Client Terms

Effective 18 January 2021

Application

1.1 These terms and conditions (“Client Terms”) will apply (including to all to all Services) from the beginning of our relationship with you, as the Client (“Start Date”), which occurs when you use any of the Services or when you sign a Subscription Agreement or Order Form. Please read these Client Terms carefully, as they are legally binding upon you.

1.2 When reference is made to “we” or “us” or “our” in these Client Terms, it means Covert Venture Partners Limited (CVP).

1.3 Where a document provided by you purports to be made on or subject to terms and conditions other than these Client Terms, you agree that such other terms and conditions are disregarded and form no part of the Contract unless we have expressly agreed otherwise in writing.

1.4 Where there is any inconsistency between these Client Terms and the Order Form, Partner Agreement or Revenue Share Agreement, the Order Form, Partner Agreement or Revenue Share Agreement (as the case may be) prevail over these Client Terms to the extent of the inconsistency.

1.5 Headings are used for convenience only and do not affect the interpretation of these Client Terms.

1.6 The capitalised terms used are defined at the end of these Client Terms.

1.7 Any version of these Client Terms in a language other than English is provided for convenience only and you understand and agree that the English language version will prevail if there is any conflict.

Services and support

2.1 Subject to these Client Terms, we will use commercially reasonable efforts to provide you with the Services.

2.2 Subject to these Client Terms, we will provide you with reasonable technical support services in accordance with our standard practice.

2.3 The Services may also extend to any related items quoted and billed by us.

2.4 We may update or modify the Materials or Services or discontinue their availability at any time.

Restrictions and responsibilities

3.1 You acknowledge that you have read our Acceptable Use Policy and Privacy Policy and that you agree with the content of and to be bound by both the Acceptable Use Policy and Privacy Policy, which are incorporated by reference into these Client Terms.

3.2 You represent, warrant and covenant that:

You have read, understood, and agree to be bound by the pricing information (see clause 5 (Pricing and payment of fees));

3.3 You understand and agree that:

the Website, special technology used in connection with the Website, the App, the Services, the Software, Content and the Materials are provided by us or licensors and are the copyrighted works of Covert Venture Partners Limited or such licensors;

we do not guarantee the availability of Content or Materials and we are not liable for any issues relating to Content or Material availability).

Confidentiality; proprietary rights

4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (including to its employees officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Client Terms) (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Covert Venture Partners Limited includes non-public information regarding features, functionality and performance of the Services. Your Proprietary Information includes Client Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted in these Client Terms) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information after three (3) years following the disclosure of the Proprietary Information or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is expressly excluded by these Client Terms, or (f) is required to be disclosed by law (in which case, the Receiving Party must not disclose any Proprietary Information until the Disclosing Party has a reasonable opportunity to take such action as it considers appropriate in the circumstances).

4.2 You agree that we, or our licensors, own and retain all right, title and interest in and to (a) the Services and Software (including all improvements, enhancements or modifications to the Services and Software), (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, (c) the Materials, and (d) all Intellectual Property in or related to any of the foregoing. You are not authorised to use any of our Intellectual Property except as is expressly allowed under these Terms.

4.3 Unless otherwise expressly provided in these Client Terms, Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers, as is relevant) and is protected, without limitation, pursuant to United Kingdom and other applicable copyright and other intellectual property laws.

4.4 Covert Venture Partners Limited has not agreed to and does not agree to treat as confidential any suggestion or idea provided by you or any User (“Feedback”), and nothing in these Client Terms or in the parties’ dealings arising out of or related to these Client Terms will restrict Covert Venture Partners Limited’s right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensation to you or any User providing Feedback.

4.5 You grant us the right to use the Client Content, in accordance with clause 4.6 to 4.9, inclusive, and for the purpose of and as necessary for the delivery by us of the Services. You represent and warrant that you have all licenses, rights, consents and permissions necessary to grant such right and that we will not need to obtain any licenses, rights, consents or permissions from, or make any payments to, you or any third party, or have any liability to you or any other party as a result of any use of the Client Content.

4.6 We grant you a limited, non-exclusive, non-transferable license for the Term to access and use the Covert Venture Partners Limited App (after the required Fees have been paid), solely for the purpose of the education or training of the User(s), through the Services, in accordance with these Client Terms and any conditions or restrictions associated with particular Services. All other uses are prohibited without our express written consent.

4.7 You must not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Covert Venture Partners Limited Material or Content, in whole or in part, other than as expressly authorised under these Client Terms or as separately authorised by us in writing.

4.8 If you are an employer or if you engage contractors (for the purpose of this clause 4.8 your employee(s) and contractor(s) are ‘employed User(s)’), you agree that we may, in accordance with our Privacy Policy. You agree and warrant that your employed Users have read and agreed to the terms of the Privacy Policy.

4.9 Notwithstanding the foregoing, we reserve the right to revoke the license to access and use the App and Content granted to you as set out in these Client Terms.

4.10 Notwithstanding anything to the contrary, and subject to the Privacy Policy, Covert Venture Partners Limited has 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 information concerning Client Data and data derived therefrom), and we will be free (during and after the Term) to (i) 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 Covert Venture Partners Limited offerings, and (ii) disclose such data solely in aggregate or other lawful de-identified form for the purpose of (i) above. No rights or licenses are granted except as expressly set forth in these Client Terms.

4.11 This clause shall only apply if and to the extent that the EU General Data Protection Regulation 2016/679 (“GDPR“) applies to any of the data with which you use the Services. If this clause applies, the provisions of Appendix 1 (Data Protection Compliance) and Appendix 2 (Data Processing Agreement) shall apply.

4.12 Covert Venture Partners Limited does not screen the Client Content or Covert Venture Partners Limited Materials or Content and all use of the Client Content and Covert Venture Partners Limited Materials and Content by you is at your own risk. We have no responsibility or liability for such use. In particular, no review or posting or appearance of the Client Content or Covert Venture Partners Limited Materials or Content on the Services or though the Services is intended to act as an endorsement or representation that any Client Content is free of violation of any copyright, privacy or other laws or will suit a particular purpose or be accurate or useful.

4.13 If you believe that the Client Content or Covert Venture Partners Limited Content violates any law, or is inaccurate or poses any risk whatsoever to a third party, it is your responsibility to take such steps that you deem necessary to correct the situation.

Pricing and payment of fees

5.1 You must pay us the then applicable fees described in the Order Form or Subscription Agreement for the Services (the “License Fees”), including for the Implementation Services (the “Implementation Fees”), in accordance with the terms in the Order Form or Subscription Agreement, without set off or deduction. If your use of the Services exceeds the Service Capacity set forth in the Subscription Agreement or Order Form, or you require access or use of the Services for additional instance(s) or additional User(s) or if your Services needs or use constitute a requirement to pay additional fees, you will be billed for such usage and you agree to pay the additional fees in the manner required by us. Any such additional access or use of the Services by you will be subject to these Client Terms.

5.2 We reserve the right to change the Implementation Fees and License Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term, or then current Renewal Term, upon thirty (30) days prior notice to you (which may be sent by email). If you believe that we have billed you incorrectly, you must contact us no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.

5.3 We may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by us thirty (30) days after the issue date of the invoice without set off or deduction. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law (if greater), plus all expenses of collection and may result in immediate termination of the Services.

Term and termination

6.1 Subject to earlier termination, as provided below, the Contract is for the Initial Service Term, and will be automatically renewed for additional period(s) of the same duration as the Initial Service Term (“Renewal Term”) (together, the “Term”), unless and until either party provides the other party with at least thirty (30) days’ notice to terminate the Contract, such notice not to expire at any time other than the end of a Renewal Term, in which case the Contract shall end at the end of the relevant Renewal Term.

6.2 In addition to any other remedies a party may have, either we or you may also terminate the Contract upon thirty (30) days’ notice if the other party materially breaches any of these Client Terms and that party fails to remedy the breach within 14 days of that party being notified in writing to do so. We may terminate the Contract immediately and without notice in the case of non-payment by you. Either party may terminate the Contract immediately if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. Notwithstanding the foregoing, you must pay at least the amount due for the Services up to and including the last day of the Initial Service Term. Upon any termination, we may, but are not obligated to (unless required by applicable laws, including Privacy Laws), delete stored Client Data. All parts of these Client Terms, which by their nature should survive termination, will survive termination, including accrued rights to payment, confidentiality obligations, warranty disclaimers and limitations of liability.

6.3 Except where an exclusive remedy may be specified in these Client Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Client Terms, by law, or otherwise.

6.4 Except as set forth in this clause, once the Contract terminates, then: (i) the rights and licenses granted by Covert Venture Partners Limited will cease immediately (except as set forth in this clause); (ii) you (and your Users) must cease all use of the Services and any Materials; (iii) you must pay to us any and all outstanding Fees for the Term; (iv) you are required to delete the Services and any Materials made available to you under the Contract, including any Covert Venture Partners Limited Confidential Information from your systems as applicable (including any third party systems operated on your behalf) and, if requested by us, provide written certification to us that you have done so at our request; and (v) you undertake not to attempt to access the Services or any data stored in the Service (except in accordance with our Privacy Policy), any Materials, the Website or the App after the date of termination.

6.5 If we become aware of a breach by you of these Terms, then we may specifically request that you suspend the applicable User account. If you fail to comply with our request to suspend an account, then we may do so. The duration of any suspension by us will be until the applicable User has cured the breach which caused the suspension.

Information, general exclusions and operation of laws

7.1 Whilst all Materials and other information communicated to you via the App is provided in good faith and is believed to be accurate and current as at the date of publication, presentation or communication, we provide no warranty or guarantee that any Materials, information on linked websites or information otherwise communicated to you will be accurate or complete. In addition, all such material is not intended as professional advice and must not be relied upon as such.

7.2 You also understand that, by using the Services, you may be exposed to content that you consider objectionable. We have no responsibility to keep such content from you and no liability for your access or use of any content, to the extent permissible under applicable law.

7.3 You acknowledge and agrees that: (a) prior to entering into the Contract you have been given a reasonable opportunity to examine and satisfy yourself regarding all goods and services which are the subject of the Contract and that, prior to entering into the Contract, you availed yourself of that opportunity; (b) at no time prior to entering into the Contract have you relied on the skill or judgment of Covert Venture Partners Limited or any of our employees, contractors, agents or representatives and that it would be unreasonable for you to rely on any such skill or judgment; and (c) where any acquisition of goods under the Contract has been made by reference to a sample or demonstration model, prior to entering into the Contract, you have been given a reasonable opportunity to: (i) satisfy yourself that the goods correspond with the sample or demonstration model as to quality, state and condition; and (ii) examine the sample or demonstration model for any apparent defects, and that you have availed yourself of that opportunity.

7.4 To the maximum extent permitted by applicable law:

WE MAKE NO GUARANTEE AS TO THE USEFULNESS OF THE SERVICES OR MATERIALS, NOR ANY OF THE PRODUCTS AND SERVICES PROMOTED ON THE WEBSITE OR APP OR VIA LINKED WEBSITES OR COMMUNICATED TO YOU BY US. IN PARTICULAR, WE MAKE NO GUARANTEE AS TO THE APPROPRIATENESS OF THE MATERIALS PROVIDED TO YOU BY US OR OUR EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES.

WE MAKE NO WARRANTY OR REPRESENTATION (EXPRESS OR IMPLIED) REGARDING THE QUALITY, ACCURACY, RELIABILITY, CURRENCY, PERFORMANCE, COMPLETENESS OR FITNESS FOR PURPOSE OF ANY PART OF THE SERVICES, THE WEBSITE, THE APP, THE MATERIALS AND OTHER INFORMATION COMMUNICATED TO YOU BY US OR OUR EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES.

WE DO NOT WARRANT THAT THE WEBSITE, THE APP OR THE SERVICES WILL BE UNINTERRUPTED; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. WE DO NOT REPRESENT OR WARRANT (EXPRESS OR IMPLIED) THAT THE WEBSITE, THE APP, THE MATERIALS OR THE FACILITIES THAT MAKE THE WEBSITE, THE APP AND THE COVERT VENTURE PARTNERS LIMITED CONTENT AVAILABLE, WILL NOT CAUSE DAMAGE, OR ARE FREE FROM ANY COMPUTER VIRUS OR ANY OTHER DEFECTS OR ERRORS.

WE ARE NOT LIABLE (WHETHER IN CONTRACT, NEGLIGENCE OR OTHERWISE) FOR ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE, THE APP, THE MATERIALS OR THE SERVICES.

OUR LIABILITY FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITIONS THAT CANNOT BE EXCLUDED IS RESTRICTED TO:

o THE RE-SUPPLY OF THE RELEVANT GOODS OR SERVICES;

o THE COST OF THE RE-SUPPLY OF THE RELEVANT GOODS OR SERVICES; OR

o ANY AMOUNT PAID BY YOU TO COVERT VENTURE PARTNERS LIMITED IN RESPECT OF THE RELEVANT GOODS OR SERVICES.

YOU AGREE THAT, IN NO CIRCUMSTANCES, WILL WE BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THIS CONTRACT, YOUR USE OF OR RELIANCE ON THE SERVICES, THE MATERIALS, THE WEBSITE, OR THE APP INCLUDING LOSSES OR DAMAGES ARISING OUT OF, OR ATTRIBUTABLE TO, AN ACT OR OMISSION BY US FOR:

o LOSS OF PROFITS;

o LOSS OF SALES OR BUSINESS;

o LOSS OF AGREEMENTS OR CONTRACTS;

o LOSS OF ANTICIPATED SAVINGS;

o LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION;

o LOSS OF OR DAMAGE TO GOODWILL; AND

o ANY INDIRECT OR CONSEQUENTIAL LOSS.

NOTWITHSTANDING THE ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE CLIENT TERMS OR THE CONTRACT EXCEED THE AMOUNT THAT YOU PAID, IF ANY, TO US FOR ACCESS OR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

YOU AGREE TO INDEMNIFY COVERT VENTURE PARTNERS LIMITED AND ITS AFFILIATES, OFFICERS, AGENTS AND EMPLOYEES (INDEMNIFIED PARTIES) IN RESPECT OF ANY CLAIM, ACTION, DAMAGE, LOSS, LIABILITY, COST, CHARGE, EXPENSE, OUTGOING OR PAYMENT (INCLUDING LEGAL EXPENSES (ON A FULL INDEMNITY BASIS), ARISING FROM OR RELATING TO: (I) YOUR USE OF THE SERVICES OR ANY MATERIALS; (II) A BREACH OF THESE CLIENT TERMS OR THE CONTRACT BY YOU; AND (III) YOUR BREACH OF ANY APPLICABLE LAW.

We do not exclude any rights or remedies available to you under any applicable consumer laws in the Applicable Jurisdiction, which cannot be contractually excluded or restricted.

We shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of our obligations under this Contract if such delay or failure results from events, circumstances, or causes beyond our reasonable control (including, without limitation, fire, flood, acts of God, interruption or failure of utility or telecommunications service, government actions, labour disputes or other similar events). In such circumstances, we shall be entitled to a reasonable extension of time for performing such obligations.

Links to other websites

8.1 The Website or the App may contain links and pointers to other websites operated by third parties, which are included solely for your convenience. Links to third party websites do not constitute endorsement, sponsorship or approval by us of the content, policies or practices of those third parties, nor the content available on or for download from those third party sites.

8.2 You agree that, by accessing any third party linked website, you do so at entirely your own risk.

8.3 We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any goods or services available on or through any third party website.

Updates to Terms

9.1 From time to time, we may update these Client Terms to clarify our practices or to reflect new or different practices, such as when we add new features, or for other reasons. We reserve the right in our sole discretion to modify and/or make changes to these Client Terms at any time. If we make any material change to these Client Terms which meaningfully reduces your rights, we will notify you using prominent means, such as by email notice sent to the latest email address that we have on record for you, or by posting a notice through our Services or the Website or the App. Modifications will become effective on the day they are posted or otherwise published, unless stated otherwise.

9.2 Your continued use of our Services after changes become effective will mean that you accept those updated Terms. If you object to the updated Terms, you must notify Covert Venture Partners Limited in writing within fourteen (14) days in order to reach an agreement, after which you will be deemed to have accepted those Updated Terms. You must visit the Services and the Website or the App regularly to ensure that you are aware of the latest version of the Client Terms, as any revised Client Terms will supersede all previous Client Terms.

Entire Agreement

10.1 The Contract is 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 the Contract. All waivers must be in a writing signed by both parties.

Miscellaneous

11.1 If any provision of these Client Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the ClientTerms will otherwise remain in full force and effect and enforceable. The Contract is not assignable, transferable or able to be sub-licensed by you except with our prior written consent. We may transfer and assign any of our rights and obligations under the Contract.

11.2 No relationship of agency, partnership, joint venture, or employment is created as a result of the Contract or these Client Terms and you do not have any authority of any kind to bind us in any respect whatsoever.

11.4 These Client Terms and the Contract are governed by the laws of England and Wales and the parties irrevocable submit to the exclusive jurisdiction of the courts of England and Wales.

11.5 Any notice given by a party under these Client Terms shall be in writing and in English, be signed by, or on behalf of the party giving it, and be sent to the relevant party’s registered office or place of business, or by email at the email address notified by a party to the other. Notices are deemed received if delivered by hand, when left at the registered address; if sent by pre-paid first-class post or next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by email, at the time of transmission; or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. All references to time are to the local time at the place of deemed receipt. The provisions of this clause 11.5 do not apply to notices given in legal proceedings.

11.6 Each of Covert Venture Partners Limited’s affiliates (meaning any entity that directly or indirectly controls, is controlled by, or is under common control with another entity) may enforce any provision of the Contract as if it were Covert Venture Partners Limited. Subject to the foregoing, these Client Terms and the Contract do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any third party to enforce any term of the Contract.

Definitions

12.1 The following definitions apply:

App means any application or interface in which Covert Venture Partners Limited Content and Services are accessible.

Applicable Jurisdiction means England and Wales

Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in the Applicable Jurisdiction are open for business.

Content means all software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including its selection and arrangements.

Contract means the agreement between the Client and Covert Venture Partners Limited for the supply of the Services, or any other goods or services, such supply being on these Client Terms.

Client means any person who orders, purchases, applies for, commences, initiates a trial, test or other preliminary use of or otherwise uses Covert Venture Partners Limited’s Content, Website, App Software or any of the Services, and includes: (a) any representative authorised by such person (whether actual, implied or ostensible) to do any of the foregoing or to accept these Client Terms (in these Client Terms, the Client is also referred to as “you” or “your”).

Client Content means Content uploaded, transmitted or posted to the Services by a Client and includes any Client Data so provided.

Client Data means non-public data provided by the Client to Covert Venture Partners Limited to enable the provision of the Services.

Covert Venture Partners Limited (CVP) means Covert Venture Partners Limited registered in England and Wales under registration number: 13004917 and having its registered address at 35 Swan Court, Chelsea Manor Street, London, SW3 5RX.

Equipment means modems, hardware, servers, software, operating systems, networking, telecommunications, web servers and associated systems.

Fees means any Implementation Fees, the License Fees and any other compensation payable to Covert Venture Partners Limited.

Initial Service Term means the initial term, being 12 months from the commencement of the Contract, or other term agreed between Covert Venture Partners Limited and the Client, whichever is greater, during which the Services are provided.

Intellectual Property means all intellectual property rights, including the following rights:

(a) patents, copyright, rights in circuit layouts, designs, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have confidential information kept confidential;

(b) any application or right to apply for registration of any of the rights referred to in paragraph

(a); and

whether or not such rights are registered or capable of being registered.

License Fees has the meaning given to it in clause 5.1.

Materials means documents, information, materials (including marketing materials) and communications, provided or made available by or through Covert Venture Partners Limited, including through the Website, the App and learning management portal, and includes Covert Venture Partners Limited Content.

Renewal Term means the term(s), following the Initial Service Term, for the continuing provision of the Services, as defined in clause 6.1.

Service Capacity means the limit of the Services available to the Client, including the number of paid User licenses that will form part of your organisation.

Services means all services supplied by Covert Venture Partners Limited to the Client and/or the User via the Website, the App or other means.

Software means the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services.

Subscription Agreement (also referred to as Order Form) means a document or subscription or order form that particularises details of the Services, which may include details of the Fees, Term, Software and other related matters and which may be in the form of a written document.

Term means the Initial Service Term plus the Renewal Term, as described in clause 6.1.

User means a person who in any way uses the Website, the App, any Materials, the Software or any of the Services (a User may also be a Client).

Website means Covert Venture Partners Limited’s website or any other website using a trading name of Covert Venture Partners Limited.

12.2 Interpretation

The following rules of interpretation apply unless the contrary intention appears:

the singular includes the plural and vice versa;

words that are gender neutral or gender specific include each gender;

a reference to:

o a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

o a thing (including a chose in action or other right) includes a part of that thing;

o a party includes its successors and permitted assigns;

o a document (which may be in electronic form) includes all amendments or supplements to that document;

o a clause, term or party is a reference to a clause or term of, or party to these Client Terms or the Contract;

No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Client Terms.

Appendix 1 (Data Protection Compliance)

In this Appendix and in Appendix 2 (Data Processing Agreement):

Data Protection Laws means the EU Data Protection Laws and the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the EU Data Protection Laws in relation to the processing of personal data and sensitive personal data.

EU Data Protection Laws means, up to and including 24 May 2018, any legislation in force from time to time which implements the EU Directive 95/46/EC and relevant national implementations of the same and, with effect on and from 25 May 2018, means the GDPR and any relevant national implementations of the same;

personal data, sensitive personal data, consent, controller, processor, data subject and processing mean those concepts, roles and activities as defined in the applicable EU Data Protection Laws and on and from 25 May 2018 sensitive personal data means those classes of personal data that are described in Article 9 of the European General Data Protection Regulation 2016/679) or, where relevant, equivalent concepts, roles and activities as described in other Data Protection Laws.

We are the controller in respect of personal data and sensitive personal data, such as account registration details, that we collect directly from users of the Services (Users), and which we use for the purposes of our business.

You are the controller and we are the processor in respect of any other personal data and sensitive personal which is provided by your administrators.

On and from 25 May 2018, to the extent that the Services comprise the processing of personal data or sensitive personal data where we are the processor and you are the controller and the processing of personal data or sensitive personal data is subject to the GDPR:

You will comply with the requirements of the GDPR as the same apply to you as controller of the personal data or sensitive personal data; and the provisions of Appendix 2 (Data Processing Agreement) to the Client Terms shall apply.

We will present our Privacy Policy to you and to Users where we are a controller. To the extent that we do not, or until we have direct contact with Users or the relevant data subjects (and where personal data or sensitive personal data is provided by your administrator) and where we are a processor and not a controller, it is your responsibility to ensure that in accordance with Article 13 of the GDPR you have entered into a data processing agreement with us, and:

There is a lawful basis for the collection and processing of personal data and/or sensitive personal data; and

You present our Privacy Policy to those Users and other data subjects, as required.

Appendix 2 (Data Processing Agreement)

The provisions of this Appendix (Data Processing Agreement) form part of the Client Terms to the extent that clause 4.12 of the Client Terms applies.

Covert Venture Partners Limited will:

Process personal data only on documented instructions from the controller, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by European Union or the national law of an EU member state to which the processor is subject; in such a case, the processor shall inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

Ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

Implement appropriate organisational and technical measures as required pursuant to Article 32 (security of processing) of the EU General Data Protection Regulation 2016/679;

Respect the conditions for engaging another processor referred to in paragraphs 2 and 4 of Article 28 (processor) of the EU General Data Protection Regulation 2016/679.

Taking into account the nature of the processing, assist the controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfillment of the controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the EU General Data Protection Regulation 2016/679.

Assist the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the EU General Data Protection Regulation 2016/679 taking into account the nature of the processing and the information available to the processor.

At the choice of the controller, delete or return all the personal data to the controller after the end of the provision of services relating to processing (unless a data subject has agreed or consented otherwise), and delete existing copies unless EU law or the national law of an EU member state or another applicable law, including United Kingdom law to which the processor is subject requires storage of the personal data.

Client Terms: Files