of this Agreement taking place;

12.17.3 is developed independently by the Receiving Party in circumstances that do not amount to a breach of this Agreement and without reference to the Confidential Information of the Disclosing Party, and only if the Receiving Party can, on request, provide sufficient contemporaneous evidence that such development took place independently;

12.17.4 was received by the Receiving Party from a third party who is not bound by any contractual, legal, fiduciary or other duty of confidentiality and non-disclosure to the disclosing party;

12.17.5 is disclosed by the Receiving Party to satisfy the order of a court of competent jurisdiction or to comply with provisions of any law or regulations in force from time to time, provided that in these circumstances, the receiving party must advise the Disclosing Party in writing before any disclosure is made to enable the Disclosing Party to take the necessary steps to protect its interests; and the Receiving Party must only disclose that portion of the information which it is legally required to disclose.

12.18 The Receiving Party will have the onus of proving that the provisions of clause 12.17 are applicable.

13. Data Protection

13.1 RV acknowledges that, in order for the Client to enter into and perform its obligations under this Agreement, the Client will need to be provided with certain personal data relating to the Individual that the Client will process in accordance with the Client’s data protection privacy notice that will be issued to the Individual.

13.2 Unless otherwise expressly stated in this Agreement:

13.2.1 the RV’s obligations and the Client’s rights and remedies under this clause 17 are cumulative with, and additional to, any other provisions of this Agreement; and

13.2.2 this clause 13 shall prevail over any other provision of this Agreement in the event of any conflict. 13.3 The parties agree that the Client is a Controller and that RV is a Processor for the purposes of processing Protected Data pursuant to this Agreement. The RV shall and shall ensure its Sub-Processors and each of the RV Personnel shall, at all times comply with all Data Protection Laws in connection with the processing of Protected Data and the provision of the Services and shall not by any act or omission cause Client (or any other person) to be in breach of any of the Data Protection Laws. Nothing in this Agreement relieves the RV of any responsibilities or liabilities under Data Protection Laws.

13.4 RV and its Personnel shall process Personal Data in accordance with Schedule 1 of the relevant Letter of Engagement.

13.5 RV shall indemnify and keep indemnified the Client against:

13.5.1 all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, sanctions, expenses, compensation paid to Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by RV of its obligations under this clause 13; and

13.5.2 all amounts paid or payable by the Client to a third party which would not have been paid or payable if RV’s breach of this clause 13 had not occurred.

13.6 The RV shall only process (and shall ensure RV Personnel only process) the Protected Data in accordance with clause 13, this Agreement and the Client’s written instructions from time to time except where otherwise required by Applicable law (and in such a case shall inform the Client of that legal requirement before processing, unless Applicable law prevents it doing so on important grounds of public interest).

The RV shall immediately inform the Client if any instruction relating to the Protected Data infringes or may infringe any Data Protection Law.

13.7 The RV shall at all times implement and maintain appropriate technical and organisational measures to protect Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such technical and organisational measures shall be at least equivalent to the technical and organisational measures set out in Schedule 1 Part 2 and shall reflect the nature of the Protected Data.

13.8 The RV shall:

13.8.1 not permit any processing of Protected Data by any agent, subcontractor or other third party (except its own employees that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the prior specific written authorisation of that Sub-Processor by the Client and only then subject to such conditions as the Client may require;

13.8.2 ensure that access to Protected Data is limited to the authorised persons who need access to it to supply the Services;

13.8.3 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a binding written contract containing the same obligations as under this clause 20 in respect of Protected Data that is enforceable by RV and ensure each such Sub-Processor complies with all such obligations;

13.8.4 remain fully liable to the Client under this Agreement for all the acts and omissions of each Sub-Processor and each of RV Personnel as if they were its own; and

13.8.5 ensure that all persons authorised by RV or any Sub-Processor to process Protected Data are reliable and:

13.8.5.1 adequately trained on compliance with this clause 20 as applicable to the processing;

13.8.5.2 informed of the confidential nature of the Protected Data and that they must not disclose Protected Data;

13.8.5.3 subject to a binding and enforceable written contractual obligation to keep the Protected Data confidential; and

13.8.5.4 provide relevant details and a copy of each agreement with a Sub-Processor to the Client on request.

13.9 The RV shall (at its own cost and expense):

13.9.1 promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as the Client may require in relation to the fulfilment of the Client’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws); and

13.9.2 provide such information, co-operation and other assistance to the Client as the Client reasonably requires (taking into account the nature of processing and the information available to RV) to ensure compliance with the Client’s obligations under Data Protection Laws, including with respect to:

13.9.2.1 security of processing;

13.9.2.2 data protection impact assessments (as such term is defined in Data Protection Laws);

13.9.2.3 prior consultation with a supervisory authority regarding high risk processing; and

13.9.2.4 any remedial action and/or notifications to be taken in response to any Personal Data Breach and/or any complaint or request relating to either party’s obligations under Data Protection Laws relevant to this Agreement, including (subject in each case to the Client’s prior written authorisation) regarding any notification of the Personal Data Breach to supervisory authorities and/or communication to any affected Data Subjects

13.10 The RV shall (at no cost to the Client) record and refer all requests and communications received from Data Subjects or any supervisory authority to the Client which relate (or which may relate) to any Protected Data promptly (and in any event within two Business days of receipt) and shall not respond to any without the Client’s express written approval and strictly in accordance with the Client’s instructions unless and to the extent required by law.

13.11 The RV shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written consent of the Client (which may be refused or granted subject to such conditions as the Client deems necessary).

13.12 The RV shall maintain complete, accurate and up-to-date written records of all categories of processing activities carried out on behalf of the Client. Such records shall include all information necessary to demonstrate its and the Client’s compliance with this clause 13, the information referred to in Articles 30(1) and 30(2) of the GDPR and such other information as the Client may reasonably require from time to time. The RV shall make copies of such records available to the Client promptly (and in any event within three Business days) on request from time to time.

13.13 The RV shall (and shall ensure all Sub-Processors shall) promptly make available to the Client (at RV’s cost) such information as is reasonably required to demonstrate RV’s and the Client’s compliance with their respective obligations under this clause 13 and the Data Protection Laws, and allow

for, permit and contribute to audits, including inspections, by the Client (or another auditor mandated by the Client) for this purpose at the Client’s request from time to time. The RV shall provide (or procure) access to all relevant premises, systems, personnel, and records during normal business hours for the purposes of each such audit or inspection upon reasonable prior notice (not being more than two Business Days) and provide and procure all further reasonable co-operation, access, and assistance in relation to any such audit or inspection.

13.14 The RV shall promptly (and in any event within 24 hours):

13.14.1 notify the Client if it (or any of its Sub-Processors or the Seller Personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Protected Data; and

13.14.2 provide all information as the Client requires to report the circumstances referred to in clause 13.1 to a Supervisory Authority and to notify affected Data Subjects under Data Protection Laws.

13.15 The RV shall (and shall ensure that each of the Sub-Processors and RV Personnel shall) without delay (and in any event within two days), at the Client’s written request, either securely delete or securely return all the Protected Data to the Client in such form as the Client reasonably requests after the earlier of:

13.15.1 the end of the provision of the relevant Services related to processing of such Protected Data; or

13.15.2 once processing by RV of any Protected Data is no longer required for the purpose of RV’s performance of its relevant obligations under this Agreement and securely delete existing copies (except to the extent that storage of any such data is required by Applicable law and, if so, RV shall inform the Client of any such requirement).

13.16 This clause 13 shall survive termination or expiry of this Agreement for any reason.

13.17 The RV shall perform its obligations under this clause 13 at no cost to the Client.

14. Intellectual property rights

14.1 The Intellectual Property Rights in the Work will always remain with RV and the Client will always consume the output of Realview360 as a service.

14.2 The Client will retain all rights in any Client data provided to RV or its Personnel in accordance with the Agreement.

15. Non-solicitation

15.1 In order to protect the legitimate business interests of RV, the Client shall not, during the term of this Agreement, or for a period of 18 (eighteen) months after the Termination Date either directly or indirectly, by or through itself, its affiliate, its agent or otherwise, or in conjunction with its affiliate, its agent or otherwise, whether for its own benefit or for the benefit of any other person:

15.1.1 solicit, entice or induce, or endeavour to solicit, entice or induce, any Restricted Person of the other party with a view to employing or engaging the Restricted Person, or

15.1.2 employ or engage, or offer to employ or engage a Restricted Person of the other party without the prior written consent of RV.

15.2 Notwithstanding clause 15.1 the Client may employ or engage any Restricted Person of RV who has responded directly to a bona fide recruitment drive either through a recruitment agency engaged by the relevant party or via an advertisement placed publicly by the relevant party (either in the press, social media, online or in trade and industry publications).

15.3 In the event of a breach of clause 15.1 which results in a Restricted Person leaving RV and being employed or engaged by the Client, the Client shall pay to the RV by way of liquidated damages an amount equivalent to 150% (one hundred and fifty percent) of that Restricted Person’s gross annual salary or consultant’s fees for the preceding financial year, or part thereof, if the Restricted Person has not worked a full year yet, to RV.

15.4 The provisions in clause 15.3 shall be without prejudice to a party’s ability to seek damages or claim injunctive relief.

16. Relationship between the parties

16.1 The parties are independent contractors and principals in their own right.

16.2 Neither party shall act as the agent of the other, nor shall either party have any authority, or represent that it has any authority, to bind the other.

16.3 Nothing in this agreement shall be construed as constituting a temporary employment service

16.4 Nothing in this agreement shall be construed as creating a partnership or joint venture between the parties.

17. Non-exclusivity and conflicts of interest

17.1 Nothing in the agreement shall be construed as precluding or limiting in any way RV’s right to provide services to any other person.

18. Marketing and Announcements

18.1 Neither party shall issue any press release or release any marketing or advertising or other promotional literature or make any public announcement or statement in each case relating to or connected with or arising out of this Agreement without obtaining the prior written consent of the other party.

18.2 The Client hereby consents to the use by RV of its name and a general description of the services provided in terms of this agreement in any website, proposals, or marketing material which RV may create, publish and distribute from time to time.

19. Limitation of Liability

19.1 The extent of RV’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract, or n any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this Clause 19.
19.2 Subject to Clauses 19.3 and 19.5:

19.2.1 RV’s total liability, whether in contract, delict or otherwise, under or in connection with this agreement, shall not exceed in aggregate an amount equal to the total fees paid to RV by the Client during the previous 6 (six) month period, or part thereof, as the case may be;

19.2.2 RV shall not be liable for consequential, indirect or special losses; and

19.2.3 RV shall not be liable for the following (whether direct or indirect):

(a) loss of profit;
(b) loss of data;
(c) loss of use;
(d) loss of production;
(e) loss of contract;
(f) loss of opportunity; and.
(g) harm to reputation or loss of goodwill.

19.3 The limitations of liability set out in Clause 19.2 shall not apply in respect of any indemnity given by RV under this Agreement or in respect of breach of clause 15 (non-solicitation).

19.4 Except as expressly stated in this Agreement, and subject to Clause 19.5, all warranties and conditions whether express or implied by statute, common law, or otherwise are excluded to the extent permitted by law.

19.5 Notwithstanding any other provision of this Agreement, RV’s liability shall not be limited in any way in respect of the following:

19.5.1 Death or personal injury caused by negligence;

19.5.2 Fraud or fraudulent misrepresentation; and

19.5.3 Any other losses which cannot be excluded or limited by applicable law.

19.6 The Client acknowledges and agrees that:

19.6.1 the allocation of risk arising from the performance of services by RV in terms of this agreement is properly reflected in the fees payable;

19.6.2 it is not within RV’s control how and for what purpose any Deliverables provided to the Client are used; and

19.6.3 it must rely on its own insurance arrangements and other resources to bear or recover any loss for which RV is not liable.

20. Indemnity

20.1 Each party (‘’the Indemnifying Party’’) indemnifies the other, including its directors, officers, Personnel employees, subcontractors, service providers, and clients (‘’the Indemnified Parties’’), harmless against all costs, claims, damages, expenses, losses, liabilities and penalties incurred or sustained in consequence of any grossly negligent or deliberate misconduct on the part of the Indemnifying Party in the performance of its obligations and/or the exercise of its rights in terms of this Agreement.

20.2 An Indemnified Party shall immediately notify the Indemnifying Party, in writing, should it receive notice of any claim and/or proceedings instituted by a third party against it in respect of any of the matters for which it has been indemnified by the Indemnifying Party in terms of clause 20.1.

20.3 The Indemnifying Party shall, entirely at his own cost and expense, defend any such third party claim or proceedings, and the Indemnified Party shall provide all reasonable assistance if so required.

20.4 The Indemnifying Party’s obligation to indemnify the Indemnified Parties under this clause shall survive the termination of this agreement for any reason whatsoever.

21. No warranties

21.1 Except for any warranties expressly stated in this agreement, RV hereby excludes and disclaims all warranties in relation to the services provided in terms of this Agreement from time to time, whether expressed or implied, statutory or otherwise.

22. Force Majeure

22.1 If any Force Majeure event causes delays in or failure or partial failure of performance by a party of all or any of its obligations hereunder, this Agreement, or as the case may be, the affected portion thereof, shall be suspended for the period during which the force majeure prevails.

22.2 If the Force Majeure affects any material part of the agreement for a period of 60 (sixty) days or more, then either party shall be entitled on 10 (ten) days written notice to the other party to cancel this Agreement.

22.3 In the event of the cancellation of this Agreement as contemplated in clause 22.2, each party shall bear their own losses and/or damages.

23. Assignment

23.1 Subject to clause 24.3., neither party shall assign or in any manner transfer, or purport to assign or transfer, this agreement or any of its rights and obligations under this agreement, or any part hereof, to a third party, without the prior written consent of the other party, which consent shall not be unreasonably withheld.

23.2 Any purported assignment or transfer by a party in contravention of this clause shall be void.

23.3 Notwithstanding the provisions of clause 24.1, a party shall be entitled to cede and assign all rights and obligations in terms of this agreement to an Affiliate without the prior written consent of the other party, provided that it shall notify the other party of such event within a reasonable time of such event occurring.

24. Termination

24.1 Each party shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by written notice to the other party (‘’the Defaulting Party) if:

24.1.1 the Defaulting Party commits a breach of its obligations under this agreement and either such breach is incapable of remedy or if the breach is remediable the Defaulting Party has failed to remedy such breach within 10 (ten) days after receiving written notice requiring it to remedy such breach; or24.1.2 the Defaulting Party experiences an insolvency event; or

24.1.3 the Defaulting Party allows a civil judgment to be entered against it and fails to pay the amount of such judgment within 10 (ten) business days after the date on which the judgment became final (in the sense that the Defaulting Party has exhausted all avenues for appeal, review or rescission open to it).

24.2 Any termination of this Agreement in terms of clause 25.1 shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision of this agreement which is expressly or by implication intended to come into force or continue in force on or after that termination. In particular, RV will be entitled to be paid any fees for services rendered but not invoiced for prior to the date of termination.

24.3 Either party may terminate, without cause and at its sole discretion, this Agreement at any time by providing the other party with 90 (ninety) days prior written notice of its intention to terminate

24.4 In the event that this agreement is breached by either party, the Defaulting Party shall reimburse the other party for all costs incurred in enforcing its rights under this agreement, including legal costs on the attorney and client scale, collection commission, VAT and tracing agents fees, where applicable.

25. Consequences of termination

25.1 If this Agreement is terminated in whole or in part for any reason, then:

25.1.1 RV shall co-operate fully with the Client to ensure an orderly migration of any active engagement or project, to a new service provider if requested by the Client to do so and RV will be entitled to charge the Client a reasonable fee for any time spent at its usual hourly rates in force at the Termination Date; 25.1.2 the Client shall pay RV for all work performed up until the Termination Date;

25.1.3 each party shall return and make no further use of any Confidential Information, documentation, property, materials, and other items (and all copies of them) belonging to the other party and, if instructed by the other party to do so, shall destroy or otherwise dispose of any such Confidential Information, documentation, property, materials or other items in its possession and shall provide the other party with proof that it has done so; and

25.1.4 the accrued rights of the parties at the Termination Date, or the continuation after termination of any provision of this agreement which is expressly stated to survive termination, shall not be affected or prejudiced.

26. Dispute Resolution

26.1 In the event of any dispute arising between the parties relating to or arising out of this agreement, including the execution, interpretation, rectification, termination or cancellation of this agreement either party may declare such dispute by written notice to the other party.

26.2 The parties shall then, within 7 (seven) days of the written notice of declaration of the dispute, hold a meeting attended by a director of each party in an attempt to settle the dispute.

26.3 Should the directors fail to reach a settlement within a further period of 7 (seven) days from the date of the meeting held in terms of clause 28.2, the said dispute shall be submitted to arbitration.

26.4 It is agreed that:

26.4.1 the tribunal shall consist of one arbitrator (who is to be a practicing barrister);

26.4.2 in default of the parties agreement as to the arbitrator, the appointing authority shall be the LCIA Chartered Institute of Arbitrators in London;

26.4.3 the seat of the arbitration shall be London;

26.4.4 the law governing this arbitration shall be English; and

26.4.5 the language of the arbitration shall be English.

26.5 Nothing in this clause shall preclude any party from seeking urgent relief in any Court having jurisdiction, pending the institution of appropriate proceedings for the enforcement of any rights under this agreement.

26.6 The arbitration must be conducted in a manner that the arbitrator considers appropriate in order to determine the dispute fairly and quickly, but must deal with the substantial merits of the dispute with the minimum of legal formalities. The parties are entitled to legal representation during the arbitration.

26.7 The parties undertake to keep the arbitration, including the subject matter of the arbitration and the evidence heard during the arbitration, confidential and not to disclose it to any third party.

26.8 The decision of the arbitrator shall, in the absence of manifest error, be final and binding on the parties to the arbitration and may be made an order of the Court at the instance of any party to the arbitration.

26.9 The provisions of this clause are separate and severable from the rest of this Agreement and, accordingly, shall remain in effect despite the termination or invalidity for any reason of this agreement.

27. Notices

27.1 Notices under this agreement shall be in writing and sent to a party’s registered office addresses set out on the first page of this Agreement or to the email address set out below.

27.2 Any notice given in terms of this agreement must be in writing and shall:

27.2.1 if delivered by hand be deemed to have been duly received by the addressee on the date of delivery;

27.2.2 if delivered by registered first-class post be deemed to have been duly received by the addressee 2 (two) days after it was sent;

27.2.3 if delivered by recognized courier service be deemed to have been received by the addressee on the 1st (first) business day following the date of such delivery by the courier service concerned; and

27.2.4 if transmitted by email be sent to tim@realview360.com in the case of RV, and in the case of Client the email address of the primary point of contact as noted in the Letter of Engagement and shall be deemed to have been received by the addressee 1 (one) business day after dispatch.

27.3 Despite anything to the contrary contained in this Agreement, a written notice or communication actually received by one of the parties from the other is deemed to be adequate written notice or communication to such party.

27.4 This clause does not apply to notices given in legal proceedings or arbitration

28. Entire Agreement

28.1 This Agreement constitutes the whole agreement between the parties relating to the subject matter hereof and supersedes all previous agreements, understandings, and arrangements between them, whether in writing or oral, in respect of its subject matter.

28.2 Each party acknowledges that it has not entered into this Agreement/ entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. Each party agrees it will have no remedy in respect of any representation or warranty that is not expressly set out in this Agreement.

28.3 No party shall have any claim for innocent or negligent misrepresentation based on any statement in this Agreement.

28.4 Nothing in this Agreement purports to limit or exclude any liability for any fraud.

29. Variation

29.1 No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement, and is duly signed or executed by, or on behalf of, each party.

30. Remedies and Waiver

30.1 Any remedy or right conferred upon the parties for breach of this Agreement will be in addition to and without prejudice to all other rights and remedies available to that party. No failure or delay by either party in exercising any remedy, right, power or privilege under or in relation to this Agreement will operate as a waiver of that or any other right, power, remedy, or privilege of the party nor will any single or partial exercise of any right, power, remedy or privilege preclude any other or further exercise of that or any other right, power, remedy or privilege.

31. Set off

31.1 Except as expressly set out in this Agreement, each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction, or withholding of any kind, save as may be required by law.

32. Severance

32.1 If at any time any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will, in any way, be affected or impaired.

33. Legal Expenses

33.1 Each party to this Agreement will be responsible for their own legal and other costs and expenses in connection with the negotiation, preparation, execution, and implementation of this Agreement.

34. Equitable Relief

34.1 Each party recognizes that nay breach or threatened breach of this Agreement and cause the other party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other arty, each party acknowledges and agrees that the other party is entitled to the remedies of specific performance, injunction, and other equitable relief without proof of special damages.

35. Third Party rights

35.1 The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement and no person other than RV and the Client will have any rights under it. For the avoidance of doubt, the terms of this Agreement may be varied, amended, or modified (whether in whole or in part) or this Agreement may be suspended, canceled, or terminated by Agreement in writing between the Client and RV or this Agreement may be rescinded in each case without the consent of any Third Party 35.2 For the purposes of this clause a ‘Third Party’ means any person who is not a party to this Agreement.

36. Governing Law

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

37. Jurisdiction

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