Reseller Agreement

1.

INTERPRETATION

1.1

Definitions.

Business Day: a day other than a Saturday, Sunday or public holiday in England.

Confidential Information: information that is proprietary or confidential (however recorded or preserved) disclosed by a party to the other party or to which the other party has access pursuant to this agreement including but not limited to:

a)

the terms of this agreement;

b)

any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, client, suppliers, plans of the disclosing party;

c)

in relation to Risk Warden, the Risk Warden Content and Risk Warden Platform Data; and

d)

in relation to the Reseller, any Data and the End-Customer Report(s).

Confirmation of Subscription: the email generated and sent to the Reseller following their selection of a Subscription Plan for an End-Customer and which forms part of Risk Warden’s contract with the Reseller for access and use of the Risk Warden Platform and Risk Warden Content by the End-Customer. The Confirmation of Subscription contains the following information: Reseller details; registered or business address, email address and telephone number; End-Customer name, the Subscription Plan selected; the initial Subscription Term; the number of Properties; the Subscription Fees; and the length of any trial period (if applicable).

Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Laws.

Data: either or both of the End-Customer Data or the Reseller Data.

Data Protection Laws: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);and the guidance and codes of practice issued by the Commissioner or other relevant regulatory authority and which are applicable to a party.

Documentation: the document(s) made available to the Reseller by Risk Warden from time to time which sets out a description of the Risk Warden Platform and instructions for the use of the Risk Warden Platform.

End-Customer: each entity who enters into an agreement with the Reseller for the Risk Warden Platform and Risk Warden Content and accepts Risk Warden’s EULA, and for whom the Reseller executes an End-Customer Form and pays the corresponding Subscription Fees.

End-Customer Data: the data inputted by the End-Customer or Users, or data of the End-Customer or Users, which is inputted by the Reseller or Risk Warden on the End-Customer's behalf for the purpose of using the Risk Warden Platform or facilitating the End-Customer's use of the Risk Warden Platform.

End-Customer Form: a form, submitted by the Reseller, detailing:

a)

the Risk Warden Subscription Plan to be provided by Risk Warden;

b)

End-Customer name and registered office address; and

c)

the number of Properties and the Subscription Term.

End-Customer Intellectual Property: any intellectual property owned by or assigned to the End-Customer prior to the date of the End-Customer’s Subscription.

End-Customer Report(s): the report(s) and assessment(s) created specifically for the End-Customer through the Risk Warden Platform (though excluding any Risk Warden Content).

EULA: the end user licence agreement between Risk Warden and the End-Customer in the form set out https://riskwarden.com/end-user-license-agreement/ and any amendments to the same which are notified by Risk Warden to the Reseller from time to time.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and rights in domain 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.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Properties: those properties of the End-Customer in respect of which the End-Customer is authorised to use the Risk Warden Platform and the Risk Warden Content in accordance with the Subscription Plan.

Reseller: the reseller as set out in the Reseller Status Confirmation.

Reseller Data: the data inputted by the Reseller for the purpose of testing and distributing the Risk Warden Platform or facilitating the End-Customer's use of the Risk Warden Platform and any data generated by, or derived from the Reseller's use of the Risk Warden Platform, whether hosted or stored within the Risk Warden Platform or elsewhere.

Reseller Status Confirmation: the email generated and sent to the Reseller following the approval by Risk Warden as a reseller and which forms part of this agreement. The Reseller Status Confirmation contains the following information: Reseller name, registered or business address (as applicable), email address and telephone number; and contact name, email address and telephone number.

Risk Warden: Risk Warden Limited, a company registered in England and Wales under company number 09590964, whose registered address is Communication House, Victoria Avenue, Camberley, Surrey, England, GU15 3HX.

Risk Warden Content: all content made available by Risk Warden on the Risk Warden Platform, including Documentation, and any templates and other content and materials used by Risk Warden to create reports and assessments.

Risk Warden Platform: the subscription services to enable access to and use of the Risk Warden Content through the Software, which Risk Warden may permit the Reseller, by express notice in writing, to market and sell pursuant to this agreement.

Risk Warden Platform Data: any details of the Risk Warden Platform and its operation, results of any performance tests of the Risk Warden Platform and any information or data tracked through automated means as a result of usage of the Risk Warden Platform, as well as any derivative information resulting from such information or data (though excluding End-Customer Data); and any information relating to the operation, processes, product information, know-how, designs, trade secrets or software of Risk Warden.

Risk Warden Privacy Policy: the privacy policy made available on the Website, as updated from time to time.

Risk Warden Support Services: the support provided by Risk Warden in relation to the Risk Warden Platform

Software: the online software applications provided by Risk Warden as part of the Risk Warden Platform.

Subscription: the subscription (the scope of which is set out in the relevant Subscription Plan) which entitle the End-Customer’s Users to access and use the Risk Warden Platform and the Risk Warden Content in respect of the Properties, whether purchased by the Reseller from Risk Warden or on an unpaid trial or free basis.

Subscription Fees: Risk Warden’s standard subscription fees made available on the Website at the relevant time and payable by the Reseller to Risk Warden as set out in the relevant End-Customer Form.

Subscription Plan: the subscription plan offered by Risk Warden details of which can be found on the Website.

Subscription Term: the term set out in each End-Customer Form (Initial Subscription Term) together with any Renewal Period during which the Reseller permits each End-Customer access to the Risk Warden Platform subject to the EULA.

Terms and Conditions: means these Reseller Terms and Conditions.

Territory: the United Kingdom.

Trade Marks: the trade mark registrations (including registrations UK00003299169 and UK00003299167) and applications, together with any unregistered trade marks and any further trade marks which Risk Warden may permit the Reseller by express notice in writing to use in respect of the Risk Warden Platform.

Upgrade: a major version upgrade of the Risk Warden Platform.

Users: those employees, agents and independent contractors of the End-Customer, who are authorised by the End-Customer to use the Risk Warden Platform and the Risk Warden Content in accordance with the Subscription Plan.

Virus: 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 worms, Trojan horses, viruses and other similar things or devices.

Website: https://riskwarden.com.

1.2

Interpretation.

(a)

Clause paragraph headings shall not affect the interpretation of this agreement.

(b)

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(c)

Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular and a reference to one gender includes a reference to the other genders.

(d)

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

(e)

A reference to writing or written includes email, but not fax.

2.

RESELLER agreement AND APPOINTMENT

2.1

The Reseller’s submission of the Reseller Sign Up Form on the Website constitutes a request for the Reseller to be appointed as a reseller for the Risk Warden Platftorm. Such request shall only be deemed accepted by Risk Warden when Risk Warden issues a written Reseller Status Confirmation at which point and on which date this agreement comes into existence (Effective Date).

2.2

These Reseller Terms and Conditions apply to this agreement to the exclusion of any other terms that the Reseller seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.3

These Reseller Terms and Conditions and this agreement are in English language only. Risk Warden does not store a copy of this agreement instead the Reseller should print a copy of these Reseller Terms and Conditions for future reference.

2.4

Risk Warden hereby grants the Reseller the non-exclusive, non-transferable and revocable right to redistribute the Risk Warden Platform as is and appoints the Reseller to distribute and make available the Risk Warden Platform as its non-exclusive distributor in the Territory on the terms of this agreement.

2.5

The Reseller undertakes not to:

(a)

purchase the Risk Warden Platform from any person other than Risk Warden; and

(b)

during the term of this agreement distribute, create or offer, any platform, service or solution which competes with the Risk Warden Platform.

2.6

The Reseller shall be entitled to describe itself as an "Authorised Reseller" of the Risk Warden Platform but at all times is an independent contractor and shall not represent itself as an agent of Risk Warden for any purpose, nor pledge Risk Warden’s credit or give any condition or warranty or make any representation on Risk Warden’s behalf or commit Risk Warden to any contracts. Further, the Reseller shall not without Risk Warden’s prior written consent make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of Risk Warden Platform which are inconsistent with those contained in the promotional material supplied by Risk Warden (including, without limitation, the EULA) or otherwise incur any liability on behalf of Risk Warden howsoever arising.

2.7

The Reseller shall not sell the Risk Warden Platform through a sales agent or to a sub-distributor or reseller.

2.8

The Reseller's appointment under this clause 2 does not transfer any right, title, licence or interest to any such Risk Warden Platform to the Reseller or its End-Customers. Use of the terms "sell", "license", "purchase", "licence fees" and "price" will be interpreted in accordance with this clause.

2.9

Risk Warden reserves the right to sell the Risk Warden Platform directly to customers and other resellers inside or outside the Territory.

3.

Basis of agreement for End-customers

3.1

The Reseller’s submission of its selected Subscription Plan on app.riskwarden.com through an End-Customer Form constitutes an offer by the Reseller to purchase a Subscription to resell to an End-Customer in accordance with this Agreement.

3.2

The Reseller’s offer under clause 3.1 shall only be deemed to be accepted when Risk Warden issues a written Confirmation of Subscription in respect of the relevant End-Customer at which point and on which date an agreement between the Reseller and Risk Warden for use of the Risk Warden Platform and Risk Warden Content by such End-Customer for the duration of the relevant Subscription Term as identified in the relevant Confirmation of Subscription, always subject to the terms of this agreement and the EULA, shall come into existence. Each Subscription shall be a separate contract between the Reseller and Risk Warden.

3.3

Each Subscription shall commence on the date of the Confirmation of Subscription and continue for the Initial Subscription Term and, thereafter, such Subscription shall automatically renew for successive periods each equivalent to the Initial Subscription Term (each a Renewal Period), unless:

(a)

either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case such Subscription shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b)

otherwise terminated in accordance with the provisions of this Agreement or the EULA.

3.4

For the avoidance of doubt, each contract between the Reseller and Risk Warden for a Subscription is in English language only. Risk Warden does not store a copy of such contact instead the Reseller should print a copy for future reference.

4.

EULA

4.1

The Reseller shall make End-Customers, and prospective customers of the Risk Warden Platform, aware of the EULA. The Reseller acknowledges that End-Customers will be required to agree to the EULA prior to using the Risk Warden Platform and the Risk Warden Content.

4.2

The Reseller shall:

(a)

take ensure that each End-Customer and its personnel complies with the EULA; and

(b)

provide reasonable assistance, at its own cost, to enable Risk Warden to manage and enforce the terms of the EULA.

5.

RESELLER’S WARRANTIES, UNDERTAKINGS AND OBLIGATIONS

5.1

The Reseller undertakes and agrees with Risk Warden to:

(a)

use its reasonable endeavours to promote the distribution and sale of the Risk Warden Platform in the Territory

(b)

within 14 days of a written request from Risk Warden at any time, and from time to time, provide such information as is reasonably requested by Risk Warden about the Reseller's processes and controls to support compliance with this agreement;

(c)

during the term of this agreement, provide to End-Customers appropriate pre and after-sale support service in respect of the Risk Warden Platform; and

(d)

inform Risk Warden immediately of any changes in Control of the Reseller.

5.2

The Reseller represents, warrants and undertakes that without affecting its other obligations under this agreement it shall comply with all applicable laws in the performance of its obligations under this agreement.

6.

SUBSCRIPTIONS and subscription plan

6.1

Risk Warden shall, during the term of this agreement, for each End-Customer provide the Risk Warden Platform and make available the Risk Warden Content as requested by the Reseller in each End-Customer Form.

6.2

In relation to the End-Customer, the Reseller undertakes, and shall procure that each End-Customer undertakes, that the maximum number of Properties in respect of which the End-Customer may use the Risk Warden Platform and the Risk Warden Content shall not exceed the number it has purchased from the Reseller under the relevant Subscription from time to time.

6.3

The Reseller acknowledges that at any time during the term of this agreement, Risk Warden may reduce or alter the functionality of, or withdraw, a Subscription Plan, subject to Risk Warden giving the Reseller not less than 60 days’ written notice of such alteration or withdrawal. Risk Warden shall provide full details of any such reduced or altered functionality to a Subscription Plan either by emailing the Reseller or by placing a notice on the Risk Warden Platform. Where Risk Warden reasonably determines that a Subscription Plan is to be withdrawn, Risk Warden shall email the Reseller and shall offer the Reseller the option to select an alternative Subscription Plan subject to the terms of this agreement.

7.

Access to Risk Warden Platform and data

7.1

Risk Warden reserves the right in the event of:

(a)

a breach or suspected breach of this agreement by the Reseller, immediately to suspend the Reseller's right to resell the Risk Warden Platform for the duration of time that the breach remains unremedied; and

(b)

a cyber or other security incident significantly affecting, or in Risk Warden's reasonable opinion, likely to significantly affect the provision of the Risk Warden Platform or harm customers, to disable access to the Risk Warden Platform for such period required for the incident to be contained.

7.2

Save as expressly permitted under this agreement, the Reseller shall not:

(a)

except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

(i)

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Risk Warden Platform, the Software or Risk Warden Content (as applicable) in any form or media or by any means; or

(ii)

attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Risk Warden Platform;

(b)

access all or any part of the Risk Warden Platform, Software and Risk Warden Content to build a product or service which competes with the Risk Warden Platform;

(c)

use the Risk Warden Platform or the Risk Warden Content to provide Risk Warden Platform to third parties;

(d)

subject to clause 19.7(b), license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise make the Risk Warden Platform or the Risk Warden Content available to any third party;

(e)

attempt to obtain, or assist third parties in obtaining, access to the Risk Warden Platform, Software or Risk Warden Content; or

(f)

use (or permit the use in any way of) all or any part of the Risk Warden Platform and/or the Risk Warden Content in any way which is (or is capable of being) for the purpose of training algorithms or tools or otherwise used as artificial intelligence (AI) training data or which involves (or is capable of involving) any part of the Risk Warden Platform and/or the Risk Warden Content being inputted into any AI applications, tools or offerings, including but not limited to generative AI tools (including large language models) or otherwise used to produce AI output.

7.3

The Reseller shall take reasonable steps to prevent any unauthorised access to, or use of, the Risk Warden Platform, Software or the Risk Warden Content and, if there is any such unauthorised access or use, promptly notify Risk Warden.

7.4

Risk Warden is entitled to make changes to the Risk Warden Platform, Software or Risk Warden Content provided such changes do not adversely affect the Risk Warden Platform in any material respect, and shall give written notice of such changes to the Reseller as soon as reasonably practicable.

7.5

The Reseller shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Reseller Data and shall procure that the End-Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the End-Customer Data. The Reseller hereby licenses Risk Warden to use the Reseller Data for:

(a)

the proper performance of the Risk Warden Platform, including the provision of the Risk Warden Content;

(b)

the purposes set out in Risk Warden Privacy Policy; and

(c)

all other purposes relevant to the proper exercise of Risk Warden's rights and obligations under this agreement or the EULA.

7.6

Further to the aforementioned, the Reseller permits, and shall procure that the End-Customer permits, the collection and analysis of Data by Risk Warden on an aggregated and anonymised basis for use by Risk Warden for its own purposes (including algorithm training, machine learning and service improvement) and only in accordance with the Risk Warden Privacy Policy.

8.

Risk Warden Platform

8.1

Risk Warden shall use commercially reasonable efforts to make the Risk Warden Platform available 24 hours a day, seven days a week, except for:

(a)

when Risk Warden is carrying out an Upgrade to the Risk Warden Platform, provided that Risk Warden has given 10 Business Days’ prior written notice to the Reseller;

(b)

planned maintenance carried out during the maintenance window of 8.00 pm to 2.00 am UK time;

(c)

maintenance performed during Normal Business Hours, for which Risk Warden will use reasonable endeavours to give the Reseller at least 5 Business Days’ notice in advance;

(d)

unscheduled maintenance performed outside Normal Business Hours, for which Risk Warden will use reasonable endeavours to give the Reseller at least 6 Normal Business Hours’ notice in advance; and

(e)

emergency maintenance in respect of which Risk Warden will use reasonable endeavours to notify the Reseller as soon as possible.

8.2

Risk Warden will, as part of the Risk Warden Platform, provide the Customer with Support Services during Normal Business Hours.

9.

RISK WARDEN’S WARRANTIES, UNDERTAKINGS AND OBLIGATIONS

9.1

Risk Warden warrants to the Reseller that the Risk Warden Platform supplied or licensed by it under this agreement will operate substantially in accordance with, and perform, the material functions and features as set out in the applicable part(s) of the Risk Warden Content.

9.2

The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Risk Warden Platform contrary to Risk Warden's instructions, or modification or alteration of the Risk Warden Platform by any party other than Risk Warden or Risk Warden's duly authorised contractors or agents. If the Risk Warden Platform does not conform with the foregoing undertaking, Risk Warden will, at its expense, and as the Reseller's sole right and remedy, correct any such non-conformance promptly.

9.3

This agreement shall not prevent Risk Warden from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documents, products or Risk Warden Platform which are similar to those provided under this agreement.

9.4

Save as expressly set out in this agreement, Risk Warden:

(a)

does not warrant that the Reseller's use of the Risk Warden Platform will be uninterrupted or error-free; and

(b)

is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Reseller acknowledges that the Risk Warden Platform and the Risk Warden Content may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.5

Although Risk Warden has taken commercially reasonable measures to ensure the security of Data submitted to the Risk Warden Platform, Risk Warden does not guarantee that the Risk Warden Platform is Virus free nor that the security of Data submitted to the Risk Warden Platform.

10.

PRICES AND PAYMENT

10.1

Risk Warden shall give the Reseller 60 days' notice of any changes in the Subscription Fees.

10.2

Any and all expenses, costs and charges incurred by the Reseller in the performance of its obligations under this agreement shall be paid by the Reseller.

10.3

Risk Warden will invoice the Reseller in advance for the Subscription Fees (plus any applicable value added tax, which shall be added to the invoice(s) at the appropriate rate) for each Subscription on or around the date of the Initial Subscription Term or any Renewal Period, as applicable, and the Reseller shall pay the full amount invoiced to it by Risk Warden in pounds sterling upon presentation of the invoice.

10.4

All amounts due under this agreement shall be paid by the Reseller to Risk Warden in full without any set-off, counterclaim, deduction or withholding (other than any as required by law) and are not cancellable and not refundable.

10.5

If the Reseller fails to make any payment of any undisputed amounts due to Risk Warden under this agreement by the due date for payment, then, without limiting Risk Warden's remedies under clause 18:

(a)

Risk Warden may (provided it gives the Reseller written notice of its rights to do so in the case of late payment, and the Reseller has not made the relevant payment within 30 days of the date of that notice), without liability to the Reseller, disable the Reseller’s and the relevant End-Customer’s password, account and access to all or part of the Risk Warden Platform and Risk Warden shall be under no obligation to provide the Risk Warden Platform (or part of it) while the invoice(s) concerned remain unpaid; and

(b)

the Reseller shall pay interest on the overdue amount at the rate of 4% a year above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Reseller shall pay the interest together with the overdue amount.

11.

Advertising and promotion

11.1

The Reseller shall:

(a)

be responsible for the advertising and promotion of the Risk Warden Platform provided that the use by the Reseller of any advertising materials and promotional literature containing the Trade Marks or other references to the Risk Warden Platform shall be subject to the prior written consent of Risk Warden;

(b)

observe all reasonable directions and instructions given to it by Risk Warden in relation to the promotion and advertisement of the Risk Warden Platform to the extent that such promotions or advertisements refer to the Risk Warden Platform or otherwise use the Trade Marks, and shall not make any written statement as to the quality of the Risk Warden Platform without the prior written approval of Risk Warden;

(c)

conduct its business in a manner that reflects favourably at all times on Risk Warden’s good name, goodwill and reputation of Risk Warden; and

(d)

avoid deceptive, misleading or unethical practices that are, or might be, detrimental to Risk Warden, the Risk Warden Platform or the public and shall not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations with regard to Risk Warden or the Risk Warden Platform.

12.

COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING Anti-bribery

12.1

Risk Warden warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

12.2

The Reseller shall:

(a)

comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

(b)

comply with Risk Warden's Anti-bribery Policy as Risk Warden may update them from time to time (Relevant Policy);

(c)

have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policy and clause 12.2, and will enforce them where appropriate;

(d)

promptly report to Risk Warden any request or demand for any undue financial or other advantage of any kind received by the Reseller in connection with the performance of this agreement;

(e)

immediately notify Risk Warden (in writing) if a foreign public official becomes an officer or employee of the reseller and acquires a direct or indirect interest in the Reseller and the Reseller warrants that it has no foreign public officials as officers or employees and direct or indirect owners at the date of this agreement; and

(f)

promptly upon request, certify to Risk Warden in writing signed by an officer of the Reseller, compliance with this clause 12 by the Reseller and all persons associated with it and all other persons for whom the Reseller is responsible under clause 12.2(c). The Reseller shall provide such supporting evidence of compliance as Risk Warden may reasonably request.

12.3

Without prejudice to clause 19.7(a) the Reseller shall ensure that any person associated with the Reseller who is performing Risk Warden Platform in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Reseller in this clause 12 (Relevant Terms). The Reseller shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms and shall in all circumstances be directly liable to Risk Warden for any breach by such persons of any of the Relevant Terms howsoever arising.

12.4

For the purpose of clauses 12.2 to 12.4, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and (6) of that Act and section 8 of that Act respectively. For the purposes of this clause 12 a person associated with the Reseller includes but is not limited to any subcontractor of the Reseller.

13.

Intellectual Property Rights

13.1

The Reseller acknowledges and agrees that Risk Warden or its licensors own all Intellectual Property Rights in the Risk Warden Platform, Software and the Risk Warden Content. Except as expressly stated in this agreement, this agreement does not grant the Reseller 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 Risk Warden Platform, Software or the Risk Warden Content.

13.2

Risk Warden confirms that it has all the rights in relation to the Risk Warden Platform, Software and the Risk Warden Content that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement and the EULA.

13.3

Risk Warden grants to the Reseller a non-exclusive, revocable, personal licence (subject to the terms and conditions of this agreement, and during its term and solely for the purposes of performing the Reseller's obligations under this agreement) to:

(a)

use the Risk Warden Platform in compliance with the Reseller's appointment in clause 2.1 and for the purposes of demonstrating, marketing and selling the Risk Warden Platform to End-Customers and fulfilling its other obligations under this agreement;

(b)

use the Trade Marks on or in relation to the Risk Warden Platform or Risk Warden Platform for the purpose of the promotion, advertisement and sale of the Risk Warden Platform.

13.4

The Reseller shall ensure that each reference to, and use of, any of the Trade Marks by the Reseller is in a manner approved from time to time by Risk Warden and accompanied by an acknowledgement in a form approved by Risk Warden that the same is a trade mark (or registered trade mark) of Risk Warden.

13.5

The Reseller shall not:

(a)

use any of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of Risk Warden therein;

(b)

use in relation to the Risk Warden Platform any trade marks other than the Trade Marks without obtaining the prior written consent of Risk Warden; or

(c)

use any trade marks or trade names so resembling any trade mark or trade name of Risk Warden.

13.6

The Reseller acknowledges that neither it, not any End-Customer, has a right to access to any Software in source code form.

14.

Confidentiality

14.1

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:

(a)

is or becomes publicly known other than through any act or omission of the receiving party;

(b)

was in the other party’s lawful possession before the disclosure;

(c)

is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d)

is independently developed by the receiving party, which independent development can be shown by written evidence.

14.2

Subject to clause 14.3, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

14.3

Each party may disclose the other party's Confidential Information:

(a)

to its employees, officers, representatives, contractors, subcontractors 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 this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 14; and

(b)

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 14.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

14.4

This clause 14 shall survive termination of this agreement for any reason.

15.

data protection

15.1

Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 15 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Laws.

15.2

The parties have determined that, for the purposes of the Data Protection Laws:

(a)

Risk Warden and the Reseller will be sharing personal data with each other for the purpose of this agreement with each party acting as a controller; and

(b)

the Reseller is the primary processor in relation to the End-Customer who is the controller where it has purchased use of the Risk Warden Platform from the Reseller and Risk Warden is the sub-processor of the Reseller (the scope, nature, purpose and duration of processing, types of personal data and categories of data subjects are set out below).

Nature of processing: Collecting, recording, storing, retrieving and otherwise processing personal data.

Scope and purpose of processing: The provision of the Risk Warden Platform to the Reseller and carrying out of activities required and permitted by this agreement.

Duration of processing: The duration of this agreement and Data shall be stored on the Risk Warden Platform for a period of 6 months following termination or expiry of this agreement unless otherwise requested by the Reseller to delete or return the Data in accordance with clause 15.4(i).

Types of personal data: Name and contact details, to include telephone number and email address and any additional personal data which may be uploaded to the Risk Warden Platform by the End-Customer or the Reseller on behalf of the End-Customer.

Categories of data subjects: Company directors, employees, contractors, individuals with responsibilities for compiling and ownership of the assessment.

15.3

Should the determination in clause 15.2 change, then each party shall work together in good faith to make any changes which are necessary to this clause 15.

15.4

Without prejudice to the generality of clause 15.1, where Risk Warden processes personal data in connection with the performance of its obligations under this agreement:

(a)

the Reseller shall procure that the End-Customer complies with all applicable requirements of the Data Protection Laws.

(b)

Risk Warden shall process the personal data only on the written instructions reasonably given by the Reseller as documented in clause 15.2 unless Risk Warden is required by applicable laws to process the personal data. Where Risk Warden is relying on such applicable laws as the basis for processing, Risk Warden shall promptly notify the Reseller of this before performing the processing required by such applicable laws unless these laws prohibit Risk Warden from notifying the Reseller. Risk Warden shall immediately inform the Reseller if, in the opinion of the Risk Warden, an instruction infringes Data Protection Laws;

(c)

Risk Warden shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(d)

Risk Warden shall ensure that all personnel who have access to and/or process personal data are obliged to keep such personal data confidential;

(e)

Risk Warden shall assist the Reseller, at the Reseller’s cost, in respect to any request from a data subject and in ensuring compliance with the End-Customer’s obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f)

the Reseller consents to Risk Warden transferring personal data outside the UK or EEA provided the following conditions are fulfilled:

(i)

Risk Warden has provided appropriate safeguards in relation to the transfer;

(ii)

data subjects have enforceable rights and effective legal remedies;

(iii)

Risk Warden complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any personal data that is transferred; and

(iv)

Risk Warden complies with reasonable instructions notified to it in advance by the Reseller with respect to theprocessingof the personaldata;

(g)

Risk Warden shall make available to the Reseller upon request a list of any sub-contractors and service providers engaged in the processing of the End-Customer’s personal data and include in any contract with such sub-contractors and service providers who process personal data on the End-Customer’s behalf, provisions which are equivalent to those in this clause 15. As between Risk Warden and the Reseller, Risk Warden shall remain fully liable for all acts or omissions of any such sub-contractors and/or service providers;

(h)

Risk Warden shall notify the Reseller without undue delay on becoming aware of a personal data breach affecting the End-Customer’s personal data;

(i)

Risk Warden shall, at the written direction of the Reseller, delete or return the personal data and copies thereof to the End-Customer on termination of this agreement unless required by applicable law to store the personal data; and

(j)

Risk Warden shall maintain complete and accurate records and information to demonstrate its compliance with this clause 15 and allow for annual audits for this purpose by an independent auditor selected by Risk Warden or otherwise acceptable to the Reseller (acting reasonably), at the Reseller’s cost:

(i)

giving Risk Warden reasonable prior notice of such information request, audit and/or inspection;

(ii)

ensuring that all information obtained or generated by the Reseller or its auditor(s) in connection with such information request, audit and inspection is kept strictly confidential (save for disclosure required by applicable law);

(iii)

ensuring that the audit or inspection is undertaken during normal business hours of Risk Warden, with minimal disruption to Risk Warden’s business, Risk Warden’s sub-processors’ business and the business of other customers of Risk Warden; and

(iv)

paying Risk Warden’s reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits.

15.5

The Customer consents to Risk Warden’s use of sub-contractors and service providers in accordance with clause 16.3(h). Risk Warden shall make available to the Customerany change to sub-contractors and service providers engaged when they subscribe to notifications of updates by emailing management@riskwarden.com. The Customer must notify Risk Warden if it does not agree to a proposed change within 30 days of such written notice, specifying its grounds for such objection (acting reasonably). If Risk Warden receives such an objection, then Risk Warden may (at its option):

(a)

cancel its plans to change the affected sub-processor(s);

(b)

offer an alternative which is acceptable to the Reseller; or

(c)

take corrective steps to remove the objection identified by the Reseller to the Reseller’s reasonable satisfaction, after which Risk Warden may proceed with appointing the relevant sub-processor(s) If none of the above option resolves the objection, then without liability for either party:

(i)

the Reseller may terminate this agreement (or part thereof) by providing written notice of termination with immediate effect where such notice of termination is served within 60 days of Risk Warden informing the Reseller of the change and such notice to include an explanation of the grounds for non-approval of the sub-processors; or

(ii)

Risk Warden may terminate this Agreement by providing written notice with immediate effect.

15.6

The Reseller acknowledges that Risk Warden is reliant on the Reseller for instructions as to the extent to which Risk Warden is entitled to use and process any personal data. Consequently, Risk Warden will not be liable for any claim brought by a data subject arising from any action or omission by Risk Warden to the extent that such action or omission resulted directly from the Reseller’s instructions.

16.

INDEMNITY

16.1

Save in respect of any End-Customer Intellectual Property, Risk Warden shall defend the Reseller against any claim that the Risk Warden Platform or the Risk Warden Content infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Reseller for any amounts awarded against the Reseller in judgement or settlement of such claims, provided that:

(a)

Risk Warden is given prompt notice of any such claim;

(b)

the Reseller provides reasonable co-operation to Risk Warden in the defence and settlement of such claim, at Risk Warden’s expense; and

(c)

Risk Warden is given sole authority to defend or settle the claim.

16.2

In the defence or settlement of any claim, Risk Warden may procure the right for the Reseller to continue to distribute the Risk Warden Platform in the manner contemplated by this agreement, replace or modify the Risk Warden Platform without a reduction or alteration in functionality so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement immediately by given written notice to the Reseller without any liability or obligation to the Reseller.

16.3

In no event shall Risk Warden, its employees, agents and subcontractors be liable to the Reseller to the extent that the alleged infringement is based on:

(a)

a modification of the Risk Warden Platform or the Risk Warden Content by anyone other than Risk Warden;

(b)

the Reseller's use of the Risk Warden Platform or the Risk Warden Content otherwise than in accordance with the Risk Warden Content or the terms of this agreement; or

(c)

the Reseller's use of the Risk Warden Platform or the Risk Warden Content after notice of the alleged or actual infringement from Risk Warden or any appropriate authority.

16.4

The foregoing and clause 17.3(b) states the Reseller's sole and exclusive rights and remedies, and Risk Warden's entire obligations and liability, in the case of any matter falling under clause 16.

17.

Limitation of liability

17.1

Except as expressly and specifically provided in this agreement:

(a)

the Reseller acknowledges that the End-Customer assumes sole responsibility for results obtained from the use of the Risk Warden Platform and the Risk Warden Content by the End-Customer, including for any conclusions drawn from such use, the undertaking of assessments and/or any resulting compliance scores and gap analysis);

(b)

all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement; and

(c)

the Risk Warden Platform and the Risk Warden Content are provided on “as is” basis.

17.2

Nothing in this agreement excludes the liability of each party:

(a)

for death or personal injury caused by its negligence; or

(b)

for fraud or fraudulent misrepresentation.

17.3

Subject to clauses 17.1 and 17.217.2:

(a)

Risk Warden shall have no liability for: loss of profits, loss of anticipated savings, wasted expenditure, loss of revenue or income, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

(b)

Risk Warden's total aggregate liability to the Reseller in respect of all breaches of duty occurring shall be limited to an amount equivalent to the amount actually paid by the Reseller to Risk Warden under this agreement during the 12 months immediately preceding the date on which the claim arose, provided that he limitation of liability in this clause 17.3(b) shall not apply to a Reseller that distributed the Risk Warden Platform under a free subscription. Should any liability arise in favour of the Reseller or a third party out of the End-Customer’s use of a free subscription, Risk Warden’s liability shall be limited to £100.

17.4

The Reseller and acknowledges that the Risk Warden Platform, Software and Risk Warden Content have not been developed or designed to meet or support any individual requirements of the Reseller or any End-Customer, including any regulated activity that the Reseller may be engaged in. If the Reseller uses, or makes available, the Risk Warden Platform for any regulated activity the Reseller shall comply with any requirements that apply to such activity from time to time.

17.5

References to liability in this clause 17 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

18.

Term, termination and effects of termination

18.1

This agreement shall commence on the Effective Date. Unless terminated earlier in accordance with this clause 18.1, clause 18.2 or clause 18.3, this agreement shall continue until eitherparty gives to the other party not less than 90 days’ written notice to terminate this agreement.

18.2

Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a)

the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b)

the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c)

the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

(d)

the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(e)

the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f)

the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(g)

a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(h)

an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(i)

the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(j)

a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(k)

a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(l)

any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.2(d) to clause 18.2(k) (inclusive); or

(m)

the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

18.3

Without prejudice to any other rights or remedies to which Risk Warden may be entitled, Risk Warden may terminate the agreement without liability to the Reseller if:

(a)

there is a change of Control of the Reseller; or

(b)

the Reseller purports to assign any of its rights or obligations under this agreement.

18.4

On termination of this agreement for any reason:

(a)

all current Subscriptions shall, subject to payment by the Reseller of the Subscription Fees, continue for the remainder of the then-current Subscription Term (and shall not renew). Only upon expiry of such term shall the Reseller (at its sole cost) return (or at Risk Warden's option, destroy or delete) all media (subject to clause 18.4(c)) on which the Risk Warden Platform, or the Risk Warden Content;

(b)

for no more than 1 month following termination of this agreement the Reseller shall provide all assistance and information requested by Risk Warden and shall co-operate with Risk Warden and any replacement reseller to facilitate a smooth transition from the Reseller. Any continued sale or distribution of the Warden Platform post termination shall be subject to the terms of this agreement and the continued payment of the Subscription Fees;

(c)

on the expiry of the 1-month period under clause 18.4(b), the Reseller shall promptly return to Risk Warden, or otherwise delete or dispose of as Risk Warden may instruct any the Risk Warden Content and other items relating to Risk Warden's business (and copies of them) (other than correspondence which has passed between the parties) which the Reseller may have in its possession or under its control and, in the case of destruction or deletion, the Reseller shall certify the same to Risk Warden;

(d)

the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced;

(e)

without prejudice to each EULA between Risk Warden and End-Customer, Risk Warden may destroy or otherwise dispose of any of the Data (including any End-Customer Reports) in its possession unless Risk Warden receives, no later than 10 Business Days after the effective date of the termination of this agreement, a written request for the delivery of the then most recent back-up of the Reseller Data to the Reseller and the End-Customer Data (including any End-Customer Reports) to the End-Customer. Risk Warden shall use reasonable commercial endeavours to deliver the back-up to the Reseller within 30 days of its receipt of such a written request, provided that the Reseller has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Reseller shall pay all reasonable expenses incurred by Risk Warden in returning or disposing of Data (including any End-Customer Reports); and

(f)

subject to the foregoing provisions of this clause 18.4, all rights and licences of the Reseller under this agreement shall terminate.

18.5

The termination of this agreement shall not of itself give rise to any liability on the part of Risk Warden to pay any compensation to the Reseller for loss of profits or goodwill, to reimburse the Reseller for any costs relating to or resulting from such termination, or for any other loss or damage.

18.6

Any provision of this agreement expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

19.

GENERAL

19.1

Force majeure. Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues results in the suspension of all or any part of the Risk Warden Platform, the Reseller not be obliged to pay the Subscription Fees until such time as the Risk Warden Platform recommenced in accordance with this Agreement.

19.2

No partnership or agency. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided in clause 2.

19.3

Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

19.4

Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

19.5

Entire agreement.

(a)

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

(b)

Each party acknowledges that in entering into this agreement it does not rely on, and 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.

(c)

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

(d)

Nothing in this clause shall limit or exclude any liability for fraud.

19.6

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

19.7

Assignment.

(a)

Risk Warden may at any time assign, mortgage, charge, delegate, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

(b)

The Reseller shall not, without the prior written consent of Risk Warden (such consent not to be unreasonably withheld), assign, transfer, mortgage, charge, delegate, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

19.8

Third party rights. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

19.9

Notices.

(a)

Any notice given under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service or sent by email to the other party at its address set out in 19.9(b), or such other address as may have been notified by that party for such purposes.

(b)

Risk Warden:

Address:

71-75 Shelton Street, Covent Garden, London WC2H 9JQ

Email address: management@riskwarden.com

Reseller:

Address: as set out in the Reseller Status Confirmation.

Email address: as set out in the Reseller Status Confirmation.

(c)

Any notice shall be deemed to have been received:

(i)

if delivered by hand, at the time the notice is left at the proper address;

(ii)

if sent by pre-paid first-class post or other next working day delivery service, at 9am UK time on the second Business Day after posting.

(iii)

if sent by email, at 9am UK time on the next Business Day after transmission.

(d)

This clause 19.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19.10

Governing law. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and interpreted in accordance with the laws of England and Wales.

19.11

Jurisdiction. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this agreement, its subject matter or its formation (including non-contractual disputes or claims).