The Data Privacy Group Ltd (“DPG”)

Master Services Agreement

This Agreement includes any Schedules (including but not limited to DPG’s, Statement of Work (“SoW”), DPG Order Form or any other document (including any revised, varied and or amended versions) (“the Agreement”)

1. Definitions

1.1 In this Agreement the following words will have the following meaning and interpretation:
1.1.1 “Affiliate” means any corporation, firm, partnership, limited liability company or other entity, whether de jure or de facto, that directly or indirectly owns, is owned by, or is under common ownership with any such party to the extent of at least fifty percent (50%) of the equity having the power to vote on or direct the affairs of such party, and any person, firm, partnership, corporation, limited liability company or other entity actually controlled by, controlling, or under common control with such party.
1.1.2 “Agreement” means this Agreement and its Schedules together with any extension, modification and or alteration thereof.
1.1.3 “Business Day” means any day other than Saturday, Sunday and or a recognised bank or public or religious holiday in England or Wales.
1.1.4 “Confidential Information” means any information whatsoever in whatever form or format including but not limited to information in visual, oral, written, recorded and or electronic form and or format and including any drafts, templates or samples belonging or relating to either Party, its business affairs, its commercial purpose, its costs, charges and or fees which is not in the public domain and if either Party has marked such as confidential or proprietary, or has been described as confidential (either orally or in writing), or due to its character, substance or nature, a reasonable person in a similar position to its recipient and under comparable circumstances would treat it as confidential and or of a commercial sensitive nature.
1.1.5 “Customer” means the contracted party any of its employees, Directors and or agents.
1.1.6 “Customer’s Intellectual Property” means the patents, trademarks, trade secrets, services, products, tools, reports, scripts, sketches, diagrams, text, know-how, concepts, proofs of concepts, artwork, software, algorithms, methods, processes, identifier codes or other technology provided or developed by Customer (or a third party acting on Customer’s behalf) pursuant to any applicable SoW, including modifications, enhancements, improvements or derivative works of any of the foregoing, regardless of who first conceives or reduces to practice, and all intellectual property in any of the foregoing.
1.1.7 “Data Collection Tools” means automated discovery processes to populate metadata into a centralised and easily searchable data catalogue.
1.1.8 “DPG’s Intellectual Property” means the Services, products, Deliverables, Data Collection tools, reports, scripts, sketches, diagrams, text, know-how, concepts, proofs of concepts, artwork, software, algorithms, methods, processes, identifier codes or other technology provided or developed by DPG (or a third party acting on DPG behalf) pursuant to any applicable SoW, including modifications, enhancements, improvements or derivative works of any of the foregoing, regardless of who first conceives or reduces to practice, and all intellectual property in any of the foregoing.
1.1.9 “DPG Order Form” means the document which sets out the amount payable by the Customer to DPG for the Services as set out in a SoW.
1.1.10 “End User” means a person who ultimately uses or is intended to ultimately use a product or Service.
1.1.11 “Force Majeure” and or “Event of Force Majeure” means any event affecting the performance by a Party of their obligations, requirements and or responsibilities under this Agreement that is beyond that Party’s reasonable control including, without limitation to, any strikes, lock-outs or other industrial action affecting a third party, any terrorist action or threat of terrorist action, civil commotion, riot, crowd disorder, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, epidemic, pandemic or other natural physical disaster, any legislation, regulation, rule or ruling of a government, court or any competent authority, or failure of a utility service including but not limited to electric power, gas, water or telephone or communication service.
1.1.12 “Party” and or “Parties” includes any assignees, Affiliates, subcontractors of DPG and any successors in title of DPG and or the Customer.
1.1.13 “Pre-Existing Technology” means pre-existing intellectual property, Confidential Information and materials, including, without limitation, proprietary ideas, sketches, diagrams, text, know-how, concepts, proofs of concepts, artwork, software, algorithms, methods, processes, identifier codes or any other technology that are owned by a Party prior to commencement of any Services, or that are otherwise developed by or for such party outside the scope of the SoW.
1.1.14 “Services” means the data privacy-related consulting, products, and or services provided by DPG as set out in the Statement of Work.
1.1.15 “Software” means any software, scripts, workflows and webforms provided by The Data Privacy Group and listed in any applicable SoW
1.1.16 “Statement of Work” (“SoW”) means the scope and details of any Services to be provided by DPG to the Customer.
1.1.17 “VAT” means Value Added Tax as set out in the Value Added Tax Act 1994.
1.2 This Agreement may also contain additional defined terms which will be indicated by those words being contained in quotations (“ “) and all defined terms will be treated and interpreted as defined terms for the purposes of the applicability and enforceability and understanding of this Agreement.
1.3 In this Agreement:
1.3.1 The headings used are for convenience only and shall have no effect upon the interpretation or meaning of this Agreement.
1.3.2 Words importing the singular shall include the plural and vice versa.
1.3.3 Reference to any gender will include any gender.
1.3.4 References to the person includes any firm, company or other entity having legal personality and vice versa.
1.3.5 References to “writing” or “in writing” or “written” includes but is not limited to any communication effected by electronic or similar means.
1.3.6 Any reference, either expressly or by implication, to any statute, law, act of the U.K. parliament, statutory instrument, enactment, regulation, will also include any variation, amendment, modification, or replacement thereof.
1.3.7 The Schedules form part of this Agreement and will have effect as if they were set out in full in the body of this Agreement and any reference to this Agreement expressly includes the Schedules.

2. DPG Order Form and Statement of Work

2.1 The Customer may, upon and subject to final approval by DPG, purchase Services by signing a DPG Order Form. A Customer’s authorised representative will either sign (and seal, if applicable) or, in the case of electronic transmission, send the DPG Order Form for and on behalf of the Customer. The Customer entirely accepts and understands that the Order Form is subject to the terms of this Agreement and any applicable SoW.
2.2 A signed DPG Order Form will include a SoW reference together with project identification reference and will specify the Services to be provided by DPG to the Customer. The DPG Order Form will also set out the quantity, price, total purchase price, bill-to and ship-to addresses, tax exempt certifications (if applicable) and any other Customer specific instructions. For the express avoidance of any doubt no contingency, term and or condition added by the Customer to any DPG Order Form is binding upon DPG.
2.3 A SoW will be provided to the Customer by DPG for the Services to be provided to the Customer in the form as set out in Schedule 1 to this Agreement which will confirm the Services to be provided by DPG. During the operation of this Agreement the Parties may agree additional Services and or revised Services to be provided by DPG to the Customer and accordingly DPG will provide further and or revised SoW’s and DPG Order Forms to the Customer based on the agreed additional SoW’s and the agreed price for any additional Services.
2.4 The Customer entirely accepts and understands that in the event of any conflict between the DPG Order Form and the SoW and this Agreement then the terms of the SoW and the Agreement prevail, and any conflicting provisions of the DPG Order Form will be automatically revised to reflect the prevailing SoW and this Agreement.

3. Performance of Services

3.1. DPG may use appropriately qualified subcontractors to perform all or part of the Services provided to the Customer and for the avoidance of doubt any subcontractors engaged by DPG will be subject to the same confidentiality provisions placed on DPG under the terms of this Agreement and any such subcontractors shall be approved in advance in writing by Customer.
3.2. DPG is not responsible and or liable for any losses, damages, costs, demands and or legal claims whatsoever arising from the provision of any Services to End User beyond those expressly set out in any SoW.

4. Pricing

4.1 All prices stated in any DPG Order Form are exclusive of any taxes, fees, duties or other similar charges and the Customer agrees to pay in full, without offset and or deduction, any and all taxes related to the Services (other than taxes based on DPG’s net income) including but not limited to VAT at the prevailing rate or present an exemption certificate acceptable to any relevant taxation authorities.
4.2 DPG may invoice the Customer for applicable taxes as a separate item and the Customer expressly understands that DPG may, in its exclusive discretion, increase the prices set out in a SoW in the event that the Customer withholds payment of any tax obligations which thereby prevents DPG from receiving the full payment for the Services as set out in a SoW.

5. Payment and Invoicing

5.1. Payment
5.1.1 All DPG Order Forms are subject to credit approval by DPG however and for the avoidance of doubt the Customer accepts that DPG can withdraw such credit terms (including DPG’s standard payment terms) at any time during the provision of the Services in the event of any delayed and or partial payment due to DPG.
5.1.2 All payments due to DPG are strictly net thirty (30) days from the date of invoice (with time being of the essence) unless the Customer fails to pay any invoice by its due date whereupon DPG may request that all outstanding amounts and all future invoices are paid in full upon receipt and the Customer, by agreeing to this Agreement and accepting the provision of the Services, expressly consents to pay in full upon demand any invoice upon receipt in the event that they fail to pay in full any invoice from DPG within net thirty (30) days from its receipt. Unless otherwise agreed by DPG, all payments to DPG are to be made in the currency invoiced by DPG which shall be Great British Pounds (GBP), US Dollars (USD), Canadian Dollars (CND), Euros (EUR), or Australian Dollars (AUD). DPG are entitled to claim interest and statutory compensation on any undisputed sum not paid by the Customer in full within 30 days from the date of the invoice until the date of payment in full in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. In the event that the Customer does not pay in full any invoice amount to DPG by the due date and or any accrued interest on any late payments and DPG commences legal proceedings to recover any and all monies due and owing then the Customer, in addition to any invoice amount and any accrued and or accruing interest, entirely indemnifies DPG in respect of any and all legal costs, fees and disbursements and the Customer agrees, without any offset and or deduction whatsoever, to pay all such legal costs, fees and disbursements in addition to the invoice amount and all accrued interest.

5.2. Invoicing

5.2.1 DPG will invoice the Customer as set out below:
5.2.1.1 For professional services (implementation projects): 50% on contract signing and 50% on completion or 120 days after the commencement of the Services whichever is the earlier. In the event that any implementation projects are delayed prior to completion for any reason whatsoever, save for any manifest error by DPG, then DPG has the discretionary right to invoice the Customer for one half of the monies due on completion which the Customer agrees to pay in full, without any offset and or deduction, in accordance with clause 5.1.1. above and the remaining balance thereafter remains payable in full on completion of the project.
5.2.1.2 For support contracts: 100% Annually in advance.
5.2.1.3 For managed Services: Monthly in Advance with one free month if the Customer elects to pay annually in advance. All payments for managed Services are to be paid for by Direct Debit and or similar payment method and the Customer agrees to adhere to and maintain any Direct Debit or similar payment method for the entire duration of the provision of managed Services by DPG.
5.2.1.4 For product licences: 100% Annually in advance.
5.2.1.5 Upon completion of each milestone as listed in any SoW.
5.2.1.6 In accordance with any SoW.
5.3. Billing and Payment Disputes
5.3.1 The Customer has the option to dispute any DPG invoice within five (5) Business Days of the invoice date by providing its reasonable reasons and justifications for disputing DPG’s invoice in writing to DPG and thereafter DPG will respond in writing within ten (10) Business Days setting out its acceptance and or rejection of the Customer’s reasons and justifications for disputing DPG’s invoice and upon which the Customer agrees to fully accept, without any further dispute, the decision of DPG. For the avoidance of doubt, but only in relation to the process as set out in this clause, no interest will accrue during any process of the Customer disputing a DPG invoice.

5.4 Customer’s delay or postponement of the Services

5.4.1 If the Customer delays or postpones, for any reason whatsoever, the provision of any Services contained in any SoW then The DPG has the option, exercisable in their sole discretion, to invoice the Customer, and the Customer agrees to pay in full without offset or deduction in accordance with clause 5.1.2, the costs incurred by The DPG arising from the Customer’s delay or postponement of any Services in the amount of £200.00 (or local currency equivalent) per day per personnel of The DPG affected by the Customer’s delay or postponement of any Services.

6. Termination

6.1. In relation to a SoW, and any Services being provided under such SoW, the SoW may be terminated by either Party upon written notice to do so for the following reasons:
6.1.1 if the other Party breaches any of the material provisions of the SoW or this Agreement, and the breach is not capable of being remedied within twenty (20) Business Days of notice to do so by the other Party,
6.1.2 if a Party ceases, or threatens to cease, to carry on business as a going concern or becomes or may become the object of a voluntary or involuntary bankruptcy and or liquidation and or winding up proceedings or a receiver or similar officer is appointed with respect to all or a substantial part of its assets.
6.2. If the Customer has not paid DPG the entire amount of an undisputed invoice when due then DPG, in its absolute discretion, may withhold the provision of further Services until all due and owing monies have been paid in full to DPG. Alternatively, in the case of non-payment by the due date of an invoice by the Customer, DPG may elect, in its absolute discretion, to immediately terminate the SoW and this Agreement. In respect of any termination by DPG they will have no liability to the Customer for any claims, actions, demands, costs, fees, charges, losses (including but not limited to consequential losses, loss of profits and or loss of opportunity) and or expenses however any termination by DPG arising from any delayed and or non-payment by the Customer then the Customer irremovably agrees to pay to DPG as a debt due immediately the entire balance of the total invoice amount for the Services as set out in the Order Form together with all legal costs and disbursements and interest in accordance with clause 5.1.2 above.
6.3. Upon any termination of any SoW the Customer irrevocably agrees to pay to DPG for Services provided by DPG up to the date of termination on the rates and pricings as set out in any SoW.
6.4 Upon any expiry and or termination of this Agreement and or the relationship between the Parties then the Parties agree to strictly keep confidential any Confidential Information and that upon request from a Party the other Party will either permanently delete and erase any Confidential Information and or return it to the other Party without keeping and or maintaining any copies or duplicates of any nature of any or all of the Confidential Information.

7. Confidentiality

7.1. The Parties accept and fully understand that they may, from time-to-time during the operation of this Agreement become cognisant of certain Confidential Information which if disclosed to any third party or the general public could have a serious adverse impact on the reputation and or business activities of the other Party. Accordingly the Parties agree to strictly adhere to the terms of this clause and will not permit or cause to permit, whether directly or indirectly, any disclosure of any Confidential Information, save for which is required by law or by a Court of competent jurisdiction and or to comply with any regulatory or governmental body and or which is already in the public domain through no breach or breaches by any Party of this clause.
7.2. Each Party will take all reasonable precautions to keep strictly confidential the Confidential Information belonging to the other Party and will not, without the prior written consent of any other Party, use, disclose, copy or modify such Confidential Information save for DPG’s responsibilities and obligations in their provision of the Services.
7.3. Each Party further undertakes and warrants to the other Party that they will only disclose Confidential Information to those to whom, and to the extent to which, such disclosure is necessary for the effective and efficient provision of the Services by DPG and the operation of this Agreement and in any event such disclosures will not amount to any breach of this clause or this Agreement and each Party further warrant to the other that they will procure that such persons are made aware of and agree to strictly observe the obligations of confidentiality set out in this Agreement.
7.4. The Parties further agree not to use any Confidential Information for any purpose other than as reasonably contemplated in accordance with a SoW and or this Agreement nor will they make any copies of or notes of or transcripts of or any photographs or video recordings of any Confidential Information for any purpose other than for the effective operation of the Services and or this Agreement.
7.5 A Party warrants to the other Party that it will not:
7.5.1 appropriate for its own use or commercial gain and or exploit in any way whatsoever any part of the Confidential Information.
7.5.2 solicit or accept any business from, or negotiate or transact in any manner with, third parties or representatives of third parties introduced or made known to it by a Party’s Confidential Information without the prior express written permission of the other Party.
7.5.3 contact or attempt to communicate in any manner with any third parties or representatives of third Parties introduced or made known to them by a Party’s Confidential Information without the prior express written permission of the other Party.
7.6 Each Party warrants to the other Party that it will take all reasonable steps to safeguard the other Party’s Confidential Information from unauthorised access, use or disclosure and each Party will exercise no less a degree of care in protecting the Confidential Information than that which it uses to protect its own information of similar and comparable sensitivity, confidentiality, and importance.
7.7 The Parties entirely accept and agree to treat the contents, subject matter, and existence of this Agreement strictly private and confidential and that the Parties will not disclose to any third party whatsoever, save for the provision of the Services or as required by law, government and or judicial order, the terms and or existence of this Agreement.
7.8 Any information of whatever type and in whatever format belonging to a Party that is already, as at the date of this Agreement, in the public domain is by definition not confidential and incapable of protection as Confidential Information under this Agreement. In the event that information of whatever type and in whatever format that relates to one or both of the Parties that comes into the public domain, through no fault or breach of this Agreement, is therefore not capable of protection as Confidential Information under this Agreement.
7.9 Any and all intellectual property rights in the Confidential Information will belong to and be the absolute property of the originating Party. Each Party reserves all rights in its Confidential Information and no rights or obligations other than those expressly set out in this Agreement are granted or are to be implied from this Agreement for anything embodied in the Confidential Information.
7.10 During the operation of this Agreement and for twelve (12) consecutive months after any expiry or termination of this Agreement, the Parties shall not, without the prior written consent of the other, directly or indirectly solicit, interfere with or endeavour to entice away any person who is an employee, officer, director, consultant or contractor of the other Party provided that nothing herein shall prohibit the solicitation of any such person who has responded to an advertisement by any Party in the media inviting applicants for employment or contract positions.
7.11 The Parties agree that any transmission of any email or other means of communication (including but not limited to text message or telephone) of the Confidential Information will also be subject to the terms of this Agreement and such transmission will not be a breach of this Agreement.
7.12 Each Party may obtain Confidential Information as a result of, and related to, this Agreement. During the term of this Agreement and thereafter, the receiving party shall (a) restrict its use of the other party’s Confidential Information to purposes necessary for the performance of the receiving party’s obligations or the exercise of the receiving party’s rights under this Agreement, (b) keep in trust and confidence all such Confidential Information, (c) not use such Confidential Information other than as expressly authorised by the disclosing party under the SOW, and (d) safeguard against the disclosure of the Confidential Information to third parties using the same degree of care to prevent disclosure as it uses to protect its own information of like importance, but at least reasonable care. The receiving party shall not disclose any such Confidential Information to third parties without the disclosing party’s written consent. The receiving party will also limit disclosures of Confidential Information to its employees, contractors approved pursuant to this Agreement, and professional advisors to those necessary to carry out this Agreement. The receiving party will inform such individuals of the limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information imposed by this Agreement and will be responsible for any breach. Upon termination or expiration of the SOW (for any reason and at any time), the receiving party shall, if requested, immediately return to the disclosing party or destroy all Confidential Information (including all copies) in the receiving party’s possession, custody, or control, provided that the receiving party may keep archival copies for regulatory purposes and to enforce its rights and subject to the obligations of confidentiality in this Agreement.
7.13 The obligations of confidentiality do not apply to information that: (a) has entered the public domain, except where such entry is the result of a Party’s breach of this Agreement, (b) was already rightfully in a Party’s possession prior to the disclosure or (c) is obtained by a Party on a non-confidential basis from a third party who has the right to disclose such information.
7.14 Either Party will be authorised to disclose Confidential Information pursuant to a valid order issued by a court, government agency or relevant regulatory authority (including a stock exchange), provided that the Party, if reasonably practicable, provides: (a) prior written notice to the disclosing party of such obligation, and (b) the opportunity to oppose such disclosure.
7.15 Neither party may disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of the other party. Any press release or publication regarding the SOW is subject to prior review and written approval of the parties.
7.16 Except as expressly authorised in this Agreement, the receiving party will not use, make or have made any copies of Confidential Information, in whole or in part, without the prior written authorisation of the disclosing party. The receiving party will notify the disclosing party immediately after learning of or having reason to suspect any breach of this clause 7.

8 Security and Data Protection

8.1 Each Party, at all times, will comply with its respective obligations under all applicable data protection laws and legislation in relation to all personal data that is processed by it in the course of performing its obligations under this Agreement, including by maintaining a valid and up-to-date registration, notification or other filings under applicable data protection laws and legislation.
8.2 Each of the Parties hereto agrees that it will only process personal data provided to it in accordance with all applicable privacy and data protection law obligations and will implement and maintain at all times appropriate technical and organisational measures to protect such personal data against unauthorised or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each party hereto agrees to provide reasonable assistance to the other Party in respect of any obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way to cause the other Party to violate any of its obligations under any applicable privacy and data protection laws.

9 Warranty

9.1 DPG will perform the Services in a professional and workmanlike manner using the reasonable level of skill and care and diligence to be expected from an expert in the data protection field and the customer’s sole and exclusive remedy for any breach of this clause will either be (i) termination of any applicable SoW and reimbursement to the Customer of the proportion of the invoices paid to DPG, or (ii) re-performance of the Services.
9.2 Each Party represents and warrants to the other that it will comply with all applicable laws and regulations in the performance of this Agreement, including without limitation employment, export, anti-money laundering and anti-bribery laws.

10 Limitation of Liability and Consequential Damages

10.1 Nothing in this Agreement or any applicable SoW limits or excludes the liability of either Party to the other for (i) bodily injury or death resulting directly from the negligence of the other Party; (ii) fraud or fraudulent misinterpretation; (iii) any liability that cannot be limited or excluded under any applicable law; (iii) a fundamental breach of the confidentiality obligations.
10.2 Unless expressly stated to the contrary neither Party will be liable to the other Party for any special, incidental, indirect or consequential damages and or any losses of revenue, business, anticipated savings, increased costs of operations, use of any product or service, opportunity, goodwill and or reputation.
10.3 DPG has, in any event whatsoever, no greater total liability to the Customer for any losses, damages, costs (including but not limited to legal and other professional costs), fees, damages, demands, actions and or claims other than an amount equal to and that does not exceed the total payments received by DPG from the Customer during the six (6) months directly preceding the month which the Customer demanded such liability from the DPG.

11 Indemnification

11.1 Save for clause 5.1.1. each Party indemnifies and holds harmless the other Party from and against any third party proceedings, claims, demands, expenses (including reasonable legal fees and disbursements) or damages of any nature arising out of or alleged to have been caused by their respective gross negligence, wilful misconduct, or misrepresentations.

11.2 Save for clause 5.1.1 Each Party indemnifies and holds harmless the other Party from and against any third party proceedings, claims, demands, expenses (including reasonable legal fees and disbursements) or damages of any nature arising out of or alleged to have been caused by any breaches of clause 8.

12 Licence

12.1 Except to the extent as otherwise expressly set out in any applicable SoW and subject to the operation of this Agreement DPG grants to Customer a non-exclusive and non-transferable licence to use for the Customer’s internal business use only: (a) software provided as a result of the Services, if any, solely in object code form, (b) the deliverables specified in any SoW, if any, and (c) Data Collection Tools, if any (collectively and individually, the “Licenced Materials”). In addition, DPG grants to the Customer a right to modify and create derivative works of any scripts provided by DPG to the Customer pursuant to this Agreement, solely for the Customer’s internal business use. For the express avoidance of any doubt whatsoever the licence to the Licenced Materials does not include the right to grant any sublicences whatsoever.
12.2 The Customer may permit its suppliers, subcontractors and other related third parties to use the Licenced Materials solely on the Customer’s behalf for the Customer’s sole and direct benefit, provided that any such use is subject to strict licence restrictions and confidentiality obligations at least as protective of DPG’s rights in such Licenced Materials.
12.3 Nothing in this Agreement or any applicable SoW alters or affects the Intellectual Property rights and or licences provided with any of DPG’s products. The provisions in this clause 12 apply only to those Services, deliverables and other intellectual property provided by DPG to the Customer pursuant to any applicable SoW.
12.4 Any licence from DPG to the Customer under this clause 12 is immediately revoked upon any expiry and or termination of this Agreement.
12.5 Except as otherwise expressly set out in this Agreement or an SoW, the Customer shall not (and shall not permit a third party to): (a) download more than one copy of the Software; (b) copy, in whole or in part, any Software, deliverable or Data Collection Tool, (c) make error corrections or derivative works of, or otherwise modify, decompile, decrypt, reverse engineer, disassemble or reduce all or any portion of any Software, deliverable or Data Collection Tool to human readable form; or (d) transfer, sublicense, rent, lease, distribute, or sell any Software, deliverables or Data Collection Tools. The Customer acknowledges that it does not receive any implied licences under this Agreement, and all rights not expressly granted are expressly reserved to DPG.
12.6 If and or when the Customer updates or upgrades a copy of the Software to a new release, the Customer shall not thereafter use concurrently, except for a limited period of parallel testing, that new release and any previous release of the Software and the Customer shall not re-use, host or have hosted for later re-use, or transfer any previous release of the Software to any other device(s).
12.7 The Customer grants to DPG a perpetual, irrevocable, royalty free, worldwide right and license to all Intellectual Property in the Customer Feedback (as defined below) to use and incorporate into any or all Services, products, deliverables, Data Collection Tools, reports, scripts and DPG’s Pre-Existing Technology, and to use, make, have made, offer to sell, sell, copy, distribute, and create derivative works of such Intellectual Property for any and all purposes whatsoever, and the Customer acknowledges that it will have no rights in or to any Services, products, deliverables, Data Collection Tools, reports, scripts or The Data Privacy Group Pre-Existing Technology as a result of DPG’s use of any such Intellectual Property. For purposes of this Agreement, “Customer Feedback” means all oral or written communications regarding improvements or changes to any Services, products, deliverables, Data Collection Tools, reports, scripts or DPG’s Pre-Existing Technology that the Customer provides to DPG.

13 Ownership

13.1 Except to the extent as otherwise expressly set out in this Agreement and any applicable SoW, DPG owns and will continue to own all right, title, and interest in and to all DPG’s Intellectual Property.
13.2 Except to the extent as otherwise expressly set forth in any applicable SoW, the Customer owns and will continue to own all right, title, and interest in and to all the Customer’s Intellectual Property.
13.3 Each Party will retain the exclusive ownership of all of its Pre-Existing Technology.
13.4 Any third party products will at all times be owned by the applicable third party, and will be subject to any applicable third party licence terms.

14 Force Majeure and COVID-19

14.1 If either Party to this Agreement is totally or partially prevented or delayed in the performance of any of their respective or joint obligations under this Agreement by an Event of Force Majeure and the Party so prevented or delayed gives immediate notice in writing to the other Party of such prevention giving the period for which it is estimated such prevention will continue and the Party, acting at all times in good faith and without delay, accepts such Force Majeure then the Party so prevented shall be excused from its performance, obligations and responsibilities so affected as from the date of such notice for so long as such cause of delay shall continue provided that such a period of time does not exceed twenty (20) Business Days and furthermore that the Party prevented by the Event of Force Majeure utilises their reasonable endeavours to ensure and procure that the minimal interruption as possible is caused to the other Party and the operation of this Agreement.
14.2 Further to the any Event of Force Majeure if DPG is delayed or likely to be delayed in performing any of its obligations and responsibilities under this Agreement for any period or periods of time caused directly or indirectly by any of the effects of the COVID-19 pandemic (including but not limited to any government lockdown or geographical restrictions, positive COVID-19 tests or ‘track and trace’ notifications of its employees or agents and or from members of family and friends which lead to a period of self-isolation or positive COVID-19 tests) then DPG will be granted an any extension of time for the same period of time that they are delayed or likely to be delayed in delivering the Services. DPG will use their reasonable endeavours to minimise any such delays or disruption however any and all delays, costs, losses, liabilities, debts, fees or any other monies whatsoever incurred or arising as a result of the COVID-19 pandemic to the Customer will not be accepted, borne or paid for (in full or in part) by DPG.

15 Good Faith and Dispute Resolution

15.1 The Parties will, at all times, exercise all of their rights, and perform all of their obligations, under this Agreement, in good faith and they will also co-operate fully in good faith with each other in order to resolve any issues, disagreements, breach(es), alleged breach(es) and or disputes that may arise whatsoever between them and or under and or in connection with and or in interpreting this Agreement with the intention and purpose of collaboratively achieving an agreed resolution of any such issue, disagreement, breach(es), alleged breach(es) and or dispute.
15.2 The Parties accept and acknowledge that the terms of this Agreement are intended to regulate and promote a collaborative relationship of trust and good faith between them. Therefore the Parties further accept and warrant to each other that it is not in their commercial, reputational and or business interests to engage in any activity whatsoever to the detriment, whether actual or otherwise, of the other Party and this includes, but is not limited to the commencement of any litigious proceedings without first adhering to the express terms of this clause 15 and the overall spirit and contents of this Agreement.
15.3 The Parties to this Agreement fully accept and understand that litigation can be expensive and damaging to their reputation and commercial interests and therefore in the event that any issues, disagreements, breach(es), alleged breach(es) and or disputes whatsoever arises between them and or under and or in connection with and or in interpreting this Agreement then the Parties unconditionally consent to enter into direct good faith negotiations and discussions with each other with the desire and intention of resolving any such issues, disagreements, breach(es), alleged breach(es) and or disputes and prior to any recourse to litigation and or the Courts.
15.4 In the event that such good faith negotiations and discussions do not resolve any issues, disagreements, breach(es), alleged breach(es) and or disputes as set out above then the Parties agree unconditionally to refer such unresolved issues, disagreements, breach(es), alleged breach(es) and or disputes to Mediation in order to utilise the experience of a professional Mediator who may be able to assist the Parties in resolving their issues, disagreements, breach(es), alleged breach(es) and or disputes. Any such Mediation will be convened as soon as is practicable with the Parties mutually agreeing the Mediator and venue for the Mediation; however, if no such agreement can be reached the Parties further agree to refer any dispute or disagreement to “CEDR” (a Mediation provider whose address is, as at the date of this Agreement: 100 St Paul’s Churchyard, London, EC4M 8BU) who will nominate in their absolute discretion the Mediator and venue for the Mediation. The costs of any Mediator, venue or Mediation provider will, without any deduction or offset whatsoever, be paid for equally by the Parties.

15.5 In the event that either Party refuse to engage in and or comply with this clause 15 and the overall spirit of the Agreement then the other Party may elect to commence legal proceedings and refer the Court to both Parties conduct on the question of the determination of payment of any and all legal costs, interest and disbursements.

16 Assignment

16.1 Save for where this Agreement states to the contrary this Agreement is personal to the Parties and therefore no Party may assign, licence or charge and or attempt or purport to do so any of its rights, obligations and or duties hereunder and or delegate or otherwise in any way dispose of any of their rights, obligations and or duties hereunder, without the express prior written consent of the other Party and for the avoidance of doubt this includes any holding company, Affiliate or subsidiary as defined and or provided for under the Act.

17 Notices

17.1 Any and all notices or information served and or that are given under this Agreement will be in writing and in English and served on the registered addresses of a Party and such notices will served by hand and or sent by first class, registered or recorded delivery and or by email. Any such notice or information will be deemed served in the case of hand delivery if delivered by 4pm, on the same day or, in the case of first class, registered or recorded delivery post or hand delivery after 4pm, on the next Business Day after posting and in the case of an email, if sent by 4pm on the day of sending or if after 4pm on the next Business Day after sending.

18 Entire Agreement

18.1 This Agreement, including any applicable SoW and DPG Order Form, is the entire agreement between the Parties and replaces any prior oral or written communications between the Parties, except as expressly agreed by both Parties.

19 No Waiver

19.1 The waiver by either Party of any right provided under this Agreement will not constitute a subsequent or continuing waiver of such right or of any other right under the Agreement.

20 Severability

20.1 In the event that any provision, clause and or term of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority all other provisions, clauses and or terms will remain in full force and effect and will not in any way be impaired. If any provision, clause and or term contained herein is held to be invalid or unenforceable but would be valid or enforceable if some part or parts were deleted then the provision, clause and or term will continue to apply with the minimum modification necessary to make it valid and enforceable.

21 Third Party Rights

21.1 The Parties agree that a person or business that is not a party to this Agreement will not have any rights under or connection to them by virtue of the Contracts (Rights of Third Parties) Act 1999.
22 Amendments, Modifications to the Agreement.
22.1 From time-to-time the Parties may consider and agree acting at all times in good faith that this Agreement requires amending or modifying in order to give business efficacy and commerciality to the relationship between the Parties and the Services. Therefore the Parties agree to collaboratively discuss, negotiate and agree any such amendments and or modifications to this Agreement and upon such agreement a revised, amended agreement will be prepared and or a side agreement will be prepared which will, without objection, form part of this Agreement and the Parties agree unequivocally that they will remain bound and will fully adhere to the terms of this Agreement and any amended or modified version and or any side agreement.
22.2 The Parties further agree unconditionally to discuss, negotiate and enter into any and all further agreements, contracts, memorandum of understandings and or arrangements which from time-to-time may be necessary and appropriate in order to ensure the successful and collaborative operation of this Agreement and the Services to be provided by DPG.
22.3 Furthermore and from time-to-time either Party may require, in order to adhere to their respective and or joint responsibilities and obligations as set out in this Agreement, information, documentation or correspondence from the other Party. The Parties therefore agree to provide any such reasonable information, documentation or correspondence to the requesting Party without unreasonable delay or objection.

23 Survival

23.1 Clauses 5 to 25 inclusive will survive any expiry and or termination of any SoW and this Agreement.

24 Compliance

24.1 The Parties warrant to each other that they fully understand their respective and joint obligations and responsibilities as set out in this Agreement and furthermore each Party warrants to the other that they possess the full and complete authority to enter into this Agreement and to be bound by its terms, meaning and operation.

24.2 The Parties fully understand that by entering into this Agreement they are entering into a formal and binding legal agreement and therefore they fully accept and understand each and every part of this Agreement and that they have been afforded each and every opportunity to clarify the meaning, interpretation, obligations and duties as set out prior to its execution.

24.3 The Parties, by signing this Agreement, further aver that they have sought and received and or elected not to seek or receive independent legal advice as to the meaning and interpretation of this Agreement and their respective and joint responsibilities, obligations and duties as set out in this Agreement.

24.4 The Customer entirely accepts that this Agreement and its terms, meaning and operation will irrevocably prevail over any of its terms and conditions regardless of whether such state to the contrary.

25 Governing Law and Jurisdiction

25.1 This Agreement is governed and construed by the Laws of England and Wales and the Parties hereto agree to submit to the exclusive jurisdiction of the English Courts.