Terms and Conditions

LCS TERMS AND CONDITIONS – APRIL 2025

Lockdown Cyber Security Limited

Terms and Conditions

IT IS AGREED as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 In these terms and conditions (these "T&Cs"):

1.1.1 "Additional Services" means any services which LCS provides in addition to

the Services in accordance with Clause 5 as further detailed in the Quote or as

set out in a Request;

1.1.2 "Agreement" means the contract between LCS and the Client for the supply of

the Services comprising the Quote and these T&Cs;

1.1.3 "Applicable Law" means all applicable laws, statutes, regulations and codes

from time to time in force;

1.1.4 "Automatic Renewal Term" has the meaning given to it in Clause 10.2;

1.1.5 "Business Days" means a day other than a Saturday, Sunday or public holiday

in England when banks in London are open for business;

1.1.6 "Charges" shall have the meaning given to it at Clause 7.1;

1.1.7 "Client" means the party who signs the Quote to receive Services;

1.1.8 "Client Data" means the data inputted by the Client for the purpose of using the

Services and any data generated by, or derived from the Client's use of the

Services, whether hosted or stored within the Software or elsewhere;

1.1.9 "Client IP” means all Intellectual Property Rights, excluding any LCS

Intellectual Property Rights, owned, developed or licensed by or (on behalf of)

the Client (including all which is provided by (or on behalf of) the Client to LCS

in connection with the Services;

1.1.10 "Consultant" means the individual or individuals providing Professional

Services for the Client upon instruction by LCS as provided in the Quote;

1.1.11 "Commencement Date" means the commencement date set out in Quote;

1.1.12 "Completion Date" means the date falling twelve (12) months from the

Commencement Date as set out in Quote or as otherwise agreed:

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(a) in the Quote; and/or

(b) by any extension period(s) or Automatic Renewal Term unless this

Agreement is terminated in accordance with Clause 10;

1.1.13 "Consumer Price Index" means the Consumer Price Index published by the

Office for National Statistics or, if that index ceases for any reason to be

published in the United Kingdom, such other index issued or caused to be

issued from time to time by the UK Government as may commonly be used in

place of that index;

1.1.14 "Controller", "Processor" and "Personal Data" have the meanings as

defined in the Data Protection Laws;

1.1.15 "Data Protection Laws" means the Data Protection Act 2018 or any successor

legislation, and (for so long as and to the extent that the law of the European

Union has legal effect in the UK) the General Data Protection Regulation ((EU)

2016/679) and any other directly applicable European Union regulation relating

to privacy;

1.1.16 “EULA” means the end user licence agreement between the Software Provider

and the Client which is made available to the Client when accessing the

Software and any amendments to the same which are notified to the Client from

time to time;

1.1.17 "Force Majeure Event" shall have the meaning given to it in Clause 16;

1.1.18 "Initial Term" means the duration of the Agreement from the Commencement

Date up to and including the Completion Date plus any agreed extension

period(s) unless this Agreement is terminated in accordance with Clause 10;

1.1.19 "Insolvency Event" occurs when:

(a) a Party becomes unable to pay its debts as they fall due or the value of

its assets is less than the amount of its Liabilities taking into account its

contingent and prospective Liabilities;

(b) in relation to a Party a statutory demand is served, a receiver is

appointed or any insolvency procedure under the Insolvency Act 1986 is

instituted or occurs or notice of intention to institute such a procedure is

given;

proceedings in any member state of the European Union; or

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(d) any analogous demand, appointment or procedure is instituted or

occurs in relation to a Party elsewhere than in England and Wales,

1.1.20 "Intellectual Property Rights" means patents, rights to Inventions, copyright

and related rights, trade marks, trade names and domain names, rights in getup,

goodwill and the right to sue for passing off, rights in designs, rights in

computer software, database rights, rights to use, and protect the confidentiality

of confidential information (including know-how and trade secrets) and any

other intellectual property rights, in each case whether registered or

unregistered and including all applications and rights to apply for, and be

granted, renewals or extensions of, and rights to claim priority from such rights

and all similar or equivalent rights or forms of protection which subsist or will

subsist now or in the future in any part of the world;

1.1.21 "Inventions" means any invention, idea, discovery, development, improvement

or innovation made by a Consultant in connection with the provision of the

Professional Services, whether or not patentable or capable of registration, and

whether or not recorded in any medium;

1.1.22 "Liabilities" means each and every action, cost, claim, liability, expense or

demand whatsoever and howsoever arising, incurred or suffered by the relevant

party including without limitation all legal expenses and other professional fees

(together with any VAT thereon);

1.1.23 "LCS" means Lockdown Cyber Security Limited (Company No: 12455375)

whose registered address is at E-Innovation Centre, University Of

Wolverhampton Telford Innovation Campus, Priorslee, Telford, Shropshire,

England, TF2 9FT;

1.1.24 "LCS Personnel" means those staff, employees or personnel employed in any

capacity by LCS, any sub-contractor of LCS, or any third party otherwise

introduced, referred or made available by LCS to the Client in connection with

the provision of the Services (or any part of them) from time to time;

1.1.25 "LCS Services" means any LCS owned websites, platforms, content, products,

services, information and/or software supplied or licenced to the Client directly

by LCS;

1.1.26 "Materials" means any documents, materials, data or information in any form

(including without limitation software, computer programs, data, reports,

specifications and drafts) provided by LCS in connection with the Agreement;

1.1.27 "Quote" means a quote executed by both Parties pursuant to this Agreement

that sets forth the Charges, the Commencement Date, the Completion Date (if

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applicable), the Services, the Term, and other terms and conditions applicable

to the provision of the Services;

1.1.28 "Parties" means LCS and the Client and Party shall be construed accordingly;

1.1.29 "Professional Services" means training and consultancy services delivered by

a Consultant to the Client as more particularly set out in the Quote;

1.1.30 "Referral Fee" means the liquidated damages payable by the Client to LCS,

calculated by reference to the sum equal to 40% of the relevant fees payable by

the Client to LCS as part of the relevant Service;

1.1.31 "Request" means a request from the Client to LCS for the supply of Services

and/or Additional Services in accordance with Clause 5;

1.1.32 "Services" means;

(a) The making available of the Third Party Services; and/or

(b) Provision of the LCS Services

as more particularly set out in the Quote (or a Request, if agreed pursuant to

Clause 5);

1.1.33 "Site" means any location where LCS or LCS Personnel are to provide the

Services; and

1.1.34 "Software" means the online, delivered or other software applications provided

by a Software Provider to the Client as more particularly set out in the Quote;

1.1.35 "Software Provider" means the third-party company or organisation identified

as such in the Quote who is to provide the Software to the Client upon

instructions from LCS;

1.1.36 "Term" means the Initial Term as set out in the Quote plus any Automatic

Renewal Term unless this Agreement is terminated in accordance with Clause

10;

1.1.37 "Third Party Services" means the Software and Professional Services and

other any third party owned websites, platforms, content, products, services,

information and software made available to the Client upon the instruction of

LCS;

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1.1.38 "Third Party Agreements" means any terms in respect of the Client's use of

Third Party Services, including, without limitation, the EULAs, terms of service,

intellectual property restrictions, and privacy policies;

1.2 The headings in these T&Cs are inserted for convenience only and shall not affect the

interpretation or construction of this Agreement.

1.3 Words imparting the singular shall include the plural and vice versa. Words imparting a

gender include every gender and references to persons include an individual, company,

corporation, firm or partnership.

1.4 The words and phrases "other", "including" and "in particular" shall not limit the generality

of any preceding words or be construed as being limited to the same class as any

preceding words where a wider construction is possible.

1.5 All references in these T&Cs to Clauses are to the clauses to these T&Cs unless

otherwise stated.

2 QUOTE

2.1 These T&Cs shall apply to the Agreement, the Services and any Additional Services to the

exclusion of all other terms and conditions which the Client purports to apply under any

Quote, purchase order, document or which are implied by trade, custom, practice or

course of dealing. No terms and conditions endorsed on, delivered with or contained in a

Request, specification or other document shall apply to the Agreement simply as a result

of such document being referred to by the Client.

2.2 In the event of and only to the extent of any conflict or ambiguity between the Quote and

the T&Cs, the conflict shall be resolved in accordance with the following order of

precedence:

2.2.1 the Quote; and

2.2.2 the T&Cs.

2.3 Variations to the Agreement shall only be effective if agreed in writing by LCS and the

Client.

3 SERVICES

3.1 Subject to Clause 3.2, LCS agrees to;

3.1.1 use commercially reasonable endeavours to provide the Services;

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(a) in accordance with the Agreement;

(b) in accordance with Applicable Law; and

appropriately qualified and competent supplier experienced in carrying

out equivalent services or services of a similar size, scope, complexity

and value;

3.1.2 co-operate with the Client in all matters relating to the Services;

3.1.3 observe all health, safety and security requirements that apply to any Site (if

any) and that have been communicated to LCS; and

3.1.4 ensure that LCS Personnel are suitably qualified, adequately trained and

capable of providing the applicable Services in respect of which it is engaged.

3.2 LCS agrees to provide the Services provided that the Client:

3.2.1 ensures that all information which it provides to LCS, relevant to the Services or

otherwise (including without limitation any Client Data) is kept up-to-date,

complete, accurate and adequate;

3.2.2 co-operates with LCS in all matters relating to the Services;

3.2.3 provides access, for LCS, its agents, sub-contractors, consultants and

employees, to any Site (if any), in a timely manner (including but not limited to,

all security codes and passes for any Site);

3.2.4 does not do or omit to do anything which may cause LCS to lose any licence,

authority, consent or permission on which LCS relies for the purposes of

conducting its business;

3.2.5 complies with all Applicable Laws and regulation with respect to its activities

under this Agreement;

3.2.6 enters into any additional terms of use applicable to the LCS Services as

required by LCS.

3.3 Notwithstanding any other term of this Agreement, LCS shall not be treated as being in

breach of this Agreement and shall not have any liability to the Client under this

Agreement to the extent its performance of its obligations is prevented or delayed as a

result of the Client’s failure to comply with its obligations and/or any other act or omission

of the Client or its officers and employees.

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4 THIRD PARTY SERVICES

4.1 Third Party Services shall be licensed by the Client directly from third parties and the

Client's use of Third Party Services is governed by the terms of the respective Third Party

Agreements.

4.2 The Client acknowledges and agrees that LCS does not control and is not responsible for

the Third Party Services and has no obligations with respect to any Third Party Services.

4.3 LCS is not responsible for providing customer support with respect to any Third Party

Services, and LCS takes no responsibility for the actions or omissions of any Third Party

Service provider, the content, privacy practices or unavailability of any Third Party Service,

or any damages or losses caused or alleged to be caused by or in connection with the

Client's use of or interaction with any Third Party Services.

4.4 Warranties for Third Party Services will be governed by the applicable Third Party

Agreements. LCS is not responsible for any issues related to the performance, operation

or security of the Services that arise from Client Data or Third Party Services or any other

services provided by a third party to the Client.

4.5 The Client agrees and acknowledges that it is solely responsible for its compliance with

Third Party Agreements associated with receipt of the Third Party Services, and the

Client's failure to comply may result in the termination of its access to the Third Party

Services, and its inability to receive all or part of the Services.

4.6 The Client shall indemnify LCS against all losses, damages, penalties, costs and

expenses arising out of or in connection with any claim arising out of or in connection with

the Client's use of the Third Party Services and/or its failure to execute or abide by any

Third Party Agreements.

5 ADDITIONAL SERVICES

5.1 In the event that Additional Services are required, whether as a result of a Request from

the Client or as agreed between the Parties, LCS shall provide the Additional Services

subject to the parties entering into written confirmation of those services (including any

changes to the Charges) and the further provisions of this Clause 5. Any references to

Services in the Agreement shall be deemed to also apply to any Additional Services as the

context so requires.

5.2 Any quote for Additional Services issued by LCS is valid for a period of fourteen (14) days

only from its date (or such longer period as it may state), although LCS may withdraw a

quote at any time before it is accepted.

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6 NON-SOLICITATION

6.1 During the Term of the Agreement and for a period of twenty four (24) months after it ends

the Client shall not directly or indirectly solicit, contract with, receive any Services from,

offer to employ or remunerate any LCS Personnel.

6.2 In the event that the Client does contract with, receive any Services from, employ or

remunerate any LCS Personnel in contravention of Clause 6.1, the Client agrees to pay

LCS the Referral Fee on demand.

7 CHARGES AND PAYMENT

7.1 In consideration of the provision of the Services, LCS shall charge for the Services (the

Charges) by reference to the Quote. Unless otherwise stated all Charges quoted by LCS

are exclusive of VAT (or equivalent sales tax), which will be additionally payable by the

Client upon receipt of a valid VAT invoice.

7.2 LCS will invoice the Client at any time during a particular month for any Additional

Services provided or to be provided (where payment is required in advance) and for the

Services to be provided during the following month(s).

7.3 The Client shall pay LCS invoices within fourteen (14) days of the date of the invoice,

unless otherwise stated in the Quote.

7.4 LCS may increase its Charges during the Term:

7.4.1 if at any time its costs of supplying the Services increase as a consequence of:

(a) any change in Applicable Law provided always that no such increase

shall take effect unless LCS has provided at least one (1) month’s

written notice of the proposed increase and the change in law that

necessitates the increase; and/or

(b) a direct cost increase to LCS in providing the Services (including without

limitation where a service provider, contractor, sub-contractor,

consultant and/or agent involved in the provision of Services increases

its costs of supplying the Services);

7.4.2 on an annual basis with effect from each anniversary of the Commencement

Date in line with the percentage increase in the Consumer Prices Index from

the Commencement Date or last anniversary (as the case may be), and the first

such increase shall take effect on the first anniversary of the Commencement

Date and shall be based on the latest available figure for the percentage

increase in the Consumer Prices Index; and/or

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7.4.3 at its sole discretion on three (3) months written notice to the Client.

7.5 No payment shall be deemed to have been received until LCS has received it in full

cleared funds. The Client shall make all payments due to LCS without any deduction, by

way of set-off, counterclaim, discount, abatement or otherwise.

7.6 On termination or expiry of this Agreement for whatever reason, the Client shall pay to

LCS all sums payable to LCS and, in respect of Services supplied for which no invoice has

been submitted, LCS may submit an invoice, which shall be payable in accordance with

this Clause 7.

7.7 Without prejudice to any other rights or remedy that it may have, if the Client fails to pay

LCS in accordance with Clause 7.3, LCS may:

7.7.1 charge daily interest to the Client on any overdue amounts (whether formally

demanded or not) at the rate of two percent (2%) per month above the Bank of

England base lending rate for the time being in force, from the date when such

amounts were due until the date of payment (before as well as after any

judgment);

7.7.2 charge an administration fee and associated charges in respect of any

enforcement should the debt be passed to a collection agency.

8 SUSPENSION OF SERVICES

8.1 LCS reserves the right (acting reasonably and in good faith) to suspend all or any of the

Services without prejudice to LCS's or the Client's rights pursuant to Clause 10 if:

8.1.1 the Client is in breach of its obligation to pay the Charges;

8.1.2 the Client is in breach of any other of it's obligation under this Agreement; or

8.1.3 LCS (or its sub-contractor(s)) is obliged to comply with an order, instruction or

request of Government, Court, law enforcement agency or other competent

administrative or regulatory authority.

8.2 Subject to Clause 8.3, LCS will end any such suspension as soon as possible after the

event or circumstance requiring the suspension has ceased.

8.3 In the event that LCS suspends any Services as a result of the Client's non-payment

pursuant to Clause 8.1.1 above, LCS will reinstate the Services upon the Client having

paid all undisputed overdue sums (plus any applicable interest and reasonable reinstatement

costs incurred by LCS) to LCS where such breach relates to the Client's

failure to pay or late payment of Charges.

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8.4 Any suspension of the Services pursuant to this Clause 8 shall not constitute a waiver of

any of LCS's rights of termination.

8.5 Without prejudice or limitation to any of the Client's rights at law, suspension shall not

affect the Client's liability to pay any Charges and other amounts due to LCS under the

Agreement.

9 LIMITATION OF LIABILITY

9.1 Subject to Clause 9.1.2:

9.1.1 LCS's total aggregate liability to the Client, whether in contract, tort (including

negligence), breach of statutory duty, or otherwise, for all claims arising under

or in connection with this Agreement shall be limited to the total amount of

Charges paid by the Client to LCS under this Agreement in the 12 months

preceding the date the first liability giving rise to a claim arose; and

9.1.2 Neither Party to the Agreement will be liable to the other Party, whether in

contract, tort (including negligence), breach of statutory duty, or otherwise, for

any special, indirect or consequential losses including but not limited to:

(a) loss of bargain;

(b) loss of profit or loss of anticipated savings;

(d) loss of business or loss of business opportunity;

(e) loss of revenue;

(f) loss of use;

(g) loss of goodwill;

(h) loss of anticipated saving; and/or

(i) loss or corruption of data or information,

or for any other indirect or consequential loss or damage whatsoever or

however cause or arising.

9.2 Nothing in this clause 9 shall exclude or limit:

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9.2.1 the liability of either Party for death or personal injury resulting from its

negligence;

9.2.2 the liability of either party for fraud or fraudulent misrepresentation;

9.2.3 the Client's liability to pay the Charges;

9.2.4 the Client's liability under any indemnity provided to LCS under this Agreement.

9.3 In the event that any property of LCS, whether at the Site or otherwise, is damaged by the

Client or its service providers, contractors, subcontractors, consultants and/or agents in

the course of providing the Services, the Client shall indemnify LCS in full against all

liabilities, costs, expenses, damages and losses including any professional costs and

expenses) suffered or incurred by LCS arising out of or in connection with any such

damage to LCS's property.

9.4 Except as set out in these T&Cs, all warranties, clauses and other terms implied by statute

or common law are, to the fullest extent permitted by law, excluded from the Agreement.

10 TERM AND TERMINATION

10.1 This Agreement shall be deemed to have commenced on the Commencement Date set

out in the Quote and shall continue for the duration of the Initial Term unless and until

terminated earlier in accordance with the terms of this Agreement.

10.2 After the Initial Term, this Agreement shall be deemed renewed automatically each year

for an additional one (1) year period or such other period as set out in the Quote (an

Automatic Renewal Term) unless this Agreement is terminated earlier in accordance with

the terms of this Agreement.

10.3 Either Party may terminate the Agreement with immediate effect by notice if the other

Party:

10.3.1 is in material breach of the Agreement (and if such breach is remediable) fails

to remedy such breach within thirty (30) days of written notice requiring the

specified breach to be remedied; or

10.3.2 becomes subject to an Insolvency Event.

10.4 The Client may terminate the Agreement on the Completion Date or at the end of any

subsequent renewal term by giving LCS at least three (3) months' written notice prior to

the expiry of the Initial Term or any renewal term (as applicable).

10.5 LCS may terminate this Agreement at any time on thirty (30) days’ written notice.

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11 EFFECT OF TERMINATION

11.1 On the termination or expiry of this Agreement:

11.1.1 the Client will promptly return to LCS any property, or Materials provided by

LCS. If the Client fails to do so, then LCS may enter the Client's premises and

take possession of them. Until they have been delivered or returned, the Client

shall be solely responsible for the safe keeping of the property and/or Materials

in its possession and will not use them for any purpose not connected with this

Agreement;

11.1.2 LCS will promptly return to the Client any property or materials provided by the

Client; and

11.1.3 Each Party shall return or destroy (at the other Party's request) any confidential

information and shall certify to the other Party upon request that it has not

retained any copies of the other Party's confidential information.

11.2 If LCS provides any Services after the termination of the Agreement, then the Client shall

be liable to pay for them in accordance with Clause 7 save for the Charges shall be

calculated on a time and material basis at LCS's standard rates.

11.3 On termination or expiry of this Agreement for any reason the accrued rights of the Parties

as at termination or the continuation after termination of any provision expressly stated to

survive or implicitly surviving termination shall not be affected or prejudiced.

12 DATA PROTECTION & SECURITY

12.1 The Client expressly acknowledges that LCS may provide its affiliates, subcontractors and

third party service providers with access to Client Data and Client IP for the purpose of

providing the Services and otherwise fulfilling LCS obligations under the Agreement

12.2 LCS shall use commercially reasonable efforts to apply appropriate security procedures to

preserve the security and integrity of Client Data and prevent any unauthorised access to

Client Data by third parties.

12.3 Each Party agrees and acknowledges that for the purposes of the Data Protection Laws,

each Party is a data controller and shall comply with all applicable requirements of the

Data Protection Laws.

12.4 The Client shall indemnify LCS against all liabilities, costs, expenses, damages and losses

(including but not limited to any direct, indirect or consequential losses, loss of profit, loss

of reputation and all interest, penalties and legal costs (calculated on a full indemnity

basis) and all other reasonable professional costs and expenses) suffered or incurred by

LCS arising out of or in connection with the breach of the Data Protection Laws by the

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Client its employees or agents, provided that LCS gives to the Client prompt notice of such

claim, full information about the circumstances giving rise to it, reasonable assistance in

dealing with the claim and sole authority to manage, defend and/or settle it.

12.5 LCS may, at any time on not less than 30 (thirty) days’ notice, revise this clause 12 by

replacing it with any applicable controller to processor standard clauses or similar terms

adopted under the Data Protection Laws or forming part of an applicable certification

scheme (which shall apply when replaced by attachment to this Agreement).

13 CONFIDENTIALITY

13.1 Each Party undertakes that it shall not at any time disclose to any person any confidential

information concerning the business, assets, affairs, customers, clients or suppliers of the

other Party or of any member of the group of companies to which the other Party belongs,

except as permitted by clause 13.2.

13.2 Each Party may disclose the other Party's confidential information:

13.2.1 to its employees, officers, representatives, contractors, subcontractors or

advisers who need to know such information for the purposes of exercising the

Party's rights or carrying out its obligations under or in connection with this

Agreement. Each Party shall ensure that its employees, officers,

representatives, contractors, subcontractors or advisers to whom it discloses

the other Party's confidential information comply with this Clause 13; and

13.2.2 as may be required by law, a court of competent jurisdiction or any

governmental or regulatory authority.

13.3 No Party shall use any other Party's confidential information for any purpose other than to

exercise its rights and perform its obligations under or in connection with this Agreement.

13.4 This Clause 13 shall survive termination of this Agreement for any reason.

13.5 LCS agrees to use commercially reasonable to ensure that any third-party Software

Provider or Consultant shall agree and accept similar confidentiality provisions to this

Clause 13.

14 INTELLECTUAL PROPERTY

14.1 The Client shall retain ownership of all Intellectual Property Rights in and to the Client IP.

The Client grants to LCS a worldwide, non-exclusive, royalty-free, non-assignable and

revocable licence to use, copy and modify the Client IP solely for the purpose of providing

the Services and performing LCS's obligations under the Agreement.

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14.2 The Client acknowledges and agrees that LCS or its licensors own all Intellectual Property

Rights in the Services. Except as expressly stated in this Agreement, this Agreement does

not grant the Client any rights to, under or in, any patents, copyright, database right, trade

secrets, trade names, trade marks (whether registered or unregistered), or any other rights

or licences in respect of the Services.

14.3 Without prejudice to the right of the Client or any third party to challenge the validity of any

Intellectual Property Rights of the LCS, the Client shall not do or authorise any third party

to do any act which would or might invalidate or be inconsistent with any Intellectual

Property Rights of LCS and shall not omit or authorise any third party to omit to do any act

which, by its omission, would have that effect or character.

14.4 The Client acknowledges that any new Intellectual Property Rights that are created or

developed by LCS in connection with the Services shall vest on creation in LCS absolutely

and to the extent that they do not so vest the Client hereby assigns to LCS all such future

Intellectual Property Rights and all materials embodying these rights to the fullest extent

permitted by law. Insofar as they do not vest automatically by operation of law or under

this Agreement the Client holds legal title in these rights and inventions on trust for LCS.

14.5 The Client undertakes to execute all documents, make all applications, give all assistance

and do all acts and things, at the expense of LCS and at any time either during or after the

Term, as may, in the opinion of LCS, be necessary or desirable for LCS to obtain for itself

or its nominee the full benefit of clause 14.

15 INSURANCE

Without prejudice to its express obligations under this Agreement, LCS shall effect and

maintain with a reputable insurance company appropriate insurance policies providing an

adequate level of cover, at a minimum five hundred thousand pounds (£500,000) per

event, in respect of all risks which may be incurred by LCS arising out of its performance

of this Agreement, including death or personal injury, loss of or damage to property or any

other loss. LCS shall on reasonable request produce evidence satisfactory to the Client

that it is complying with its obligations under this Clause 14.1.

16 FORCE MAJEURE

16.1 If either Party is prevented or delayed in the performance of any of its obligations under

the Agreement (other than an obligation to pay money) due to circumstances outside its

reasonable control including, without limitation, COVID-19, acts of God, governmental

actions, war or national emergency, riot, civil commotion, acts of terrorism, fire, explosion,

flood, pandemic, epidemic or any disaster, lock-outs, strikes or other labour disputes

failures in utility supply, supplier failures, systems interruption, power surges, network

unavailability, equipment failures, virus attack and any comparable circumstances (Force

Majeure Event), it shall have no liability in respect of the performance of such of its

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obligations as are prevented by such circumstances whilst they continue and for such time

after they cease as is necessary for it, using all reasonable endeavours, to recommence

its affected operations in order for it to perform its obligations.

16.2 If either Party is prevented from performing its obligations under this Agreement for a

period of more than thirty (30) days the Party which is not first affected by the Force

Majeure Event may, without prejudice to any other rights, give notice to the affected party

to terminate this Agreement. In such circumstances the time for performance shall be

extended by a period equivalent to the period during which performance of the obligation

has been delayed or failed to be performed.

17 GENERAL

17.1 This Agreement is personal to the Client and the Client may not assign, transfer, subcontract

or dispose of all or any part of its rights or obligations under this Agreement

without LCS's prior written consent. LCS may at any time assign, transfer, sub-contract or

dispose of all or any part of its rights under this Agreement, provided that it gives written

notice to the Client.

17.2 The Agreement constitutes the entire agreement between the parties. Each Party

acknowledges and agrees that in entering into the Agreement, it has not and does not rely

on, and shall have no remedy in respect of, any statement, representation, warranty or

understanding (whether negligently or innocently made).

17.3 The failure or the delay by either Party in enforcing or partially enforcing any provision on

the Agreement will not constitute a waiver of any of its rights under the Agreement.

17.4 Any notice under the Agreement shall be in writing and sent (i) by first class post to the

correspondence address of the Party set out in the Quote or (ii) sent by email to the

address set out in the Quote (as such addresses may change from time to time as notified

by a party to the other Party).

17.5 Notices shall be deemed to have been received in the case of notice by hand, on delivery,

by post, on the second day after the day of posting and in the case of notice by email, on

receipt. Clause 17.4 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.

17.6 If any provision (or part of) of the Agreement is found to be wholly or partly unenforceable

it shall to the extent of such unenforceability be deemed severable and the remaining

provisions of the Agreement and the remainder of such provision (or part of) shall continue

in full force and effect with the minimum modification necessary to make it enforceable.

LCS TERMS AND CONDITIONS – APRIL 2025

17.7 Subject to Clause 17.1 neither Party intends any of the terms of the Agreement to be

enforceable by any third party pursuant to The Contracts (Rights of Third Parties) Act

1999.

17.8 The Agreement and these T&Cs shall be governed by and construed in accordance with

the laws of England, and the parties submit to the exclusive jurisdiction of the English

courts.

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