Terms and Conditions

‍

Terms and Conditions

Last modified: 27 April 2026

‍

These terms and conditions (the “Terms”) together with (i) the Order Form and any additional Schedules, (ii) the DPA, and (iii) the DORA Addendum (collectively, the “Agreement”) are entered into between Atominvest Software Ltd (trading as Atominvest) whose registered office is at 60-62 Margaret Street, London W1W 8TF, United Kingdom (“Company”) and the Customer (each a “Party” and together the “Parties”).

‍

The Agreement shall be the sole legally binding agreement between the Parties in relation to the Services and shall take precedence over any other contractual terms referring to or purporting to govern the Services, whether provided by the Customer or otherwise. If there is any conflict between the Agreement and such other terms then the Agreement shall prevail.

By executing an Order Form and/or a Statement of Work Customer agrees to be bound by these Terms and more generally the Agreement.

‍

1. Definitions

1.1. The following words and expressions shall have the following meanings:

"Authorised User" any Customer employees, agents, customers, third-party service providers and anyone to whom Customer has provided access to the Services. For the avoidance of doubt, under no circumstances may any agent, employee or affiliate of a Competitor of the Company be designated an Authorised User unless the Customer has obtained prior written consent from the Company;

"Business Day"  each day which is not a Saturday or Sunday or a bank or public holiday in England and Wales;

“Business Hours” means 8am-5.30pm (UK time) on Business Days;

“Competitor” any person, firm, business or other organisation or entity that designs, develops, produces, offers for sale or sells products that are in competition with the products of the Company;

“Confidential Information” all information and materials provided by one Party to another under or in relation to this Agreement which are marked confidential or which a reasonable business person would consider to be confidential given the nature of the information and materials;

“Contract Year” each 12-month period beginning on the Effective Date;

"Company Content" all data, information and material owned by or licensed to the Company and comprised within the Services, including any Pre-Existing IPR but excluding Customer Data;

“Customer” means the legal entity or any other Group Company of the legal entity which enters into the Agreement or which otherwise receives the benefit of the Services, as noted in the Order Form or Statement of Work (as applicable);

"Customer Data" all data, information and material input or uploaded to the Software or transmitted through the Software by the Customer and/or any Authorised User, including Personal Data;

“Data Protection Legislation” means the UK Data Protection Act 2018, the General Data Protection Regulation 2016/679, the California Consumer Privacy Act as amended by the California Privacy Rights Act and any binding regulations promulgated thereunder (“CCPA”), and any other relevant legislation, regulations, or rules, and any capitalised terms used in relation to the Data Protection Legislation shall have the meaning set out therein;

“DORA Addendum” has the meaning given in clause 16.1;

“DPA” has the meaning given in clause 11.2;

“Effective Date” has the meaning given in the Order Form;

“Group Company” means any parent company, subsidiary, or affiliate of the Customer which also receives the benefit of the Services;

“Implementation Fee” means the fee payable by the Customer for the Implementation Services as set out in the Order Form;

“Implementation Services” means the implementation services to be provided (where applicable) by the Company as more fully set out in the Statement of Work;

"Intellectual Property Rights" patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);

"Order Form" the Order Form(s) including the Statement of Work to which the Customer agrees when buying the Services and which includes the specific Service Fees and Support Services applicable to this Agreement;  

“Output(s)” means all datasets, data compilations, results, findings, scores, analyses, and other outputs generated or delivered under the Services, and (ii) any updates, modifications, or derivative works created by or for the Customer from the foregoing, and which may constitute both Company Content and Customer Data;

“Personal Data” has the meaning given in the DPA;

“Pre-Existing IPR” means any Intellectual Property Rights created, developed, or held by either Party either prior to or independently of the Agreement or the Services provided hereunder;

“Processor” has the meaning given in the DPA;

“Services" the provision of access to the Software, any Implementation Services and the Support Services;

“Service Capacity” the limits (for example, number of Authorised Users, assets under management etc.) set out in the Order Form;

"Service Fees" the fees set out in the Order Form;

"Software" any software (including the Company’s fund management software platform) owned by or licensed to the Company and which forms part of, or is used in the provision the Services, as noted in the Order Form;

"Statement of Work" the Statement of Work which forms part of the applicable Order Form;

“Support Services” means, where relevant, the support services to be provided by the Company as set out in the Order Form and/or its attachments; and

“Term” has the meaning given in clause 13.2.

‍

1.2 In these Terms:

(a) words in the singular include the plural;

(b) reference to a person includes a legal person (such as a limited company) as well as a natural person;

(c) clause headings are for convenience only and shall not affect the construction of these Terms;

(d) reference to "including" or any similar terms in these Terms shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and

(e) reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.

‍

2. Provision of Services

‍

2.1 From the Effective Date, the Company will provide the Customer with the Services in accordance with the terms of the Agreement.

‍

3. Grant of license and scope of authorised use

‍

3.1 Subject to full payment of the applicable Service Fees and the other provisions of the Agreement, the Customer is granted a non-transferable, non-exclusive license for the Term to access and to use the Services within the Service Capacity. Without prejudice to clause 3.2, the Customer may not sub-license the right to access and/or use the Services to any third party. All rights in and to the Software (including the Company Content but excluding Customer Data) are reserved to the Company.

‍

3.2 Subject to the Service Capacity, only the Customer and the Authorised Users are licensed to access and use the Services solely for the Customer’s internal business purposes.

‍

3.3 Unless either (i) permitted or required by law, or (ii) expressly permitted in writing by the Company, the Customer will not (and shall ensure that Authorised Users will not) whether directly or indirectly:

(a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software;

(b) modify, translate, or create derivative works based on the Services or any Software;

(c) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party;

(d) remove any proprietary notices or labels from the Services;

(e) permit any third party who is not an Authorised User to access or use the Services or use the same on behalf of any third party who is not an Authorised User (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);

(f) attempt to circumvent security, license control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Software or any associated website, computer system, server, router or any other internet-connected device; or

(g) deploy any hardware, software, device or technique to pool connections or reduce the number of devices or users that directly access or use the Software (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling') in order to circumvent any restrictions on scope of authorised use noted within the Agreement.

‍

3.4 The Customer shall not, and shall ensure that Authorised Users shall not, use the Services to:

(a) upload, store, post, email, transmit or otherwise make available any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, threatening, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable or prohibited;

(b) upload any Customer Data that infringes the Intellectual Property Rights of any third party;

(c) impersonate any person or entity or otherwise misrepresent the Customer’s relationship with any person or entity;

(d) engage in any fraudulent activity or further any fraudulent purpose;

(e) provide false identity information; and

(f) attempt to gain unauthorised access to the Software or its related systems or networks, and shall not permit any third party to do any of the foregoing.

‍

3.5 The Customer shall permit the Company or its authorised agents to monitor the Customer’s and any Authorised User’s usage of the Services, to establish whether the Customer is complying with the terms of the Agreement. If the Company determines that the Customer has underpaid any undisputed Service Fees, including by exceeding the Service Capacity, or is otherwise in material breach of these Terms then, without prejudice to the Company's other rights:

(a) the Customer shall pay to the Company on demand an amount equal to the underpayment within ten (10) Business Days of the date of the relevant audit;

(b) the Company shall be entitled to suspend access to the Services whilst the payment due under clause 3.5(a) is outstanding, on reasonable written notice.

‍

4. Authorised Users

‍

4.1 The Customer shall ensure that each Authorised User shall, as a condition of being granted access to the Software, be required by the System Administrator to acknowledge the obligations on the Customer under the Agreement respecting authorised use (and restrictions on use) of the Software and not attempting to circumvent or damage any security or other licence controls, and agree to comply with the same. The Customer shall immediately notify the Company in the event that the Customer becomes aware of any unauthorised access to the Software or breach of the Agreement by any Authorised User.

‍

4.2 The Customer shall be responsible for all access to and use of the Service by Authorised Users. The Customer shall be responsible for ensuring the security and confidentiality of all log-on identifiers, including usernames and passwords, assigned to, or created by, the Customer or any Authorised User in order to access or use the Software ("ID"). The Customer acknowledges and agrees that the Customer will be solely accountable for all activities that occur under such ID.

‍

5. Service Fees, invoicing and payment

‍

5.1 The Customer will pay the Company the applicable Service Fees and the Implementation Fee described in the Order Form for the Services. If the Customer’s use of the Services exceeds the Service Capacity or otherwise requires the payment of additional Service Fees, the Customer shall be billed for such usage and the Customer shall pay the additional Service Fees in the manner provided herein.

‍

5.2 Payments for the Services are non-refundable for the duration of the Term, regardless of any decrease in the number of Authorised Users. Additional fees may be charged by the Company in accordance with clause 5.1 and as noted in the Order Form.

‍

5.3 If the Customer, acting reasonably and in good faith,  believes that the Company has billed the Customer incorrectly, the Customer must contact the Company no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared.

‍

5.4 The Company will invoice for the Initial Service Term or as specified in the Order Form. No Implementation Services will be carried out by the Company until payment of the Service Fee for the first Contract Year is received,

‍

5.5 Unless otherwise expressly provided in the Agreement, all amounts charged in respect of the Services are exclusive of value added tax or other applicable sales tax which, where chargeable by the Company, shall be payable by the Customer at the rate and in the manner prescribed by law. Additionally, any payment processing fees shall be notified in writing by the Company and borne solely by the Customer.

‍

5.6 Invoices are payable by the Customer, in full and without deduction, set off or withholding of any kind, on the due date indicated on the invoice or otherwise within thirty (30) calendar days of the Customer’s receipt of the relevant invoice (“Due Date”).

‍

5.7  The Company shall be entitled to increase the Service Fees and any other fees noted within the Order Form during the Initial Service Term with effect from each anniversary of the Effective Date by the greater of: (i) the percentage increase in the UK Retail Price Index in the preceding 12-month period rounded up to the nearest whole percent; or (ii) three  per cent (3%).

‍

5.8 For the avoidance of doubt, the price list for additional professional services / time and materials not included within the Services may be updated in line with the current Company rates at any time.

‍

5.9 If the Company has not received full and cleared payment for any fees within five (5) Business Days after the Due Date, and without prejudice to any other rights and remedies of the Company, the Company may without liability to the Customer:

(a) suspend provision of the Services; and

(b) charge the Customer interest on the overdue amount at the rate of 4% per month above the Bank of England base rate (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).

‍

6. Warranties

‍

6.1 The Company warrants that it has the right to enter into the Agreement and to provide the Services.

‍

6.2 The Company does not warrant that the Software will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. The Customer acknowledges that the Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control.

‍

6.3 The Company does not control the content posted to or via the Software and, in particular, does not control the Customer Data and, as such, the Company does not make or give any representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, usefulness, quality, fitness for purpose or originality of any of such content or data.

‍

6.4 Except as expressly set out in the Agreement and subject only to clause 9.1, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Services (including any Company Content) or to anything supplied or provided by the Company under the Agreement.

‍

6.5 The Customer warrants and undertakes that: (i) it has the legal right and authority to enter into the Agreement; (ii) the person executing the Agreement on behalf of the Customer is duly authorised to do so and has the authority to bind the Customer; and (iii) it will comply with all applicable legal and regulatory requirements applying to the exercise of its rights and the fulfillment of its obligations under the Agreement.

‍

6.6 If any of the warranties in clause 6.5 is breached, the Customer must notify the Company as soon as possible and the Company may suspend access to the Services until any matter is resolved to its reasonable satisfaction.

‍

7. Intellectual Property Rights

7.1 Nothing in the Agreement shall alter or affect any Pre-Existing IPR, which shall remain solely and exclusively owned by the relevant Party.

‍

7.2   The Customer acknowledges and agrees that the Company and / or its licensors owns solely and exclusively all Intellectual Property Rights in:

(a)    the Software and/or Services; and

(b)    any ideas, feedback, recommendations or other information provided by the Customer and any Authorised User in connection with the Services,

Except as expressly stated herein or otherwise with the Company’s express written consent, the Agreement does not grant the Customer 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 Software and/or Services.

‍

7.3 Where necessary, the Customer warrants and undertakes that it shall provide any information and assistance reasonably required by the Company in order to assign in full and exclusively to the Company any and all Intellectual Property Rights referred to in clause 7.2.

‍

7.4 The Customer shall promptly bring to the attention of the Company any improper or wrongful use of any Intellectual Property Rights of the Company which comes to the Customer’s notice. The Customer shall assist the Company in taking all steps to defend the Company's Intellectual Property Rights, but the Customer shall not institute legal proceedings of the Customer’s own accord.

‍

7.5 Specifically excluding any Company Content and other Pre-Existing IPR belonging to the Company, the Customer shall own all right, title, and interest in and to the Outputs. The Customer may use the Outputs as it wishes, including without limitation to reproduce, distribute, publish, display, transmit, or to share with any third party, but provides the Company with a non-exclusive, irrevocable licence to use the Outputs as necessary in order to deliver the Services and otherwise for its own business purposes, which shall include making improvements to the Services.

‍

7.6 The Customer shall, as between the parties, remain the owner of all Intellectual Property Rights in the Customer Data. For the duration of the Term, the Customer grants to the Company, free of charge, a royalty-free, worldwide, non-exclusive license to use the Customer Data only to such extent as is necessary to enable the Company to provide the Services and to perform its obligations under the Agreement. The Customer warrants and undertakes that the Customer owns the Customer Data and/or are otherwise entitled to grant the foregoing license.

‍

8. Indemnities

‍

8.1 Subject always to clause 9.4, the Customer will indemnify, defend and hold the Company harmless, at the Customer’s expense, against any losses, costs, damages and/or expenses (including reasonable legal costs) incurred by the Company in connection with any claim, suit, action, or proceeding (each, an "Action") brought against the Company (and its officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party to the extent that such Action is based upon or arises out of:

(a) unauthorised or illegal use of the Services by the Customer;

(b) the Customer’s non-compliance with or breach of this Agreement;

(c) the Customer’s use of any third-party products in connection with the Services and/or Software; or

(d) the unauthorised use of the Services and/or Software by any other person using an Authorised User’s credentials to access the Services.

‍

8.2 The Customer will indemnify, defend and hold the Company harmless, at the Customer’s expense against any Action which arises from the Customer Data infringing either (i) any third-party Intellectual Property Rights and/or (ii) any third party contractual rights and/or (iii) the Data Protection Legislation and/or (iv) any other applicable laws or regulations, and this indemnity shall not be subject to the limitations of liability noted at clause 9.

‍

8.3 The Company will: (i) notify the Customer in writing within thirty (30) days of becoming aware of any such claim, and upon receiving written confirmation of the indemnity noted at clause 8.1, (ii) give the Customer sole control of the defence or settlement of such a claim; and (iii) provide the Customer (at the Customer’s expense) with any and all information and assistance reasonably requested by the Customer to handle the defence or settlement of the claim. The Customer shall not accept any settlement that (i) imposes an obligation on the Company; (ii) requires the Company to make an admission; or (iii) imposes liability not covered by this clause 8.1 or places restrictions on the Company, in each case, without the Company’s prior written consent.

‍

8.4 The Company will defend the Customer against any claim, demand, suit or proceeding made or brought against the Customer by a third party alleging that the Customer’s use of any of the Services infringes or misappropriates such third party’s Intellectual Property Rights (a “Claim Against Customer”), and will indemnify the Customer from any damages, legal fees and costs finally awarded against Customer as a result of, or for amounts paid by the Customer under a settlement approved by the Company in writing of, a Claim Against Customer, provided the Customer:

(a) promptly gives the Company written notice of the Claim Against Customer;

(b) gives the Company sole control of the defence and settlement of the Claim Against Customer (except that the Company may not settle any Claim Against Customer unless it unconditionally releases the Customer of all liability); and

(c) gives the Company all reasonable assistance, with any reasonable costs to be paid by the Company.

The above defence and indemnification obligations do not apply if:

(a) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer;

(b) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by the Company, if the Services or use thereof would not infringe without such combination;

(c) a Claim Against Customer arises from Services under an Order Form for which no Service Fees are payable; or

(d) a Claim against Customer arises from Customer Data, a non-company application or the Customer’s breach of the Agreement.

‍

8.5 The indemnity noted at clause 8.4 shall not be subject to the limitations of liability noted at clause 9.

‍

9. Exclusions and limitations

‍

9.1 Nothing in the Agreement limits or excludes either Party's liability:

(a) for death or personal injury caused by its negligence;

(b) for fraudulent misrepresentation or for any other fraudulent act or omission;

(c) to pay sums properly due and owing to the other in the normal course of performance of the Agreement; and/or

(d) for any other liability which may not lawfully be excluded or limited.

‍

9.2 Subject to clause 9.1, neither Party shall be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any indirect, consequential or special losses, whether or not advised of the possibility of the same. This shall include but not be limited to loss of revenue, profit, customers, or opportunity, loss of or damage to goodwill, loss of data, and loss or waste of management or other staff time.

9.3 Subject to clause 9.1, the Company shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of:

(a) any use of the Services except for their normal intended purpose;

(b) any adaptation or modification of the Software, or integration or combination with any other equipment, software, services or material not supplied by the Company or a third party authorised by the Company;

(c) compliance by the Company with any design, specification or instructions provided by the Customer or on the Customer’s behalf; or

(d) the usage of any Customer Data.

‍

9.4 Subject to clause 8 and the remaining provisions of this clause 9, each Party’s total liability arising out of or relating to the Agreement or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise) shall be limited, in respect of each Contract Year, to the total Service Fees (excluding any Implementation Services fees or custom development fees) paid by the Customer in that Contract Year as set out in the Order Form.

‍

9.5 In the case of either Party suffering any losses arising from a breach of either clause 10 (‘Confidentiality’) and/or clause 11 (‘Data Protection') of these Terms (but excluding any Action referred to at clause 8.2), the limitation of liability noted at clause 9.4 shall be increased to two times (2x) the total Service Fees paid by the Customer in that Contract Year, as set out in the Order Form.

‍

9.6 The Customer acknowledges and agrees that the essential purpose of this clause 9 is to allocate the risks between the Parties under this Agreement and to limit the Company’s liability proportionately to the Service Fees paid. The Customer further acknowledges and agrees that (i) the Service Fees would have been significantly higher if the Company were to assume any additional risk or liability, and (ii) the Company has relied upon these limitations in determining whether to provide the Customer with the rights to access and use the Software and/or Services.

‍

10. Confidentiality

‍

10.1 Subject to clause 10.2, each Party shall:

(a) keep confidential all Confidential Information of the other Party which it receives under the Agreement;

(b) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;

(c) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, the Agreement;

(d) only share such Confidential Information with its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of the Agreement, subject to each such person being bound by an obligation of confidentiality equivalent to this clause 10;

(e) otherwise not disclose such Confidential Information to any third party; and

(f) promptly, upon request and, in any event, upon termination of the Agreement (for whatever reason), return to the other Party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other Party, certify in writing that it has done so.

‍

10.2 Confidential Information shall not include any information that the recipient can establish:

(a) was publicly known and made generally available in the public domain prior to the time of disclosure;

(b) becomes publicly known and made generally available after disclosure through no breach of the Agreement or any other contractual obligation;

(c) is already known by or legally in the possession of the recipient at the time of disclosure; and/or

(d) is lawfully disclosed to the recipient, without confidentiality obligation, by a third party.

10.3 Either Party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).

‍

10.4 The Customer expressly acknowledges and agree that the Services (including the Company Content but excluding Customer Data) and Software and the Agreement including, in particular, the pricing, constitute Confidential Information of the Company. The Company expressly acknowledges and agrees that the Customer Data constitutes Confidential Information of the Customer.

‍

10.5 Notwithstanding anything to the contrary, the Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Company will be free to:

(a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and

(b) disclose such data where required solely in aggregate or other de-identified form.

‍

11. Data Protection

‍

11.1 The Parties shall at all times comply with the provisions of the Data Protection Legislation and shall provide each other with any assistance reasonably required in order to ensure such compliance.

11.2 The terms of the Data Processing Addendum contained at Annex 1 to these Terms shall apply to any processing of Personal Data by the Company on behalf of the Customer under the Agreement (“DPA”).

11.3 As per the DPA, the parties agree that the Company is the Processor of any Personal Data in the Customer Data such as names and contact details for the Customer’s network of contacts. Accordingly, the Customer warrants,  represents and undertakes that the Customer has the right to upload the Personal Data contained in the Customer Data to the Software.

11.4 The DPA includes a current and up to date list of any sub-processors utilised by the Company when processing Personal Data. This list may be updated from time to time according to requirements and it is the Customer’s responsibility to ensure that it reviews the list of sub-processors from time to time.

11.5 In entering into this Agreement the Customer warrants and represents that it has read the DPA in full and agrees to be bound by its terms.

‍

12. Artificial Intelligence

‍

12.1 The Parties will comply with all applicable laws and regulations governing the use of artificial intelligence (“AI”) technologies, including but not limited to the EU AI Act or equivalent legislation, and the Customer shall not use the Services for any purpose that would require the Company to obtain additional regulatory approvals or certifications without prior written agreement.

12.2 The Company shall implement reasonable safeguards to minimize any algorithmic bias and discriminatory outcomes in its delivery of the Services and shall conduct annual audits and update models regularly in order to mitigate bias.

12.3 The Company shall process and otherwise utilise Customer Data only to provide the Services, provided always that the Company may use Customer Data in aggregated and/or anonymised form to train or improve the Company’s Services or AI models.

12.4 The Company shall not (a) disclose or sell Customer Data to third parties, or (b) use Customer Data for marketing, analytics, or product development, unless expressly authorised in writing by Customer.

12.5 The Company shall ensure that any third-party AI system used in delivering the Services is exclusively deployed in a ring-fenced, secure environment such that the Customer Data is protected and kept private from the third-party AI provider. Use of third-party AI shall be subject to the same contractual obligations between the Parties.

‍

13. Term and termination

‍

13.1 Subject to earlier termination as provided below, the Agreement shall commence on the Effective Date and continue for the Initial Service Term as specified in the Order Form.

13.2 The Term shall thereafter be automatically renewed for additional periods of 12 months (each a “Renewal Term”), unless either party requests termination at least thirty (30) days prior to the end of the Initial Service Term or Renewal Term (as applicable) (collectively, the “Term”).

13.3 In addition to any other remedies it may have, either Party may terminate the Agreement by written notice to the other Party, if the other Party:

(a) commits a material breach of this Agreement and such breach is not remediable;

(b) materially breaches any terms of the Agreement which is not remedied within fifteen (15) days of receiving written notice of such breach; or

(c) becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.

‍

13.4 On termination, if applicable, the Customer will pay in full all outstanding Service Fees for the Services and any additional services in accordance with the Order Form up to and including the last day on which the Services are provided.

13.5 All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

13.6 Without prejudice to clause 13.3, the Company may, in addition, and without liability, terminate the Agreement, or alternatively, may suspend access to and use of the Services, by giving the Customer written notice if:

(a) any provision of clause 3.3 or clause 3.4 is breached; and/or

(b) the Customer is in persistent or repeated breach of any of the Customer’s obligations under the Agreement (whether or not it is the same obligation that is breached and whether or not such breaches are remedied).

‍

14. Force majeure

‍

14.1 Neither Party will be liable to the other for any failure or delay in performing its obligations under the Agreement which arises because of any circumstances which it cannot reasonably be expected to control (which shall include Act of God, pandemic or epidemic, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving personnel of the Company or a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery or breakdown in machinery, or interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing (each a “Force Majeure Event”), but shall not include shortage or lack of available funds on the Customer’s part), provided that it:

(a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects;

(b) uses reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other; and

(c) uses reasonable efforts to resume performance as soon as reasonably practicable.

‍

14.2 Should a Force Majeure Event continue uninterrupted for a period of three (3) months or more then either Party shall be entitled to terminate the Agreement upon written notice to the other Party, provided always that such termination will not impact upon any rights or obligations which have already accrued (including but not limited to any payment obligations).

‍

15. General

‍

15.1 Non-Solicitation: During the Term and for a period of twelve (12) months after the termination or expiry of the Agreement, neither Party shall, without the other Party’s prior written consent, directly or indirectly solicit for employment, employ, or engage any of the other Party’s employees, contractors or sub-contractors with whom the other Party has had material contact in connection with the Services. However, this clause 15.1 shall not apply to any individual who responds to a general advertisement or recruitment campaign that is not specifically directed at either Party’s personnel.

‍

15.2 Notices: All notices under the Agreement will be in writing and will be delivered by email to the email addresses noted in the Order Form. Delivery of any notice will be taken to have occurred when receipt is electronically confirmed.

‍

15.3 No Waiver: Unless the Parties expressly agree otherwise in writing, if a Party:

(a) fails to exercise or delays exercising or only exercises partially any right or remedy provided under the Agreement or by law; or

(b) agrees not to exercise or to delay exercising any right or remedy provided under the Agreement or by law;

then that Party shall not be deemed to have waived and shall not be precluded or restricted from further exercising that or any other right or remedy.

‍

15.4 No Agency: No agency, partnership, joint venture, or employment is created as a result of the Agreement and neither Party has any authority of any kind to bind the other Party in any respect whatsoever.

‍

15.5 Severability: If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions of the Agreement will otherwise remain in full force and effect and enforceable.

‍

15.6 Assignment: The Agreement is not assignable, transferable or sub-licensable by the Customer except with the Company’s prior written consent. The Company may sub-contract, transfer and/or assign any of its rights and obligations under the Agreement without the Customer’s consent.

‍

15.7 Third Party Rights: A person who is not a party to the Agreement shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

‍

15.8 Anti-Bribery: Each Party shall at all times ensure that it complies with the terms of the Bribery Act 2010 and that it does not commit (or procure the commission of) any breach of that the Bribery Act 2010.

‍

15.9 Sanctions: Each Party agrees that it will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, the Office of Financial Sanctions Implementation (OFSI) of the U.K. HM Treasury and the E.U. Sanctions List. Neither Party will directly or indirectly export, re-export, or transfer the Services to prohibited countries or individuals or permit use of the Services by prohibited countries or individuals.

‍

15.10 Entire Agreement: The Agreement represents the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, provided always that nothing in this clause will operate to limit or exclude any liability for fraud or fraudulent misrepresentation. No other representations or terms shall apply or form part of the Agreement and each Party acknowledges that it has not been influenced to agree to the Agreement by, and shall have no rights or remedies (other than for breach of contract) in respect of, anything the other Party has said or done or committed to do, except as expressly recorded in this Agreement.

‍

15.11 Variations: Save as otherwise stated herein, any variations to this Agreement must be in writing and signed by both Parties.

‍

15.12 Law and Jurisdiction: This Agreement are governed by the laws of England and Wales. Both Parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with this Agreement or its subject matter, but the Company is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights.

‍

16. Digital Operational Resilience Act (DORA)

‍

16.1 Where the Customer is subject to the provisions of DORA, this Agreement will also be subject to the terms of the DORA Addendum attached as Annex 2 to these Terms and which sets out certain additional contractual clauses related to the DORA regulation (Regulation (EU) 2022/2554) (the “DORA Additional Clauses”).

‍

16.2 Where clause 16.1 applies, in entering into this Agreement the Customer warrants and represents that it has read the DORA Addendum in full and agrees to be bound by its terms.

ANNEX 1

DATA PROCESSING ADDENDUM

The Data Processing Addendum is available at https://www.atominvest.co/legals/atominvest-data-processing-addendum and forms part of the Agreement

‍
ANNEX 2

DORA ADDENDUM

The DORA Addendum is available at https://www.atominvest.co/legals/dora-addendum and, where applicable in accordance with clause 16.1, forms part of the Agreement.

‍