Service Agreement

INTRODUCTION

Ravio Technologies Limited, a company registered in the United Kingdom with registered company number 13864162, and with its registered address at 71-75 Shelton Street, London, England, WC2H 9JQ ("Ravio"), operates a compensation benchmarking and management platform, which it makes available as a service (the "Platform").

This agreement (comprising this Services Agreement and, if applicable, any Order Form) (“Agreement”) sets out the terms and conditions upon which you may use the Services (as defined below). By using the Platform or signing an Order Form, you (“Customer") agree to and accept this Services Agreement and, if applicable, the Order Form.

You expressly agree that by using the platform your provision to us of employee data, whether in an anonymised form or otherwise, will be used by Ravio in accordance with this Agreement, including for the purposes of enhancing its database(s) of anonymised employee compensation data.

If the individual accepting this Services Agreement and, if applicable, any Order Form is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to these terms, in which case the terms 'Customer' and 'you' shall refer to such entity.

This agreement may not, in any way, be extended for use by an entity of the Customer which is an equity investment company holding, directly or indirectly, shares as an investment in the Customer or a related entity or affiliate of the Customer nor, where the Customer is itself an equity investment company, use by any entity in which it holds, directly or indirectly, shares as an investment.

The Customer may procure the Services for use by an Affiliate but such use shall be deemed to be use by the Customer and such Affiliate shall not become a party to this Agreement and the terms and conditions of this Agreement shall apply equally to such use by the Customer's Affiliate. The Customer expressly agrees and warrants that such Affiliate shall have no rights under this Agreement or otherwise against Ravio. Any monetary limitation of liability shall apply to the Customer and its Affiliates as a whole and not individually. The Customer acknowledges that it is fully responsible for any breach of the terms of this Agreement caused by any of its Affiliates and/or Authorised Users.

INTERPRETATION
1. In this Agreement, save where the context requires otherwise, the following words and expressions have the following meanings:
  
  "Affiliate" means any entity which: controls a party to this Agreement; is controlled by a party to this Agreement or is controlled by an entity which also controls a party to this Agreement and where 'control' shall mean the ability to control the affairs of that entity whether by majority shareholding or otherwise. An Affiliate shall not include an equity investment entity.
  
  “API” means an application programming interface;
  
  "Authorised User" means an employee or contractor of the Customer or its Affiliates who is authorised by the Customer to access the Platform;
  
  “Commencement Date” means the date that you accept this Agreement or such other date set out in the Order Form (if applicable);
  
  "Confidential Information" means information relating to the business affairs of a party or its Affiliates which is identified as confidential or proprietary by either party, or the nature of which is clearly confidential or proprietary;
  
  "Customer Materials" means all Materials provided by or on behalf of the Customer to Ravio in connection with this Agreement;
  
  "Data Processing Addendum" or "DPA" means the Data Processing Addendum forming part of this Agreement;
  
  "Documentation" means the documentation that is made generally available by Ravio in connection with the Platform;
  
  "Employee Compensation Data" means that element of Customer Materials relating to how the Customer rewards its employees;
  
  "Fees" means the fees set out in any Order Form, including the Platform Fee and any set up fees;
  
  "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
  
  "Initial Subscription Term” means the initial period set out in the Order Form or if no initial period has been set out in the Order Form, a twelve (12) month period commencing on the Commencement Date;
  
  "Order Form" means any order form signed (whether electronically or otherwise) by the parties in respect of paid-for Platform modules and which, amongst other things, sets out the Platform Fee;
  
  "Materials" means software, firmware, tools, documentation, reports, data, diagrams, procedures, plans and other materials;
  
  “Platform Fee” means any fee as set out in an Order Form to use the Platform and/or to access other paid-for modules or services offered by Ravio from time to time;
  
  "Ravio Benchmarking Database" means the compensation benchmarking and management database(s) and platform(s) of anonymised data used by Ravio in its provision of benchmarking data to the Customer and its other customers in the 'Explore the Market' section of the Platform;
  
  "Ravio Materials" means all Materials provided by or on behalf of Ravio in connection with this Agreement, other than the Third Party Materials;
  
  "Renewal Term" means each period of twelve (12) months following the Initial Subscription Term;
  
  “Services” means access to the Platform (including any specific modules) and any items, deliverables, services, design services and works provided or required to be provided by Ravio to the Customer under and in accordance with this Agreement;
  
  "Third Party Materials" means all Materials provided by or on behalf of Ravio in connection with this Agreement, the Intellectual Property Rights in which are owned by a third party;
  
  “Trial Period” means the length of time indicated in the offer notified to the Customer by Ravio (or as set out in the Order Form) in which the Customer may trial the agreed Services;
  
  "User Account" means an account set up for the Customer by Ravio with an ID and authentication method that an Authorised User uses to access the Platform;
  
  "VAT" means value added tax (and any equivalent tax payable in any jurisdiction); and
  
  "Virus" means any thing or device (including any software, code, file or program) 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 program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including works, Trojan horses, viruses and other similar things or devices.
2. In this Agreement, unless the context otherwise requires:
  
  Clause, Addendum, Annex and paragraph headings shall not affect the interpretation of this Agreement.
  
  The Addendums together with the Annexes thereto form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Addendums.
  
  A reference to a company shall include any company, corporation, limited liability partnership or other body corporate, wherever and however incorporated or established.
  
  Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  
  A reference to any party shall include that party's personal representatives, successors and permitted assigns.
  
  A reference to writing or written includes email.
  
  Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
  
  References to clauses are to the clauses in the main terms and conditions of this Agreement and references to paragraphs are to paragraphs of the relevant Addendum or Annex thereto.
  
  Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. Where a provision in an Order Form directly conflicts with any provision of this Agreement then such provision in the Order Form shall take precedence.
4. Where a provision in a table directly conflicts with any provision in the text then the terms of the text shall take precedence.
DURATION
1. The Agreement shall commence on the Commencement Date and shall continue until it expires or is terminated by either Party in accordance with its terms.
ACCESS TO THE RAVIO SERVICE
1. Ravio grants the Customer a non-exclusive, non-transferable licence from the Commencement Date for the duration of this Agreement to access, use, and permit Authorised Users to access and use the Platform, in accordance with and subject to the terms and conditions of this Agreement and only for the Customer's internal business purposes. The Customer may not otherwise sublicence the rights granted in this clause 3.1.
2. The Customer must prevent any unauthorised access to, or use of, the Platform, and must promptly notify Ravio in writing in the event of any such unauthorised access or use. If the Customer has any concerns about the login details for any User Account, or thinks any of them may have been misused, the Customer shall notify Ravio at legal@ravio.com. The Customer must immediately notify Ravio if the Customer becomes aware that the login details of any Authorised User are lost, stolen, or otherwise compromised.
3. The Customer shall be responsible for all acts and omissions of an Affiliate and/or Authorised User as if they were the acts and omissions of the Customer itself and shall immediately end any Affiliate's and/or Authorised User's right to access and use the Platform if the Affiliate and/or Authorised User ceases its relationship or with the Customer or Affiliate as the case may be.
PLATFORM UPDATES AND MODIFICATIONS
1. Ravio shall provide the Services through the Platform in accordance with the prevailing functionality of the Platform from time to time.
2. Ravio may modify or update the Platform at any time provided that Ravio shall:
  1. make available to the Customer all improvements and additional features and functionality that Ravio incorporates into its standard service offering for the Platform; and
  2. not make any modifications or updates that will materially reduce the functionality of the Platform, or that are otherwise likely to have a materially detrimental effect on the use of the Platform by any Authorised User, unless such modifications or updates are required to reflect legal adjustments or regulatory changes.
3. Notwithstanding clauses 4.1 and 4.2, the Customer acknowledges that Ravio is always innovating and finding ways to improve the Platform. The Customer therefore agrees that the Platform may change from time to time and that no warranty, representation or other commitment is given in relation to the continuity of any particular functionality of the Platform.
CUSTOMER'S OBLIGATIONS
1. The Customer:
  1. must comply with the terms of this Agreement and all applicable laws and regulations with respect to its use of the Platform and its activities under this Agreement;
  2. must ensure that the Customer ends an Authorised User's right to access and use the Platform, if the Authorised User ceases its employment or other relationship with the Customer;
  3. must notify Ravio in writing if there are any changes to any of the Customer's contact details provided as part of the customer onboarding process or any Order Form;
  4. must ensure that its network and systems, including its internet browser and operating systems, comply with any relevant specifications provided by Ravio in writing (including e-mail) from time to time;
  5. is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Platform
  6. is solely responsible for the provision of any required data, either by setting up the API in accordance with any relevant specifications provided by Ravio in writing (including e-mail) from time to time and ensuring that its Authorised Users have the appropriate permissions to the Platform or otherwise; and
  7. must not do, or allow any Authorised Users or other persons to do, any of the following: (i) access, store, distribute, or transmit any Virus through the Platform; (ii) use the Platform to access, store, distribute, or transmit any material that is unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive; (iii) use the Platform in a manner that is illegal or causes damage or injury to any person or property; (iv) use any automated system, including without limitation "robots", "spiders", or "offline readers", to access the Platform in a manner that sends more request messages to the Platform than a human can reasonably produce in the same period of time by using a conventional online web browser; (v) attempt to interfere with or compromise the integrity or security of the Platform, and Ravio reserves the right, without liability or prejudice to its other rights under this Agreement, to disable all or any User Accounts or access to all or any part of the Platform by any Authorised User, for any breach of any provision of this clause 5.1(g).
2. Ravio may monitor the Customer's and Authorised Users' use of the Platform to ensure the quality of, and improve, the Platform, and verify the Customer's compliance with this Agreement.
3. The Platform may contain links to, or call the servers of, third party websites, data or services that are not under Ravio's control, solely at the direction of and/or as a convenience to the Customer ("Third Party Sites"). As such, Ravio is not responsible for, and makes no express or implied warranties regarding, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding use and privacy in respect of, Third Party Sites. Access to and use of Third Party Sites, including information, content, material, products, and services on such websites or available through such websites, is solely at the Customer's risk.

INTELLECTUAL PROPERTY RIGHTS

Customer Intellectual Property Rights:
1. The Customer is the owner or licensee of all Intellectual Property Rights in the Customer Materials (the “Customer IP”) including Employee Compensation Data in a non-anonymised format as described in Section 6.4(b)(i). Subject to clause 6.4(b)(ii) below in relation to anonymisation of Employee Compensation Data and its inclusion in the Ravio Benchmarking Database, any modifications and enhancements to Customer IP are also to be treated as Customer IP. Except as expressly set out in this Agreement, the Customer does not grant Ravio any rights to or licenses in respect of the Customer Materials or Customer IP.
2. Subject to clause 6.4(b)(ii) below in relation to anonymisation of Employee Compensation Data and its inclusion in the Ravio Benchmarking Database, the Customer grants Ravio a non-exclusive, non-transferable, worldwide, royalty free licence to use (and to sub-license its subcontractors/Subprocessors (as defined in the DPA) to use the Customer IP for the duration of this Agreement for Ravio’s general performance of its obligations under this Agreement.
The Customer represents and warrants to Ravio that it has the necessary rights, title, interest, licences or other consents, necessary to allow Ravio to use the Customer Materials or Customer IP in accordance with this Agreement.
The Customer shall maintain a backup of the Customer Materials and except as expressly provided for in this Agreement, Ravio shall not be responsible or liable for any loss or damage to Customer Materials.

Ravio Intellectual Property Rights:

Ravio is the owner or a licensee from third parties of all Intellectual Property Rights in relation to the Platform and the Services, including the Ravio Materials and any other Intellectual Property Rights made available to the Customer by or on behalf of Ravio (the "Ravio IP"). Modifications and enhancements to Ravio IP shall be treated as Ravio IP. Except as expressly set out in this Agreement, Ravio does not grant to the Customer any rights to or licenses in respect of the Services, Ravio Materials or Ravio IP.
The Customer agrees and acknowledges that the Employee Compensation Data provided by the Customer shall be:
1. retained in a non-anonymised form as part of the Customer Materials and Customer IP in order to permit the Customer to compare it to Ravio’s benchmarked data; and
2. converted to an anonymised form by Ravio for the sole purpose of inclusion in the Ravio Benchmarking Database. The Customer agrees and acknowledges that all Intellectual Property Rights in this anonymised data and the Ravio Benchmarking Database shall at all times belong to Ravio.
Ravio grants the Customer a non-exclusive, non-transferable, worldwide, royalty-free, non-sublicensable licence for the duration of this Agreement to access and use, and to allow the Authorised Users to access and use, the Platform, the Documentation and Ravio IP as required to enable the Customer to use the Services. The Customer may make as many copies of the Documentation as the Customer considers necessary for an Authorised User to make full use of the Platform and for backup, testing and security purposes.

This table shows in a simplified form the ownership and licencing of Customer Materials, Employee Compensation Data, anonymised Employee Compensation Data and the Ravio Benchmarking Database.

Who Owns What?	Ravio Owns	Customer Owns
Customer Materials supplied to Ravio via any means and which is held by Ravio in a non-anonymised format	No	Yes
Customer Materials being Employee Compensation Data as anonymised by Ravio	Yes	No

Who licenses what and for what period?	Ravio Licence to Customer	Customer Licence to Ravio	Period of Licence
Customer Materials supplied to Ravio via any means and which is held by Ravio in a non- anonymised format	No	Yes	For the duration of the agreement
Customer Materials being Employee Compensation Data as anonymised by Ravio and part of the Ravio Benchmarking Database	Yes	No	For the duration of the agreement

The Customer will not, and shall procure that its Authorised Users shall not, when using the Platform: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; (ii) except as permitted by law for the purposes of ensuring interoperability with other systems or programs, attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Platform; (iii) access all or any part of the Platform in order to build a product or service which competes with the Platform, or use or attempt to use the Platform to directly compete with Ravio; or (iv) erase or remove any proprietary or intellectual property notice contained in the Platform.
Indemnity: Each party shall indemnify and keep indemnified the other party against all claims, losses, damages, legal costs and expenses incurred by the other party where: (i) in the case of Ravio, the Services and/or any Ravio Materials or Ravio IP; or (ii) in the case of the Customer, any Customer Materials or Customer IP are alleged to infringe the intellectual property rights of a third party. Such indemnity is conditional upon the indemnified party: (i) promptly giving to the indemnifying party written notice of the claim; (ii) not making any admission or taking any other action which would prejudice any defence or settlement of the claim by the indemnifying party; (iii) delegating the entirety of the defence or settlement to the indemnifying party; and (iv) providing such assistance as the indemnifying party may reasonably require. The indemnity does not apply to any use of materials or intellectual property which is outside the scope of their use as provided for in this Agreement.
Trade marks and feedback: Subject to obtaining the Customer's prior express written consent, Ravio may use the Customer's name, logo, and related trade marks: (i) in any of Ravio's publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Customer uses the Platform; (ii) alongside any testimonials that the Customer has agreed to give.

Notwithstanding the foregoing, Ravio may at any time use the Customers name only in non-public promotional materials for example, but not limited to, marketing approaches to potential customers, submissions or tenders to potential customers or inclusion on participant lists. Subject to the foregoing, the Customer grants Ravio such rights as are necessary to use its name, logo, related trade marks and testimonials solely for the purpose of this clause 6.7.

DATA PROTECTION
1. To the extent that Ravio processes any Customer Personal Data (as defined in the DPA) on behalf of the Customer as a processor under this Agreement it shall do so in accordance with the DPA.
2. For the avoidance of doubt, the Customer agrees that Ravio will use anonymised Customer Personal Data for the purposes of enhancing the Ravio Benchmarking Database. Given that the data used for these purposes is anonymised, it does not meet the definition of 'personal data' as defined in the Data Protection Laws (as defined in the DPA), and so the Data Protection Laws do not apply in respect of this anonymised data.
CONFIDENTIAL INFORMATION
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: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the receiving party's lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or (v) is required to be disclosed by applicable law, by any court of competent jurisdiction or by any regulatory or administrative body having the power to require disclosure.
2. Each party shall hold the other party's Confidential Information in confidence and, unless required by applicable law, shall not make the other party's Confidential Information available for use for any purpose other than as needed to perform the terms of this Agreement. Each party shall ensure that its employees, agents or contractors are bound by written obligations of confidentiality.
3. Where required to do so by applicable law, a court or regulatory authority to disclose the other party's Confidential Information it shall, to the fullest extent permitted by law, advise the other party of the disclosure.
4. Each party shall take a backup of its own Confidential Information and shall not be responsible to the other party for any loss, destruction, alteration, or disclosure of Confidential Information.
FEES AND PAYMENT
1. The Customer shall pay Ravio the Fees set out in the applicable Order Form (to be provided separately by Ravio).
2. The Customer is referred to the payment requirement and conditions contained in the Order Form.
SUSPENSION AND TERMINATION
1. Subject to any initial Subscription Term and/or Renewal Term agreed in an Order Form, this Agreement shall commence on the Commencement Date and shall continue until otherwise terminated in accordance with this Agreement (including, the terms of any Order Form).
2. Where the parties have not agreed an Initial Subscription Term and/or Renewal Term:
  1. the Customer may terminate this Agreement for its convenience at any time on immediate prior written notice; or
  2. Ravio may terminate this Agreement for its convenience at any time with thirty (30) days' prior written notice to the Customer whereupon notice the Customer shall cease use of all terminated services; or
  3. the Agreement shall automatically terminate at the expiry of the Trial Period
3. For the avoidance of doubt, references in this clause 10 or the Order Form to termination by Ravio may refer to termination of this Agreement as a whole or, in relation to the specific services offered by Ravio only.
4. Without prejudice to any other rights or remedies available to Ravio, if the Customer fails to pay any sum due to Ravio and such sum remains outstanding for a further thirty (30) days following notice requiring such sum to be paid, Ravio may immediately terminate this Agreement on giving notice to the Customer, without liability for Ravio to the Customer.
5. Without prejudice to any other rights and remedies available to Ravio, Ravio may terminate this Agreement by notice with immediate effect, or such notice as Ravio may in its sole discretion elect to give, if the Customer: (a) infringes Ravio's Intellectual Property Rights in the Platform or any other Services; (b) is in breach of clauses 6.5 and/or 8; and/ or (c) is in breach of any applicable law. For the avoidance of doubt, a breach of clauses 6.5 and/or 8, any infringement of Ravio’s Intellectual Property Rights or breach of applicable law committed by the Customer or an Authorised User may be treated by Ravio as a material breach of this Agreement which is not capable of remedy.
6. Without prejudice to any other rights and remedies available to Ravio, Ravio may immediately suspend any User Account, and the Customer's or any Authorised User's right to access and use the Platform without giving prior notice to the Customer if the Customer in material or persistent breach of any of the terms of this Agreement or where Ravio reasonably suspects the Customer to be in such breach.
7. Without prejudice to any other rights and remedies available to it, either party may terminate this Agreement at any time with immediate effect on giving notice in writing to the other party, if that other party:
  1. is in material or persistent breach of any of the terms of this Agreement and either that breach is incapable of remedy, or, if capable of remedy, the other party fails to remedy the breach within thirty (30) days after receiving written notice requiring it to remedy the breach; or
  2. is unable to pay its debts, or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
8. On expiry or termination of this Agreement for any reason:
  1. all rights and licenses granted under this Agreement shall immediately terminate and the Customer's right to access and use, and grant Authorised Users the right to access and use the Platform and any other Services will end;
  2. each party shall return to the other party or (at the other party's request) destroy, and make no further use of, any Confidential Information (and all copies thereof) belonging to the other party (provided that each party may retain documents and materials containing Confidential Information to the extent required by law or any applicable governmental or regulatory authority).
9. Expiry or termination of this Agreement for whatever reason shall not affect any rights or remedies of the parties that have accrued up to the date of expiry or termination.
10. Any provision of this Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of this Agreement, including the provisions relating to confidentiality, limitation of liability and intellectual property, shall survive and continue in full force and effect.
LIMITED WARRANTY
1. Ravio shall use commercially reasonable efforts to make the Platform available at all times. The Customer accepts that the Platform may not be available from time to time for the purposes of upgrades or essential maintenance.
2. Other than as set out in clause 11.1, the Platform is provided on an "as is" and "as available" basis and Ravio gives no representations, warranties, conditions or other terms of any kind in respect of the Platform, whether express or implied, including (but not limited to) warranties of description, satisfactory quality, or fitness for a particular purpose.
3. Except as expressly provided for in this Agreement:
  1. all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement; and
  2. Ravio will not be responsible for any interruptions, delays, failures, or non-availability affecting the Platform or the performance of the Platform which are caused by third party services (including Third Party Sites), errors or bugs in third party software, hardware, or the Internet on which Ravio relies to provide the Platform, or any changes to the Customer Materials within the Platform made by or on behalf of the Customer, and the Customer acknowledges that Ravio does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.
LIABILITY
1. The Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Ravio shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Ravio by the Customer in connection with the Services, or any actions taken by Ravio at the Customer's direction.
2. Subject to clause 12.3, neither party will be liable to the other party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss arising under or in connection with this Agreement that fall into any of the following categories: loss (whether direct or indirect) of profit, goodwill, business, business opportunity, revenue, turnover or reputation; loss (whether direct or indirect) of anticipated saving or wasted expenditure; loss of or damage to data; or any special, indirect or consequential damage or loss, costs or expenses.
3. Nothing in this Agreement excludes or limits either party's liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. any liability which under applicable law may not be excluded or limited.
4. Ravio Liability: Subject to clauses 12.2, 12.3 and 12.6, Ravio's total liability for all events causing loss arising in each twelve (12) month period of this Agreement the first such period commencing with the Commencement Date whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, arising under or in connection with the Agreement shall in all circumstances be limited to the Fees paid and payable by the Customer in such twelve (12) month period provided that if the Customer is not contracted to pay Fees then Ravio's total liability in any such twelve (12) month period shall be limited to £100.
5. Customer Liability: Subject to clauses 12.2, 12.3 and 12.6, the Customer's total liability for all events causing loss arising in each twelve (12) month period of this Agreement the first such period commencing with the Commencement Date whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, arising under or in connection with the Agreement shall in all circumstances be limited to the Fees paid and payable by the Customer in such twelve (12) month period provided that if the Customer is not contracted to pay Fees then the Customer's total liability in any such twelve (12) month period shall be limited to £100. Nothing in the foregoing shall limit the liability of the Customer to pay any Fees.
6. For the avoidance of doubt, neither party limits its liability under clause 6.6 (intellectual property indemnity).
7. The Customer agrees that having regard to the nature of the Services and any applicable Fees that the terms of this clause 12 are reasonable.
GENERAL
1. Written communications. Applicable laws may require that some of the information or communications that Ravio sends to the Customer should be in writing. The Customer accepts that communication with Ravio will mainly be electronic. Ravio will contact the Customer by e-mail. For contractual purposes, the Customer agrees to this electronic means of communication and the Customer acknowledges that all contracts, notices, information and other communications that Ravio provides to the Customer electronically comply with any legal requirement that such communications be in writing.
2. Variation. No amendment to this Agreement shall be valid unless it is signed by both parties in writing by their respective authorised representatives.
3. Notices. All notices given by the Customer to Ravio must be submitted to legal@ravio.com. Ravio may give notice to the Customer at either the e-mail or postal address the Customer provides to Ravio in the Order Form or provided during the customer onboarding process. Notice will be deemed received and properly served twenty four (24) hours after an e-mail is sent or three (3) days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee and where no non delivery notice was received.
4. Transfer of any rights and obligations. The Customer may not transfer, assign, charge or otherwise deal in this Agreement, or any of the Customer's rights or obligations arising under this Agreement, without Ravio's prior written consent.
5. Events outside a party's control. Neither party shall be liable to the other party for any delay or non-performance of any of its obligations under this Agreement arising from any cause beyond its reasonable control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, act of a third party unless an approved sub-contractor of Ravio, governmental act, war, fire, flood, pandemic or epidemic, explosion, or civil commotion. Notwithstanding the foregoing, nothing in this clause shall excuse the Customer from any payment obligation under this Agreement.
6. Entire agreement. This Agreement represents the entire agreement between the parties in relation to the Services and supersedes all prior discussions, promises, assurances, warranties, representations, negotiations, understandings and agreements in relation to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
7. Third party rights. Except where a person is expressly stated in this Agreement to be entitled to exercise third party rights, a person who is not a party to this Agreement may not enforce any of its terms whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
8. Waiver. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
9. Severability. If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of this Agreement shall not be prejudiced.
10. Law and jurisdiction.
  1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
  2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing shall however limit the rights of a party to seek interim protective relief in any applicable jurisdiction.

DATA PROCESSING ADDENDUM ("DPA")

BACKGROUND
1. This DPA applies as set out in clause 7.1 of the Agreement. In the event of a conflict between any of the provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail.
DEFINITIONS
1. Unless otherwise set out below, each capitalised term in this DPA shall have the meaning set out in the Agreement and the following capitalised terms used in this DPA shall be defined as follows:
  
  "Customer Personal Data" means any personal data contained in the Customer Materials, including (personal data uploaded by the Customer to the Platform that Ravio Processes on behalf of the Customer or one of its Affiliates for the duration of the Agreement in connection with the Customer's use of and access to the Platform;
  
  For the avoidance of doubt, Customer Personal Data shall not include any personal data which is anonymised or deidentified whether by the Customer at the time of its supply to Ravio or anonymised or deidentified by Ravio after which the identifiable data is destroyed.
  
  "Controller" means “controller” or “business” as defined by any applicable Data Protection Laws.
  
  "Data Protection Laws" means:
  1. to the extent that UK GDPR applies, the law of the United Kingdom or a part thereof which relates to the protection of personal data;
  2. to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Ravio is subject, which relates to the protection of personal data or
  3. to the extent applicable, the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq. (“CCPA”), together with any amending or replacement legislation, including the California Privacy Rights Act of 2020 and any regulations promulgated thereunder, and all other equivalent or similar laws and regulations in any relevant jurisdiction relating to Personal Data and privacy, as each may be amended, extended or re-enacted from time to time.
  "Data Subject" means “data subject” or “consumer” as defined by any applicable Data Protection Laws.
  
  "European Economic Area" or "EEA" means the Member States of the European Union together with Iceland, Norway, and Liechtenstein;
  
  "EU GDPR" means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council;
  
  "Personal Data" means “personal data”, “personal information” or “personally identifiable information” as defined by any applicable Data Protection Laws.
  
  "Processor" means “processor” or “service provider” as defined by any applicable Data Protection Laws.
  
  "Security Incident" means any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Customer Personal Data;
  
  "Standard Contractual Clauses" means the appropriate standard contractual clauses annexed to the Commission Implementing Decision C/2021/3972 or such other clauses as are approved by the European Commission from time to time (where EU GDPR applies) or adopted by the United Kingdom Information Commissioner (where UK GDPR applies);
  
  "Subprocessor" means any Processor engaged by Ravio who agrees to receive from Ravio Customer Personal Data; and
  
  " UK GDPR" as it forms part of the law of England and Wales, Scotland and Northern Ireland has the meaning given by the European Union (Withdrawal) Act 2018.
  
  The terms "Process" and "Supervisory Authority" shall have the same meaning as set out in applicable Data Protection Laws.
DATA PROCESSING
1. In this Agreement Ravio shall act as a Processor for Customer Personal Data of which the Customer or its Affiliates is a Controller.
2. Ravio will only Process Customer Personal Data in accordance with:
  1. the Agreement, to the extent necessary to provide the Services to the Customer; and
  2. the Customer's written instructions,
  unless Processing is required by European Union, Member State or other Data Protection Laws to which Ravio is subject, in which case Ravio shall, to the extent permitted by applicable law, inform the Customer of that legal requirement before Processing that Customer Personal Data.
3. Ravio shall implement the technical and organisational measures referred to in paragraph 6.1 to protect against unauthorised or unlawful processing and against loss or destruction or damage to the Customer Personal Data.
4. The Agreement (subject to any changes to the Services) and this DPA shall be the Customer's instructions to Ravio in relation to the Processing of Customer Personal Data.
5. To the extent that any of the Customer's instructions require Processing of Customer Personal Data in a manner that falls outside the scope of the Services, Ravio may:
  1. make the performance of any such instructions subject to the payment by the Customer of any costs and expenses incurred by Ravio or such additional charges as Ravio may reasonably determine; or
  2. terminate the Agreement and the Services.
6. The Customer shall provide all applicable notices to Data Subjects required under applicable Data Protection Laws for the lawful Processing of Customer Personal Data by Ravio in accordance with this Agreement.
7. The Customer warrants that it has obtained and will obtain any necessary consents required under applicable Data Protection Laws for the lawful transfer to and Processing of Customer Personal Data by Ravio in accordance with this Agreement.
8. Data Processing Particulars - the scope, nature and purpose of and the duration of the Processing together with the types of personal data and categories of Data Subject are set out in Data Processing Particulars
9. To the extent the CCPA applies, Ravio shall (i) not sell or share (as defined by the CCPA) Customer Personal Data, (ii) not retain, use, or disclose the Customer Personal Data outside the direct business relationship between Ravio and Customer, unless expressly permitted by the CCPA, (iii) comply with all applicable sections of the CCPA and the regulations, including with respect to the Customer Personal Data that it collected pursuant to the Agreement, providing the same level of privacy protection as required of businesses by the CCPA and the regulations, (iv) take reasonable and appropriate steps to ensure that Ravio uses the Customer Personal Data that it collected pursuant to the Agreement in a manner consistent with Customer’s obligations under the CCPA and the regulations and (v) grant Customer the right, upon notice, to take reasonable and appropriate steps to stop and remediate Ravio’s unauthorized use of the Customer Personal Data.
SUBPROCESSORS
1. The Customer agrees that Ravio may from time to time use Subprocessors (including Google Cloud, Merge, Kombo and Auth0) to Process Customer Personal Data, provided it enters into, in accordance with Data Protection Laws, a written agreement with the Subprocessor which imposes the same obligations on the Subprocessor with regard to their Processing of Customer Personal Data as are imposed on Ravio.
2. Ravio shall at all times remain responsible for compliance with its obligations under the DPA and will be liable to the Customer for the acts and omissions of any Subprocessor as if they were the acts and omissions of Ravio
3. Ravio shall provide the Customer with notice of any proposed changes to the Subprocessors it uses to Process Customer Personal Data (including any addition or replacement of any Subprocessors).
4. If the Customer wishes to object (acting reasonably) on the grounds that sub-processing will or is likely to lead to a breach of Data Protection Laws then it shall provide written notice to Ravio within seven (7) days of notification by Ravio under paragraph 4.3 (an "Objection"). In the event of an Objection, Ravio will discuss the same with the Customer in good faith. Unless an actual or likely breach of Data Protection Laws is demonstrated Ravio is under no obligation to accommodate an Objection. Subject thereto, Ravio may, at its discretion change the Services to accommodate the Objection. Such a change may involve a change to the Fees. If Ravio is not prepared to change the Services or if the Customer does not accept the proposal within seven (7) days then the Customer may terminate the Agreement by providing not less than thirty (30) days' written notice to Ravio. No pre-paid Fees shall be refundable if the Agreement is terminated by the Customer in accordance with this paragraph 4.4.
INTERNATIONAL TRANSFERS
1. Ravio shall not transfer or otherwise process the Customer Personal Data outside the UK or EEA unless:
  1. the recipient, or the country or territory in which it processes or accesses the Customer Personal Data, ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of Customer Personal Data as set out in a decision of the European Commission or the United Kingdom's Information Commissioner's Office; or
  2. the transfer is based on the appropriate module of the Standard Contractual Clauses; or
  3. the transfer is otherwise lawful under applicable Data Protection Laws.
DATA SECURITY, AUDITS AND SECURITY NOTIFICATIONS
1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Ravio shall at all relevant times implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including (as appropriate) any measures listed in Article 32(1) of the UK GDPR. Such measures include those which can be found at Technical and Organisational Measures and shall be at least equivalent to those published at the Commencement Date.
2. The Customer may, upon reasonable notice, at reasonable times and at its own cost, audit (either by itself or using independent third party auditors) Ravio's compliance with the Processing of Customer Personal Data under this DPA including by conducting audits of Ravio's data processing facilities. Ravio shall assist with any audits conducted in accordance with this paragraph 6.2, provided that:
  1. such audits are carried out in a manner that does not disrupt Ravio's business and are not carried out more than annually;
  2. the Customer reimburses Ravio any costs incurred by Ravio in facilitating such audits, including arranging access to any of Ravio's or its Subprocessors' processing facilities.
  The Customer acknowledges that in relation to Subprocessors that rights of audit may be subject to additional requirements of the Subprocessor including the right to tender in the first instance assurance reports in order to satisfy Customer concerns.
3. Where required under Article 28(3)(h) of the UK GDPR, or other Data Protection Laws, Ravio shall immediately notify the Customer in the event that Ravio believes the Customer's instructions conflict with the requirements of applicable Data Protection Laws or other EU, Member State or UK laws.
4. If Ravio or any Subprocessor becomes aware of a Security Incident, Ravio will (i) notify the Customer of the Security Incident promptly and in any event within forty eight (48) hours after becoming aware of the Security Incident, (ii) investigate the Security Incident and provide such reasonable assistance to the Customer (and any law enforcement or regulatory official) as required to investigate the Security Incident, and (iii) take steps to remedy any non-compliance with this DPA.
5. Ravio shall treat the Customer Personal Data as the Customer's Confidential Information and shall ensure that any employees or other personnel that have access to the Customer Personal Data have agreed in writing to protect the confidentiality and security of the Customer Personal Data and do not Process such Customer Personal Data other than in accordance with this DPA.
ACCESS REQUESTS AND DATA SUBJECT RIGHTS
1. Save as required (or where prohibited) under applicable law, Ravio shall promptly notify the Customer of any request received by Ravio from a Data Subject, whether directly or through a Subprocessor, in respect of their personal data included in the Customer Personal Data and shall not respond to the Data Subject.
2. Ravio shall provide the Customer with the ability to correct, delete, block, access or copy the Customer Personal Data in accordance with the functionality of the Platform.
3. Ravio shall notify the Customer of any request for the disclosure of Customer Personal Data by a governmental or regulatory body or law enforcement authority (including any data protection Supervisory Authority) unless otherwise prohibited by law or a legally binding order of such body or agency.
ASSISTANCE
1. Where applicable, taking into account the nature of the Processing, and to the extent required under applicable Data Protection Laws, Ravio shall:
  1. use all reasonable endeavours to assist Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests for exercising Data Subject rights laid down by applicable Data Protection Laws; and
  2. provide reasonable assistance to the Customer (at the Customer's expense unless the same is due to any breach by Ravio) with any data protection impact assessments and with any prior consultations to any Supervisory Authority of the Customer, in each case solely in relation to Processing of Customer Personal Data and taking into account the information available to Ravio.
DURATION AND TERMINATION
1. Ravio shall, within thirty (30) days of the date of expiry or termination of the Agreement:
  1. if requested to do so by the Customer, return a complete copy of all Customer Personal Data by secure file transfer; and
  2. delete and use all reasonable efforts to procure the deletion of all other copies of Customer Personal Data Processed by Ravio or any Subprocessors. Customer Personal Data shall be considered deleted where it is put beyond further use by Ravio or its Subprocessors. The Customer acknowledges that its Subprocessors may have their own timescales for the return or destruction of Customer Personal Data.
2. Ravio and its Subprocessors may retain Customer Personal Data to the extent required by applicable law, or as Ravio may deem necessary to prosecute or defend any legal claim, provided that such Customer Personal Data is retained only to the extent and for such period as required by applicable laws or pending resolution of any issue, and always provided that Ravio shall ensure the confidentiality of all such Customer Personal Data.