Agreed Terms

1. Interpretation

1.1    The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users:
those employees and independent contractors of the Customer who are authorised by the Customer to use the Services.

Business Day:
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information:
information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5.

Customer Data:
the data inputted by the Customer, Authorised Users, Participants or The Service Provider on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Effective Date:
the date on which the Customer sends an order for the provision of services to the Service Provider to process, which order constitutes acceptance of this agreement, and/or has completed the account creation process.

Fees:
the fees payable by the Customer to The Service Provider for the Services as set out in Schedule 1.

Initial Term:
the initial term of this agreement which shall be for a period of up to six months as set out in Schedule 1.

Normal Business Hours:
8.00 am to 6.00 pm local UK time, each Business Day.

Participant:
any person who is invited or otherwise authorised by the Customer to use the Services in accordance with this agreement.

Purpose:
the Customer’s purpose of operating online electronic roadshows to share data with their clients and other third parties.

Renewal Period:
the period described in clause 12.1.

Services:
the services provided by The Service Provider to the Customer under this agreement to provide the Software via the Website or any other website notified to the Customer by The Service Provider from time to time.

Service Provider:
Black&Callow Ltd and/or any of its subsidiary companies.

Software:
the online secure communications platform known as “iRoadshow” provided by the Service Provider as part of the Services.

Terms of Use
the End User Agreement available to view on http://iroadshow.blackandcallow.com/end-user-agreement

Subscription Term:
has the meaning given in clause 12.1 (being the Initial Subscription Term together with any subsequent Renewal Periods) for which the Customer has purchased the services pursuant to clause 7.1 and Schedule 1 which entitle Authorised Users to access and use the Services in accordance with this agreement.

Support Services Policy:
The Service Provider’s policy for providing support in relation to the Services as made available at http://iroadshow.blackandcallow.com/Support-services-policy or such other website address as may be notified to the Customer from time to time.

Virus:
any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Website:
the website hosted and maintained by The Service Provider currently located at the URL www.iRoadshow.com.

1.2    Clause headings shall not affect the interpretation of this agreement.
1.3    A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s permitted assigns.
1.4    A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5    Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6    Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7    A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8    A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9    A reference to writing or written includes e-mail.
1.10  References to clauses are to the clauses of this agreement.

2.    USE OF THE SERVICES

2.1    Subject to the Customer purchasing the Services in accordance with clause 7.1 and Schedule 1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, The Service Provider hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users and Participants to access and use the Services during the Subscription Term solely for the Purpose.
2.2    After successfully completing the account creation process and confirming acceptance of this agreement, The Service Provider shall enable the Customer to access an iRoadshow Administrator Account (“Administrator Account”), which will include a console (“Admin Console”) that will permit the Customer to perform a number of administrative functions relating to the Software.
2.3    In relation to the Authorised Users, the Customer acknowledges and undertakes that:
(a)    prior to an Authorised User or Participant using the Service, The Service Provider will require each Authorised User or             Participant to accept the Terms of Use, and such Terms of Use will govern each Authorised User’s or Participant’s use of the Service; and that a violation of the Terms of Use by an Authorised User or Participant may result in the termination of such Authorised User’s or Participant’s personal account and the Customer’s access to the Service;
(b)    it shall, and shall procure that its Authorised Users shall, limit access and use of the Services to Participants;
(c)    it will not allow the personal account of any Authorised User to be used by any individual who is not an Authorised User;
(d)    each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed no less frequently than annually and that each Authorised User shall keep his password confidential; and
(e)    if The Service Provider or the Customer ascertains that any password has been provided to any individual who is not an Authorised User, then without prejudice to The Service Provider’s other rights, the Customer shall promptly disable such passwords and The Service Provider shall not issue any new passwords to any such individual.
2.4    The Customer shall not, and shall procure that Authorised Users and Participants shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
    (a)    is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    (b)    facilitates illegal activity;
    (c)    depicts sexually explicit images;
    (d)    promotes unlawful violence;
    (e)    is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    (f)    in a manner that is otherwise illegal or causes damage or injury to any person or property;
and The Service Provider reserves the right, without liability or prejudice to its other rights to the Customer, to disable access to any material that breaches the provisions of this clause.  References to unlawful or illegal activity include activity which is unlawful or illegal in any jurisdiction in which the Customer has made or intends to make available the Services to Participants.
2.5    The Customer shall not:
    (a)    except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
        (i)    and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software  in any form or media or by any means; or
        (ii)    attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
    (b)    access all or any part of the Services in order to build a product or service which competes with the Services; or
    (c)    use the Services to provide services to third parties except as described in the Purpose; or
    (d)    subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users except as described in the Purpose; or
    (e)    attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2;
2.6    The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify The Service Provider.
2.7    The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to and shall not be considered granted to any subsidiary or holding company of the Customer or to any affiliated company of the Customer.

    3.    SERVICES
        3.1    The Service Provider shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
        3.2    The Service Provider or its duly authorised contractors or agents shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a)    planned maintenance carried out during the maintenance window of 10.00 pm to 3.00 am UK time of weekends and Bank Holidays in England and Wales; and
        (b)    unscheduled maintenance performed outside Normal Business Hours, provided that The Service Provider or its duly authorised contractors or agents. has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.
        3.3    The Service Provider will, as part of the Services and at no additional cost to the Customer, provide the Customer with The Service Provider’s standard customer support services during Normal Business Hours in accordance with The Service Provider’s Support Services Policy available at http://iroadshow.blackandcallow.com/Support-services-policy in effect at the time that the Services are provided.  The Service Provider may amend the Support Services Policy in their sole and absolute discretion from time to time.

    4.    CUSTOMER DATA
    4.1    The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
    4.2    The Service Provider or its duly authorised contractors or agents shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at http://iroadshow.blackandcallow.com/policies/backup or such other website address as may be notified to the Customer from time to time, as such document may be amended by The Service Provider or its duly authorised contractors or agents in their sole discretion from time to time.  In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for The Service Provider or its duly authorised contractors or agents to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by The Service Provider in accordance with the archiving procedure described in its Back-Up Policy. The Service Provider shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by The Service Provider to perform services related to Customer Data maintenance and back-up).
    4.3    The Service Provider shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at http://iroadshow.blackandcallow.com/policies/privacy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by The Service Provider in its sole discretion.
    4.4    If The Service Provider or its duly authorised contractors or agents processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and The Service Provider or its duly authorised contractors or agents shall be a data processor and in any such case:
        (a)    the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to The Service Provider so that The Service Provider may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf;
        (b)    the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
        (c)    The Service Provider or its duly authorised contractors or agents shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
        (d)    each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

    5.    THE SERVICE PROVIDER’s OBLIGATIONS

5.1    The Service Provider undertakes that the Services will be performed substantially in accordance with the Services Description and with reasonable skill and care.
5.2    The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to The Service Provider’s or its duly authorised contractors’ or agents’ instructions, or modification or alteration of the Services by any party other than The Service Provider including the Service Provider’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Service Provider will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.  Notwithstanding the foregoing, The Service Provider:
(a)    does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
(b)    is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.3    This agreement shall not prevent The Service Provider from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products or services which are similar to those provided under this agreement.
5.4    The Service Provider or its duly authorised contractors or agents warrant(s) that it has/they have and will maintain all necessary licences, consents, and permissions necessary for the performance of its/their obligations under this agreement.
5.5    The Service Provider shall keep proper records and books of account showing the description and price of the Services provided to the Customer, and such other information as may reasonably be required, which shall be open during normal business hours to inspection (including electronic records) by the Customer (or its authorised representative or the Solicitors Regulation Authority or its agent), who shall be entitled to have access to The Service Provider’s premises and to take copies of or extracts from them. Such right of inspection shall remain in effect for a period of six years after the termination of this agreement.

6.    CUSTOMER’S OBLIGATIONS
    6.1    The Customer shall:
        (a)    provide The Service Provider or its duly authorised contractors or agents with:
               (i)    all necessary co-operation in relation to this agreement; and
               (ii)    all necessary access to such information as may be required by The Service Provider;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration     services;
        (b)    comply with all applicable laws and regulations with respect to its activities under this agreement;
        (c)    carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, The Service Provider may adjust any agreed timetable or delivery schedule as reasonably necessary;
        (d)    ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
        (e)    obtain and shall maintain all necessary licences, consents, and permissions necessary for The Service Provider, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
        (f)    ensure that its network and systems comply with the relevant specifications provided by The Service Provider, its contractors and agents from time to time; and
        (g)    be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to The Service Provider’s or its duly authorised contractors’ or agents’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

7.    CHARGES AND PAYMENT

    7.1    The Customer shall pay the Fees to The Service Provider for the right for Authorised Users and Participants to access and use the Services in accordance with this clause 7 and Schedule 1.
    7.2    The Service Provider shall invoice the Customer:
        (i)    on or after the Effective Date for the Fees payable in respect of the Initial Subscription Term; and
        (ii)    subject to clause 12.1, on the first day of each Renewal Period for the Fees payable in respect of that Renewal Period,
and the Customer shall pay the Subscription Fees within 14 days of the date of the invoice issued by The Service Provider.
    7.3    If The Service Provider has not received payment on the due date, and without prejudice to any other rights and remedies of The Service Provider:
        (a)    The Service Provider may, without liability to the Customer, disable the Customer’s account and access to all or part of the Services and The Service Provider shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
        (b)    interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% over the prevailing Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    7.4    All amounts and fees stated or referred to in this agreement:
        (a)    shall be payable in pounds sterling;
        (b)    are, subject to clause 11.4(b), non-cancellable and non-refundable;
        (c)    are exclusive of goods and sales tax (GST) and value added tax (VAT), which shall be added to The Service Provider’s invoice(s) as appropriate at the appropriate rate.
    7.5    The Service Provider shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon giving not less than 30 days’ prior notice to the Customer.

8.    PROPRIETARY RIGHTS
    8.1    The Customer acknowledges and agrees that The Service Provider or its licensors own all intellectual property rights in the Services and the Website. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, 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.
    8.2    The Service Provider confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

9.    CONFIDENTIALITY
    9.1    Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement.  A party’s Confidential Information shall not be deemed to include information that:
        (a)    is or becomes publicly known other than through any act or omission of the receiving party;
        (b)    was in the other party’s lawful possession before the disclosure;
        (c)    is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
        (d)    is independently developed by the receiving party, which independent development can be shown by written evidence; or
        (e)    is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2    Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
9.3    Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
    9.4    Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    9.5    The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute The Service Provider’s Confidential Information.
    9.6    The Service Provider acknowledges that the Customer Data is the Confidential Information of the Customer.
    9.7    This clause 9 shall survive termination of this agreement, however arising.
    9.8    No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.    INDEMNITY
    10.1    The Customer shall defend, indemnify and hold harmless The Service Provider against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services, provided that:
        (a)    this indemnity shall not cover The Service Provider and to the extent that a claim under it results from The Service Provider’s negligence or wilful misconduct;
        (b)    the Customer is given prompt notice of any such claim;
        (c)    The Service Provider provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
        (d)    the Customer is given sole authority to defend or settle the claim.
    10.2    The Service Provider shall defend the Customer, its officers, directors and employees against any claim that the Services or Website infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
        (a)    this indemnity shall not cover the Customer to the extent that a claim under it results from the Customer ‘s negligence or wilful misconduct
        (b)    The Service Provider is given prompt notice of any such claim;
        (c)    the Customer provides reasonable co-operation to The Service Provider in the defence and settlement of such claim, at The Service Provider’s expense; and
        (d)    The Service Provider is given sole authority to defend or settle the claim.
    10.3    In the defence or settlement of any claim, The Service Provider may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
    10.4    In no event shall The Service Provider, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
        (a)    a modification of the Services by anyone other than The Service Provider; or
        (b)    the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by The Service Provider; or
        (c)    the Customer’s use of the Services after notice of the alleged or actual infringement from The Service Provider or any appropriate authority.
    10.5    The foregoing  and clause 11.4(b) state the Customer’s sole and exclusive rights and remedies, and The Service Provider’s (including The Service Provider’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

11.    LIMITATION OF LIABILITY
11.1
This clause 11 sets out the entire financial liability of The Service Provider (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
        (a) arising under or in connection with this agreement;
        (b) in respect of any use made by the Customer of the Services or any part of them; and
        (c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

    11.2 Except as expressly and specifically provided in this agreement:
        (a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Service Provider shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to The Service Provider by the Customer in connection with the Services, or any actions taken by The Service Provider at the Customer’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services are provided to the Customer on an “as is” basis.

    11.3 Nothing in this agreement excludes the liability of The Service Provider:
(a) for death or personal injury caused by The Service Provider’s negligence; or
(b) for fraud or fraudulent misrepresentation.

    11.4 Subject to clause 11.2 and clause 11.3:
        (a) The Service Provider shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits (whether direct or indirect), loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) The Service Provider’s total aggregate liability in contract (including in respect of the indemnity at clause 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fees paid for the Services during the six months immediately preceding the date on which the claim arose.

12 TERM AND TERMINATION
12.1
    This agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, may be renewed by the Customer purchasing the services for successive periods (each a Renewal Period), unless:
        (a)    either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or 30 days before the end of any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
        (b)    otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
    12.2    Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
        (a)    the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
        (b)    the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
        (c)    the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
        (d)    a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
        (e)    an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
        (f)    the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
        (g)    a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
        (h)    a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
        (i)    any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(b) to clause 12.2(h) (inclusive); or
        (j)    the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
        (k)    The Service Provider or its duly authorised contractors or agents may destroy or otherwise dispose of any of the Customer Data in its possession unless The Service Provider receives, no later than thirty days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Service Provider shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by The Service Provider and in returning Customer Data; and
        (l)    any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

13.    FORCE MAJEURE
The Service Provider shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of The Service Provider or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

14.    CONFLICT
If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules or Services Description, the provisions in the main body of this agreement shall prevail.

15.    VARIATION
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.    WAIVER
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.    RIGHTS AND REMEDIES
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18.    SEVERANCE
If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention. If the parties do not agree to amend the provision, it shall, to the extent required, be deemed not to be a part of this agreement, and it shall not affect the validity and enforceability of the other provisions of this agreement.

19.    ENTIRE AGREEMENT
    19.1    This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
    19.2    Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

20.    ASSIGNMENT
    20.1    The Customer shall not, without the prior written consent of The Service Provider, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
    20.2    The Service Provider shall not, without the prior written consent of the Customer, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

21.    NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22.    THIRD PARTY RIGHTS
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

23.    NOTICES
    23.1    Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as set out in this agreement.
    23.2    A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9:00am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received upon receipt by the sender of a confirmation email from the recipient, and if no confirmation of receipt is received within 12 hours of sending the email, the sender shall send a further copy by first class, recorded delivery post. An automated response (for example an out of office reply) does not constitute a confirmation email from the recipient.  In each case, if the deemed receipt time occurs either on a day that is not a Business Day or after 5.00pm on a Business Day, then the notice shall not in fact be deemed to have been received until 10.00am on the next Business Day (such times being local time at the address of the recipient).

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

25.    JURISDICTION
Each party irrevocably agrees 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 or its subject matter or formation (including non-contractual disputes or claims).
THIS AGREEMENT has been entered into on the Effective date.

SCHEDULE 1 – Fees
iRoadshow – Standard pricing £1,500
IRoadshow is billed at £1,500 per stage/tranche, which comprises management presentation, investor education or pilot fishing stages, or any other single stage of data presentation

Each iRoadshow includes:
•    Unlimited users and files
•    Up to 30mb room capacity (£1,500 per additional 30mb capacity)
•    Up to 3 month Initial Term as standard
•    The provision of a single Investor (Participant) DealCode login
•    The provision of an Administrator Account login with Admin Console including reporting functions
•    A single bespoke Disclaimers with ‘one time only’ or once per day clickthrough
•    Service provision 24/7 including iRoadshow creation, disclaimer upload, initial file uploads, and the provision of standard reports which may be generated and submitted to the customer on request
•    Help & Support as outlined at http://iroadshow.blackandcallow.com/Support-services-policy

Optional extras
•    Audio & Slides – synced content, standard presentation: £2,500 (terms & conditions apply)
•    Inclusion of standard corporate logo within iRoadshow: £150
•    Bespoke branding available, price on application
•    Post-closure Audit Reporting package (DVD export): £200

Additional services & discounts
Discounts are available when appointing us to provide additional services, such as:
•    ECM, DCM and M&A – financial printing & distribution of Prospectuses, Admission/Listing documents, OCs/OMs & ancillary documents
•    Corporate Reporting – online and printed – consultancy, production & distribution
•    Pre-IPO virtual data rooms