Northell SaaS Terms & Conditions

Effective: January 16, 2026

These NORTHELL SAAS Terms and Conditions ("Ts&Cs") govern Customer's purchase and use of Northell services as identified in any order form, statement of work, or other purchase documentation that expressly references these Ts&Cs. Customer agrees to these Ts&Cs by such reference.

1. DEFINITIONS

1.1 Affiliate: means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.

1.2 Agreement: The applicable Order together with these Ts&Cs.

1.3 Applicable Law: means all laws, regulations, orders, rules, guidance, directions, judgments, directives, industry agreements or determinations in force from time to time applicable to a party and relevant to this Agreement.

1.4 Authorised Users: employees of the Customer, or third parties who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.6.

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

1.6 Company: means Northell Partners Ltd., a HH Global Limited ("HH Global") group company.

1.7 Confidential Information: means any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information which is designated by the disclosing party as confidential at the time of disclosure or which ought reasonably be considered to be confidential by the receiving party. Confidential Information does not include:

(a) information which was in the possession of the receiving party without an obligation of confidentiality, prior to its disclosure by the disclosing party; or

(b) information which was obtained from a third party who is not subject to an obligation of confidentiality to the disclosing party; or

(c) information which was already in the public domain at the time of disclosure otherwise than through a breach of this Agreement; or

(d) information which was independently developed without access to the other party's Confidential Information.

1.8 Control: means the possession by person, directly or indirectly, of the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and "Controls" and "Controlled" shall be interpreted accordingly.

1.9 Customer Content: means any and all information, data, materials, works, expressions, or other content that is (a) uploaded, inputted, or entered into the Services by or on behalf of Customer or any Authorised User, including for processing, (b) provided, transferred, or made available to Company or its Representatives by or on behalf of Customer or any Authorised User, including for processing by or through the Services or for developing or creating reports, or (c) collected, downloaded, or otherwise received by Company or the Services for or on behalf of Customer or any Authorised User.

1.10 Documentation: means the online help and other documentation provided in the Services or otherwise made available to Customer, and any modified, updated or enhanced versions of such documentation.

1.11 Fees: as defined in the Order.

1.12 Force Majeure Event: means (a) war including civil war (whether declared or undeclared), riot, civil commotion or armed conflict materially affecting either party's ability to perform its obligations under this Agreement; (b) acts of terrorism; (c) flood, storm or other natural disasters; (d) fire; (e) unavailability of public utilities and/or access to transport networks to the extent no diligent supplier could reasonably have planned for such unavailability as part of its business continuity planning; (f) government requisition or impoundment; and (g) industrial action which affects the ability of Company to supply the Services, but which is not confined to the workforce of Company or the workforce of any sub-contractor of Company.

1.13 Insolvency Event: means in respect of either party:

(a) other than for the purposes of a bona fide reconstruction or amalgamation, such party passing a resolution for its winding up, or a court of competent jurisdiction making an order for it to be wound up or dissolved, or that party being otherwise dissolved; or

(b) the appointment of an administrator of, or the making of an administration order in relation to, either party, or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity's undertaking, assets, rights or revenue; or

(c) that party entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them, or taking steps to obtain a moratorium, or making an application to a court of competent jurisdiction for protection from its creditors; or

(d) that party being unable to pay its debts or being capable of being deemed unable to pay its debts.

1.14 Intellectual Property Rights: means any and all intellectual property rights of any nature anywhere in the world whether registered, registerable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, trade secrets, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the "look and feel" of any websites.

1.15 Input: means data, content or other material provided by Customer or Customer's Authorised Users input to the Services.

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

1.17 Output: means output from the Services based on the Input, including, without limitation, any results, reports, recommendations, or other information or content generated by the Services.

1.18 Order: means any order form, statement of work, or other written agreement that specifies the Services to be provided, applicable fees, and any additional terms, and that expressly references these Ts&Cs.

1.19 Professional Services Agreement: means the optional, separate and independent professional services agreement between Customer and Company (or Company Affiliate) related to Company's (or Company Affiliate's) provision of implementation and other consulting services to Customer, subject to a statement of work ("SOW").

1.20 Representatives: means, in relation to a party, its employees, officers, contractors, subcontractors, suppliers, representatives and advisers.

1.21 Service Improvements: means modifications, updates, enhancements, and improvements to the Services, including to underlying Software, models, algorithms, and performance.

1.22 Service Level Agreement: has the meaning given in Exhibit A.

1.23 Services: the services provided by Company to the Customer under this Agreement, including the provision of the Software, hosting, professional services, support and maintenance, as applicable.

1.24 Software: the online software applications provided by Company as part of the Services, as set forth in the applicable Order.

1.25 Subscription Term: has the meaning given in clause 13.1 (being the initial Subscription Term together with any subsequent Renewal Periods).

1.26 Support Services: Company's support services as made available as part of the Service Level Agreement set out in Exhibit A.

1.27 Third-Party Technology: any third-party technologies, platforms, models or services.

2. Services and Authorized Users

2.1 Company shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to this Agreement.

2.2 Company shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance; and

(b) unscheduled maintenance performed outside Normal Business Hours.

2.3 Company will, as part of the Services and in consideration of the applicable Fees, provide the Customer with the Support Services during Normal Business Hours in accordance with Company's support policies in effect at the time that the Services are provided.

2.4 Company shall perform the Services in accordance with the Service Level Agreement set out in Exhibit A.

2.5 Company may update the Services and/or Documentation periodically. If a Company update materially reduces the Services functionality, Company will notify Customer. Subject to clause 13.3(d), within five Business Days of receipt of this notice, the Customer may choose to terminate the Agreement by providing thirty days written notice. This termination right will not apply to updates made to features provided on a beta or evaluation basis.

2.6 In relation to the Authorised Users, the Customer undertakes that:

(a) it shall only allow Authorised Users to use its account, usernames or passwords, and shall promptly notify Company customer support of any actual or suspected unauthorised use of its account, usernames or passwords, or any other breach or suspected breach of security related to the Services by sending an email message to support@northell.com. Company will not be liable for any loss or damage arising from unauthorised use of any accounts, usernames or passwords.

(b) each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed frequently and that each Authorised User shall keep their password confidential;

(c) it shall maintain a written, up to date list of current Authorised Users and provide such list to Company within five Business Days of Company's written request at any time;

(d) should an Authorised User leave the Customer's business or company, the Customer shall de-authorise the user to ensure they can no longer access the Services and Documentation.

2.7 The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;

and Company reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.8 Customer acknowledges that the Services and the Documentation, and their structure, organisation and source code, constitute valuable trade secrets of Company and the Customer shall not, nor permit any Authorised User or other party to:

(a) attempt to copy, modify, adapt, alter, translate, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means; or

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or

(c) access all or any part of the Services and/or Documentation in order to build a product or service which competes with the Services; or

(d) use the Services and/or Documentation to provide services to third parties; or

(e) subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2;

(g) introduce or permit the introduction of any virus or vulnerability into the Services or Company's network and information systems; or

(h) remove or destroy any copyright or other proprietary markings or notices or confidentiality legends placed by Company upon or contained within the Services, Company Confidential Information, and any related materials.

2.9 Customer shall not use the Services to process, store, or transmit personal data except as expressly agreed in the applicable Order.

2.10 Customer shall ensure that all Authorised Users comply with this Agreement, Documentation and any applicable policies referenced herein. Customer is responsible for any breach of this Agreement by its Authorised Users.

2.11 Customer's use of the Services is subject to the additional terms set forth in Exhibit B (Responsible Use of AI Technology), which is incorporated by reference into this Agreement.

3. Customer Content

3.1 Company will use Customer Content solely to provide the Services, comply with Applicable Law, and as otherwise expressly set out in this Agreement.

3.2 Customer and Customer's Authorised Users will provide Input and receive Output in connection with the Services. As between the parties, to the extent permitted by Applicable Law, Customer retains all ownership rights in Input and shall own all Output.

3.3 Customer is responsible for all Input and represents and warrants that it has all rights, licenses, and permissions required to provide the Input to the Services. Customer is solely responsible for all uses of the Outputs and for evaluating the accuracy and appropriateness of Output for Customer's use case.

3.4 Subject to the restrictions set out in clause 3.5, Company may use aggregated and anonymized data arising from Customer's use of the Services to operate and maintain the Services and to make Service Improvements. For clarity, data provided by Customer for configuration, implementation, or similar purposes that does not arise from the use of the Services will be used solely to provide the Services to Customer.

3.5 Company will not use or share Customer Content to train artificial intelligence or machine learning models except to the extent used for the training of models for Customer's own instance(s) of the Services.

4. WARRANTY DISCLAIMER

4.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE SERVICES, TOGETHER WITH ALL OUTPUT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER'S USE OF THE OUTPUT IS AT ITS SOLE RISK.

4.2 CUSTOMER UNDERSTANDS THAT IF IT USES THE SERVICES TO CREATE OUTPUT THAT INFRINGES UPON THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, IT MAY BE SUBJECT TO LEGAL ACTION BY THE RIGHTS HOLDER. NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY IS NOT RESPONSIBLE FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS OR LEGAL DISPUTES ARISING FROM CUSTOMER'S USE OF ANY OUTPUT.

4.3 CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE OUTPUT AND FOR ANY DECISIONS IT TAKES WITH RESPECT THERETO, INCLUDING DECISIONS TO PUBLISH, SHARE, DISTRIBUTE, OR ACT ON INFORMATION CONTAINED IN THE OUTPUT.

5. Security and Data Processing

5.1 Company will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Services as described in the Documentation.

5.2 Where Company processes personal data as a processor on behalf of Customer, Company will process personal data in accordance with the Data Processing Addendum ("DPA"), which is incorporated by reference and available at northell.com/dpa. The DPA describes Company's role as a processor, its obligations under applicable data protection laws, and the security measures applied to the Services. Customer is responsible for ensuring that its use of the Services complies with all Applicable Law, including providing any required notices and obtaining necessary consents. Where Company acts as a controller when processing any personal data about Authorised Users or other Customer representative, it will use that personal data in accordance with its Privacy Notice available at northell.com/privacy-policy.

6. Customer's obligations

6.1 The Customer shall:

(a) not make the Services available to anyone other than Customer's Authorised Users, or use the Services for the benefit of anyone other than Customer or its Affiliates;

(b) provide Company with:

(i) all necessary co-operation in relation to this Agreement; and

(ii) all necessary access to such information as may be required by Company;

in order to provide the Services;

(c) without affecting its other obligations under this Agreement, comply with all Applicable Law including sanctions laws and regulations with respect to its activities under this Agreement;

(d) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Company may adjust any agreed timetable or delivery schedule as reasonably necessary and Company shall not be liable for any failure to deliver any or all of the Services to the extent caused by Customer's delay;

(e) be responsible for the accuracy, quality and legality of Customer Content, the means by which Customer acquired Customer Content, Customer's use of Customer Content with the Services, and the interoperation of any third-party applications with which Customer uses the Services;

(f) ensure that the Authorised Users use the Services and the Documentation only in accordance with this Agreement and all Applicable Law and shall be responsible for any Authorised User's breach of this Agreement;

(g) obtain and shall maintain all necessary licences, consents, and permissions necessary for Company, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

(h) ensure that its network and systems comply with the relevant specifications provided by Company from time to time; and

(i) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Company's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

7. Charges and payment

7.1 The Customer shall pay the Fees to Company for the Services in accordance with this clause 7 and the applicable Order.

7.2 Except as otherwise provided in the applicable Order, the Customer will pay the Fees within thirty (30) days after the date of the applicable Company invoice. Payments by Customer that are more than thirty (30) days past due will be subject to a late charge equal to the lower of one and one-half percent (1.5%) per month and the maximum rate allowed by Applicable Law.

7.3 The Fees charged by Company hereunder do not include any taxes, duties or charges of any kind. Customer will be responsible for all applicable federal, state, local or other taxes related to the payments under this Agreement (excluding taxes based on Company's net income). Invoices issued by Company shall separately state any applicable transaction taxes required to be collected by Company from Customer, including sales and use, value-added, goods and services, or any other taxes, fees or duties, required to be collected by Company from Customer.

7.4 Where taxes are required to be deducted or withheld on payment of invoices issued under this Agreement under Applicable Law ("Withholding Tax"), Customer shall gross up the payment such that Company receives the full amount invoiced and the Customer shall promptly pay to the relevant taxation authority within the period permitted by law the amount of such withholding or deduction. The parties will cooperate to provide relevant documentation and evidence, and take any action required in advance of payment, to reduce the Withholding Tax where possible under the applicable double tax treaty.

7.5 All amounts and Fees stated or referred to in this Agreement:

(a) shall be payable in pounds sterling; and

(b) are non-cancellable and non-refundable.

7.6 Company shall be entitled to increase the Fees, effective at the start of each Renewal Period, upon not less than 90 days' prior notice to the Customer, and, upon the expiry of such notice period, the Order shall be deemed to have been amended accordingly.

7.7 Certain Services may involve variable or consumption-based usage (including compute capacity, processing units, tokens, storage, or similar usage) ("Usage"). Unless expressly included in the Fees, as set forth in the applicable Order, Customer will pay for all Usage as set out in the applicable Order. Except as otherwise provided in the applicable Order, Usage charges will be invoiced monthly in arrears.

8. Proprietary rights

8.1 The Customer acknowledges and agrees that Company, its licensors and/or its Affiliates own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, this Agreement do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

8.2 Customer grants to Company a non-exclusive, worldwide, royalty-free license to use the Customers' trademarks and Customer Content provided by Customer solely as necessary to provide the Services in accordance with this Agreement. Title to and ownership of the Customer trademarks and Customer Content will remain with Customer.

8.3 Customer agrees that any Service Improvements and any Intellectual Property Rights contained in them shall belong to Company on creation. Service Improvements may be used for the benefit of all of Company's third party customers.

8.4 Customer shall at Company's request and expense, undertake to execute all such documents as shall be necessary to perfect and ensure Company's full rights and title in the Service Improvements.

8.5 The Services may incorporate or rely on Third-Party Technology. Customer is not granted any rights in such Third-Party Technology other than those necessary to use the Services in accordance with this Agreement. Customer must use the Services in a manner that does not cause the Company to breach its obligations under any applicable terms governing such Third-Party Technology (as made available or notified to Customer from time to time). The Company may modify, replace, or deprecate Third-Party Technology (including models, APIs, or safety features) where required for performance, security, legal, or third-party-policy reasons, provided such changes do not materially degrade the core functionality of the Services.

9. Confidentiality

9.1 Each party shall keep the other party's Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement ("Permitted Purpose"); or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 9.

9.2 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure;

(b) such Representatives have an agreement containing substantially similar confidentiality obligations as those set out herein; and

(c) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

9.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

9.4 On termination of this Agreement, each party shall:

(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;

(b) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

(c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 13.

9.5 The provisions of this clause 9 shall survive for a period of five years from termination of this Agreement.

10. Indemnity

10.1 The Customer shall indemnify Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, the Input and/or Documentation.

10.2 Customer agrees, warrants and represents that Customer's use of the Services and Input shall not: (a) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) violate any law, statute, ordinance or regulation (including without limitation those governing export control, dealer agreements, unfair competition, anti-discrimination or false advertising); or (c) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing or obscene and Customer shall indemnify Company against any third party claims including without limitation those claims arising from Customer's breach of this clause 10.2.

10.3 Subject to clauses 10.4, 11.2, 11.3, 11.4, Company shall indemnify the Customer against any third party claim that the Services or Documentation infringes any third party Intellectual Property Rights.

10.4 In no event shall Company be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services or Documentation by anyone other than Company or its authorised Representatives; or

(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Company or otherwise permitted under this Agreement; or

(c) any combination of the Services or Documentation with products of the Customer or any third party, which combination is the basis for such claim; or

(d) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Company or any appropriate authority; or

(e) the Customer Content; or

(f) the Customer's breach of this Agreement.

10.5 The foregoing states the Customer's sole and exclusive rights and remedies, and Company's (including Company's employees', agents' and sub-contractors') entire obligations and liability, for infringement or alleged infringement of any third party patent, copyright, trade mark or database right by Company.

11. Limitation of liability

11.1 Company shall have no liability for any damage caused by errors or omissions in any Customer Content, information, instructions or scripts provided to Company by the Customer in connection with the Services, or any actions taken by Company at the Customer's direction.

11.2 In no event shall Company be liable whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profits, loss of business, wasted expenditure, depletion of goodwill, loss or corruption of data, or special, incidental, indirect or consequential damages of any kind, whether or not advised of the possibility of such damage, arising out of or in connection with this Agreement.

11.3 Nothing in this Agreement excludes or limits the liability of Company:

(a) for death or personal injury caused by its negligence or the negligence of its employees or agents;

(b) for fraud or fraudulent misrepresentation;

11.4 Subject to clauses 11.2 and 11.3, Company's total aggregate liability to the Customer, in respect of any and all claims, indemnities, direct losses or damages, whether arising from tort (including negligence), breach of contract or otherwise arising under or in connection with this Agreement shall not exceed the total Fees paid or payable during the 12 months immediately preceding the date of the event giving rise to the liability.

12. Insurance

12.1 Company confirms that it has, and shall maintain in force, appropriate levels of insurance cover at sufficient levels to meet its liabilities under this Agreement for the Subscription Term, with reputable and substantial insurers. Upon the Customer's reasonable request, Company will provide the Customer with reasonable evidence that such insurance is in place.

13. Term and termination

13.1 This Agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a "Renewal Period"), together the "Subscription Term", unless:

(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Subscription Term (including, as applicable, any Renewal Period), in which case this Agreement shall terminate upon the expiry of the applicable Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of this Agreement.

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

(a) the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 20 Business Days after being notified in writing to do so; or

(b) an Insolvency Event occurs.

13.3 On termination of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

(c) Company will, upon request by Customer made within 10 days after the effective date of termination, make Customer Content available to Customer for export or download. After such 10-day period, Company will have no obligation to maintain or provide any Customer Content, and may destroy or otherwise dispose of any of the Customer Content in its systems or otherwise in its possession, unless legally prohibited; and

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.

13.4 Termination or breach of any Professional Services Agreement or Statement of Work shall not be considered a material breach or cause for termination of this Agreement.

14. Force majeure

14.1 Neither party shall be in breach of this Agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or non-performance is due to a Force Majeure Event, provided, however, that the party suffering such delay notifies the other party as soon as reasonably practicable, stating the commencement date, its cause, anticipated extent and its estimated duration.

15. Conflict

15.1 If there is an inconsistency between any of the provisions in the main body of this Agreement and the Exhibits, the provisions in the main body of this Agreement prevail.

16. Variation

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

17. Waiver

17.1 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.

17.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

18. Severance

18.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, and the remaining provisions of this Agreement will remain in full force.

19. Entire Agreement

19.1 This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. In the event of a conflict between an Order and these Ts&Cs, these Ts&Cs will prevail unless the Order expressly states otherwise.

20. Assignment

20.1 The Customer shall not, without the prior written consent of Company, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

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

21. No partnership or agency

21.1 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22. Third party rights

22.1 This Agreement do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

23. Counterparts

23.1 This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

24. Notices

24.1 Any notice given to a party 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 at the respective addresses set forth above and marked for the attention of the representative for the relevant party.

24.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address; or

(b) if sent by pre-paid first-class post or registered or recorded delivery, three Business Day from the date of posting.

25. Governing law

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

26. Jurisdiction

26.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Exhibit A

Support + Service Level Agreement

1. Support Services

Company will provide support for the Services in accordance with this Exhibit A. Support includes:

Access to a support portal and email-based assistance.
Incident reporting, troubleshooting, and service requests.
Escalation procedures for unresolved issues.

Customer may contact support by email at support@northell.com or through the support portal provided by Company.

2. Availability

The Services are hosted in a secure, enterprise-grade cloud environment (such as Microsoft Azure or other leading cloud providers) and designed for high availability. Company will use commercially reasonable efforts to maintain uptime consistent with industry standards.

3. Service Levels

Incidents are prioritized based on impact and urgency. Target response and resolution times are:

Priority	First Response	Target Resolution
P1 – Urgent	< 1 hour	< 8 hours
P2 – High	< 4 hours	< 1 day
P3 – Normal	< 8 hours	< 3 days
P4 – Low	< 24 hours	< 10 business days

If additional information is requested from Customer, SLA timers pause until Customer responds. Tickets may close if no response is received within 3 days after a request for information.

Incident Classification

P1 – Urgent: Service unavailable for multiple users.
P2 – High: Major functionality impaired.
P3 – Normal: Minor disruption or single-user issue.
P4 – Low: Service requests or administrative changes.

4. Escalation

If Customer believes an issue is not being handled appropriately, Customer may escalate via the process provided in the support portal.

5. Exclusions

Service levels do not apply to issues caused by:

Factors outside Company's control (e.g. internet outages, Force Majeure Event).
Customer's failure to provide required information or assistance.
Issues with Customer's own systems or third-party integrations.

Exhibit B

Additional Terms – Responsible Use of AI Technology

1. The Services are designed to assist with compliance-related and other workflows but do not replace legal, regulatory, or professional judgment. Customer remains solely responsible for all compliance decisions and outcomes.

Without limitation, Customer may need to take additional steps such as:

Reviewing AI-generated outputs for accuracy and completeness;
Applying human judgment before acting on any recommendations;
Consulting applicable laws, regulations, and internal policies;
Performing independent fact-checking and risk assessments.

2. Customer is solely responsible for ensuring that its users are made aware of best practices for using the Services in compliance with all Applicable Law, regulations, and guidelines, including, without limitation, laws relating to bias, discrimination, fairness, and privacy.

3. Customer must not use the Services (a) for any use prohibited by Applicable Law, or that violates the rights of others, (b) to generate content that expresses or promotes hate, harassment, or violence, exploits or harms any individual, encourages self-harm, presents illegal, sexual, political, harmful, false, deceiving or misleading information, misuses personal data, or contains malware, unsolicited bulk content, ransomware, or viruses; or (c) in a way that infringes, misappropriates, or violates any third party rights.

4. CUSTOMER UNDERSTANDS THAT IT SHOULD NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING THEIR ACCURACY. OUTPUT THAT APPEARS ACCURATE BECAUSE OF DETAILS OR SPECIFICITY MAY STILL CONTAIN MATERIAL INACCURACIES.

5. OUTPUT MAY NOT ACCOUNT FOR EVENTS OR CHANGES TO UNDERLYING FACTS OCCURRING AFTER THE MODEL(S) WERE TRAINED. IN ADDITION, OUTPUT MAY NOT REFLECT CUSTOMER'S BELIEFS, POSITIONS, OPINIONS, OR VIEWS, AND MAY BE OFFENSIVE, INACCURATE, INCOMPLETE, OR OTHERWISE INAPPROPRIATE. MOREOVER, OUTPUT MAY INCORPORATE OR RESEMBLE THIRD-PARTY INTELLECTUAL PROPERTY.