The Terms and Conditions below set out the basis on which we will provide service to you for: * Any SupportFlow service * Site build/migration project * Product/Module IMPORTANT: If you pay your invoice that contains a link to this page, you agree to be bound to the terms herein, unless there is a current separate agreement that is signed by all relevant parties in place BEFORE paying your invoice. Any SupportFlow service (the "Client") has requested the support services ("Work Product") from On Tap OÜ ("On Tap") for the Covered Systems which is/are owned or licensed by the Client. This Statement of Work is included within the Terms of Service attached. 1. Definitions “Issue” means a technical aspect or functionality of the Product that the Client requires assistance with. A Support Incident is recognised as an Issue only after it has been reproduced in steps provided by the Client and has been confirmed by a On Tap Support Engineer. Furthermore, the Issue or Support Incident must be within the Support Scope in order for assistance to be provided by On Tap to the Client. “Designated Support Contact” means Client's employee who is authorised to contact On Tap’s Support Services. “Error” means a defect which causes the Product not to perform substantially in accordance with the specifications set forth in the Covered System's Documentation. “Covered Systems” means the Product or Products that the Support Services will cover within the Support Scope. Ancillary systems (e.g. integrations) connected to the Covered Systems are also included in the Support Services to the extent that On Tap have access to them, and to the level of knowledge On Tap has about their operation. “Support Services” means the Product support services that are purchased by the Client and provided by this Agreement. “Support Incident” means an issue requiring Support Services that focuses on one aspect of the Product - e.g. use of a specific feature of the Product or assistance with a specific problem or error message. While this single issue may involve other aspects of the Product, addressing other aspects constitutes a separate issue and a separate Support Incident. A single Support Incident may involve multiple phone calls, emails and off-line research. On Tap Support Engineers are responsible for determining what characterises a single Support Incident and communicating same to the Client. “Priority Level” means the decision by the Client that has taken place on an Issue to indicate the order in which the Issue is dealt with in relation to other Issues that the Client currently has. “First Response” means the act by which On Tap makes the first non-automated response to an Issue using the Support Portal. “Client Response” means the act by which the Client makes a non-automated response to an existing Issue using the Support Portal. “Issue Update” means the act by which On Tap makes a non-automated update to an Issue, either after the First Response or by replying to a Client Response. “Support Portal” means an online service provided by On Tap to enable the Client to create a new Issue and to track existing Issues. The nature of the Support Portal may change from time to time at On Tap's discretion. “Business hours” means Monday to Friday 09:00 – 17:30 (UK time zone) inclusive, excluding recognised UK bank holidays. “Set up Fee” means a one-off fee issued by On Tap in respect of account set-up, code repository and staging environment. “Support Scope” means the nature of Issues included in the Support Services. “Total Support Hours” means the number of hours purchased by the Client in the current Agreement Term. “Used Support Hours” means the amount of time, rounded up to the nearest whole hour, that On Tap have used to work on Issues raised by the Client in the current Agreement Term. “Unused Support Hours” means the result of the Total Support Hours minus the Used Support Hours in the current Agreement. For the avoidance of doubt, Unused Support Hours cannot be carried forward to any subsequent renewal of this Agreement. Furthermore, there are no refunds under any circumstances for any “Unused Support Hours” at any time. “Additional Support Hours” means extra hours purchased by the Client in order to increase the Total Support Hours within the current Agreement Term. 2. Support Services On Tap will provide the Support Services listed herein upon payment of the applicable fees by Client and pursuant to the terms and conditions of this Agreement. 2.1 Support Portal The On Tap Support Portal is available to Client and will be staffed by On Tap Support Engineers during Business Hours with response times as set out in 2.5 Response Times. The Support Portal can be contacted by opening an online support ticket (at On Tap's Jira system). 2.2 Support Protocols Issues are routed to an On Tap Support Engineer who will triage the incident or schedule return communication, according to priority of the issue which is prescribed by the Client. The Client must indicate the priority of the issue when raising the ticket. Examples of the categories of issues we might expect to see in order of priority as follows: Priority 1 - Operational Outage Priority 2 - Business impact Priority 3 - Standard request However, On Tap are not prescriptive and will work on reported issues in order prescribed by the Client according to priority. For the avoidance of doubt, it is the Client whose decision it is which priority level a reported issue is categorised as. If a cosmetic issue is the No.1 priority over other outstanding issues, we will channel the next available resource to that issue. Unless otherwise stated in section 5, support tickets can only be created using the On Tap Support Portal. 2.3 Client Obligations In order for Client to receive the Support Services, the Client must: a. Register client(s) and web server(s) with On Tap’s account representative. b. Appoint Designated Support Contact(s) who will maintain the integrity of the Product and who will act as Client liaison for all technical communications with On Tap. Name(s) of Designated Support Contact(s) must be provided to On Tap prior to initial contact with the On Tap Support Portal. All support communications (whether by telephone, email, instant message or online support ticket) by Client to On Tap shall only be made by the Designated Support Contact(s). All information and materials provided to Client by On Tap pursuant to this Agreement will be routed to the Designated Support Contact(s). Client may change the Designated Support Contact(s) upon written notice to On Tap. c. Subject to Client's applicable security requirements, provide On Tap with access to and use of all information and system facilities determined necessary by On Tap to provide timely Support Services pursuant to this Agreement. d. Follow procedures and recommendations provided by the On Tap Support Portal in an effort to correct problems, including sending files and data requested by On Tap Support. e. Provide full screenshots and/or screen recordings and/or detailed steps to replicate issues when requested by On Tap in order to demonstrate an Issue. f. Ensure that all reasonable attempts to replicate a potential Issue have been taken prior to informing On Tap. g. To the best of its abilities, read, comprehend and follow operating instructions and procedures as specified in, but not limited to, the Documentation and other correspondence related to the Product. h. Notify On Tap of a potential "Bug", “Error”, malfunction or other problems in accordance with On Tap's then current problem reporting procedure. If On Tap believes that a problem reported by Client may not be due to a Bug or Error, On Tap will so notify Client. i. Allow software fixes/patches and configuration changes to be installed on the Client's servers according to the standards specified by On Tap, which might change from time to time. j. Test software fixes/patches and configuration changes as directed by On Tap. 2.4 Exclusions On Tap shall have no obligation to support: a. Clients requesting on-site training. Training services may be purchased separately from On Tap; or b. Where the progression of an Issue involves using real credit/debit/payment information for testing purposes, it will be the Client's own responsibility to do this. On Tap do not use their own credit/debit/payment information for such tests. 2.5 Response Times Upon receipt of a new issue or an update of an existing issue by the Client, On Tap will provide a response to the Client within a certain timescale, as follows: New Issue - 24 hours Existing issue update - 24 hours For the avoidance of doubt, On Tap does not guarantee times for the actual resolution of issues, or that issues can actually be resolved. Time worked on Issues: On Tap will keep a reasonably accurate account of the number of whole minutes spent working on each individual Issue. This will be totalled for all Issues worked upon during the current Agreement and represents the Used Support Hours. On Tap will continue to provide Support Services whilst the Used Support Hours is less than the Total Support Hours. At the point when the Total Support Hours is reached, On Tap have no obligation to continue to provide Support Services in the current Agreement Term. Where the Used Support Hours equals the Total Support Hours, and the Client requires On Tap to continue to provide Support Services, the Client is required to sign a new Statement of Work for Additional Support Hours. Estimates: From time to time, On Tap may estimate the amount of time required for an individual Issue. These are estimates, and the amount of time actually required might be more or less than the estimate. The actual amount of time used will be added to the Used Support Hours. 3. Agreement Term and Termination 3.1 Term The initial term of this Agreement is 12 months from the date of purchase, unless terminated earlier in accordance with the terms of this Agreement. 3.2 Renewal This Agreement will not automatically renew. 3.3 Termination On Tap may suspend or terminate Support Services if the Client fails to pay Support Service fees as provided in this Agreement in full and by the due date listed on Client’s invoice, or breaches any provision of this Agreement, and such failure or breach is not remedied within thirty (30) days after Client receives written notice thereof, or by providing one (1) calendar month written notice to the Client address on this Agreement. The Client may terminate the Agreement only by providing written notice to the On Tap address on this Agreement. The Agreement is terminated if the Used Support Hours equals or is greater than the Total Support Hours. 3.4 Re-instatement If Support Services are terminated by On Tap for any reason, Client may reinstate or renew Support Services (at On Tap's sole discretion) by paying On Tap all applicable intermediate and reinstatement Support Services fees. 4. Limited Warranty On Tap warrants that Support Services will be performed with the same degree of skill and professionalism as is demonstrated by like professionals performing services of a similar nature. On Tap use commercially reasonable efforts to resolve each Support Incident but On Tap does not warrant that every Support Incident will be resolved. Fees will not be refunded if the Support Incident is not resolved. 5. Points specific to this Agreement * Type of support plan purchased: As invoiced * Total Support Hours included: As invoiced * Costs: As invoiced. For the avoidance of doubt, the work specified cannot be started until payment has been received in full. * On Tap will install the necessary software on the Development, Staging and Live servers in order to support the deployment process. * In addition to the On Tap Support Portal, issues can also be created by the following mediums: Slack (both using details to be supplied by On Tap). * On Tap will provide the Client a hosted development environment for the Client's web site. This will use a URL designated by On Tap. This will be on a shared server on On Tap's network. On Tap makes no guarantee of the speed, security, availability or suitability of the development environment. * On Tap will install the necessary software on the Development, Staging and Live servers in order to support the deployment process. * On Tap will provide the Client with a Git-based version control system which stores the code repository of the Client's web site and any updates to it. On Tap makes no guarantee of the speed, security, availability or suitability of the code repository. * * On Tap will undertake remote monitoring of the Client's live web site and will provide notifications of any detected problems on a 24x7 basis. On Tap will provide a named point of escalation within management. This may change from time to time. * All pricing in this document excludes VAT, and will be added to your invoices if applicable in your jurisdiction. Support will be offered in the English language only. * Support is offered on a time and materials basis only, and does not include specific deliverables. 6. Support Scope Only Issues of the following nature are included in the Support Services: Full or partial site outages. Bug fixes. The Covered Systems is/are showing an error message. “How do I?” type questions about using the features of the Covered Systems. Assistance with imports, exports and data migration. General troubleshooting of the Covered Systems' functionality. General troubleshooting of third-party extensions. General troubleshooting of integrations with third party software. Phone/web-delivered training and best practice advice. Enhancements, development of new functionality. Customisation of existing functionality. Administrative support within the Covered Systems' admin panels. Extension/Module installation. Upgrades and patches to the Covered Systems. Hosting environment setup. Site performance optimisation. SEO consultancy. Code review. 8. Designated Support Contacts For the Client: To be agreed. Agreement The agreement is executed by you paying for the invoice that contains a link to this page. Site build/migration project THIS MASTER SERVICE AGREEMENT (the "Agreement") is entered into and is effective as of the date of invoice payment, (the "Effective Date"), by and between: ON TAP OÜ having its principal place of business at Pärnu mnt. 141-43, 11314 Tallinn, Estonia (hereinafter referred to as "On Tap" or "Company", to include its successors and permitted assigns) and you (hereinafter referred to as “Client", to include its affiliates, successors and permitted assigns). RECITALS A. On Tap is in the business of providing website development and maintenance services, and has the infrastructure and necessary technical and skilled manpower to carry out such services. B. Client desires to engage On Tap, from time to time, pursuant to one or more Statements of Work (SOW) to perform various technical development services, and On Tap is interested in accepting such engagements, subject to the terms of this Agreement; C. The parties mutually desire to set forth in this Agreement the terms and conditions applicable to all such engagements unless expressly stated that the terms are superseded in a particular SOW. In consideration of the foregoing and the premises and mutual covenants herein contained, the parties agree as follows: 1. DEFINITIONS Capitalised terms used in this Agreement and not elsewhere defined are hereby defined as follows: "Affiliate" shall mean any enterprise, corporation, company, partnership or other entity controlling, controlled by or under common control with a party (the term “controls”, “controlled by,” and “under common control with,” as applied to any entity, refers to the ownership of more than 50% of the voting securities, or their equivalent, of that entity (or in the case of an entity that is not a corporation, controls the election/appointment of the management authority) and any entity controlled by any of them (in each case directly or indirectly)). "Client IP" shall mean all pre-existing Intellectual Property Rights belonging to the Client (or its client) including software (whether in source code or object code form) and supporting documentation, supplied by Client to be included as part of the Work Product. “Agreement” shall mean this Master Services Agreement and any attachments, appendices, schedules, exhibits, addenda or Statements of Work, including all change orders, riders and addenda thereto and all modifications, extensions and renewals thereof now or hereafter attached hereto. "Confidential Information" shall have the meaning set forth in Section 8. “Functional specification” means the functional specifications documents attached in the 'Statement of Work' section. "Derivative Work" shall mean a work that is based upon one or more pre-existing Work Product provided under one or more Statements of Work, such as revisions, modifications, abridgements, condensations, expansions, collections, compilations, or any other form in which such pre-existing work may be recast, transformed or adapted. "Intellectual Property Rights" shall mean any rights under patent, copyright, trade secret, trademark, or similar laws throughout the world. "On Tap Software" shall mean any and all software owned or licensed by On Tap or any of its subsidiaries or its Affiliates and “On Tap Software” shall, for the avoidance of doubt, not include any software written by or on behalf of On Tap for the Client pursuant to theSOW which is contained in the Work Product. "Project Managers" shall mean those persons designated by each party in Section 4 below. "Third Party Software" shall mean any and all non-On Tap Software and non-Client IP that will be incorporated in Work Product and specified in the corresponding Statement(s) of Work. "Third Party Services" shall mean any and all services that will be incorporated in Work Product and specified in the corresponding Statement(s) of Work. "Work Product" shall mean all the deliverable items specified in a Statement of Work to be produced by On Tap and delivered to Client. 2. STATEMENT OF WORK Purpose of the Agreement: This Agreement sets forth the general terms and conditions applicable to work that may be performed pursuant to the Statements of Work Terms of Statements of Work: The “Statement of Work", contains the work or services delivery description that specifies any items to be provided by Client, describes the design, engineering, programming and consulting services to be provided by On Tap, specifies the Work Product, sets forth the payments and/or payment schedule, states any dates or milestones and names the product(s) that will incorporate such Work Product. The Statement of Work also provides details on the specifications, functions, equipment, facilities, Third Party Software, and other resources to be provided by either party in order for the work specified in such Statement of Work to be performed. Client and On Tap may adopt multiple Statements of Work under this agreement. Any change, modification or amendment of a Statement of Work shall be effective only if it is in writing (as a change request), and is executed by authorised representatives of both parties. 3. DELIVERY AND ACCEPTANCE TESTING 3.1 Delivery: On Tap shall deliver to Client the Work Products. 4. PROJECT MANAGEMENT The parties shall conduct regular project review meetings for each Statement of Work, to monitor project progress and identify any existing or anticipated problems relating to such work. In the event any such problem is mutually identified, On Tap shall take steps necessary to correct such problem if the problem is as a result of On Tap workmanship. On Tap shall make available its nominated Project Managers and consultants stated within any SOW for the term they are due to operate within. If On Tap’s Project Managers or consultants are prevented for any reason from performing the Services required by any SOW, the Client shall have the option of accepting a replacement employee or consultant of similar competence and experience to provide the Services without any additional costs or if it deems there is no suitable alternative, it may terminate this Agreement immediately by written notice. On Tap shall remain liable for all acts and omissions of any consultants or sub-contractors provided by it. On Tap shall and it shall ensure its employees and subcontractors shall comply with all Clients’ policies when on Client’s premises, including those relating to security. On Tap’s personnel involved in the provision of the Services shall at all times be the employees or contractors of On Tap. Under no circumstances shall the relationship of employer and employee be deemed to arise between the Client and On Tap’s personnel. On Tap shall also maintain throughout the period of this Agreement, all licenses, certificates, permits and consents necessary for its staff to enter into and perform its obligations under this Agreement. On Tap shall assign personnel of appropriate qualification and experience to perform and fulfill its obligations under this Agreement. The Client shall have the right to direct On Tap to remove from the provision of the Services any member of its personnel where the Client has reasonable grounds for dissatisfaction with such personnel. 5. PAYMENT Payment for Work Product: Once payment has been received for an invoice, payment will not be refunded under any circumstances. Expenses: Within a month of receiving an itemised expenses invoice, Client shall reimburse On Tap for all expenses set forth in such invoice, including without limitation: (i) all reasonable, non-local travel expenses which may be incurred at the request and with prior written approval of Client; and (ii) any other expenses for which Client has agreed to reimburse On Tap as specified in a Statement of Work. Taxes: Client shall pay and be liable for all sales taxes, and value added taxes properly due under applicable law provided On Tap issues a proper tax invoice for such taxes or duties. 6. LICENSE Client IP: Subject to the terms and conditions hereof, Client hereby grants to On Tap a non-exclusive, non-transferable license, without the right to sub-license, for the sole purpose to incorporate the Client IP in the Work Product set forth in a Statement of Work. On Tap Software: Subject to the terms and conditions hereof and On Tap's receipt of the payments described in Section 5 relating to each particular Work Product, On Tap hereby grants/or shall procure to Client a non-exclusive, non-transferable, worldwide license, without the right to sub-license, to distribute, copy, make, reproduce, sell, lease or otherwise transfer, publicly perform, and publicly display the object code version of the On Tap Software incorporated in each Work Product set forth in a Statement of Work, excluding, however, the right to prepare Derivative Works of any such On Tap Software. In this particular case On Tap will not use any On Tap Software or 3rd party software which it is not authorised to use and distribute as part of the solution. License to Affiliates: The licenses granted in Section 6 shall automatically extend to include any of Client's Affiliates to the extent necessary for Client to exercise the licenses granted herein, provided that such Affiliate agrees to be bound by the terms and conditions hereof. Work Product License: On Tap shall have the absolute right to use and exploit any general knowledge or experience it obtains in connection with creating any Work Product pursuant to a Statement of Work hereunder. 7. INTELLECTUAL PROPERTY RIGHTS Work Product a) Any Work Product (other than On Tap Software), including all Intellectual Property Rights associated therewith, are hereby assigned by On Tap and shall be owned by Client, subject to On Tap's receipt of payments for that particular Work Product in accordance with the SOW, and to the rights of On Tap set forth in Section 6. b) Subject to On Tap's receipt of payments relating to each Work Product, and to the rights of On Tap set forth in Section 6, the documentation that accompanies the work product items specified in Statements of Work (other than On Tap Software), including all Intellectual Property Rights associated therewith, shall be solely owned by Client, who shall have the exclusive right to exploit the documentation and grant licenses thereto. c) In the event that this Agreement is terminated before the Services set out in the Statement of Work are complete, then provided Client is at the date of such termination currently compliant with the payment schedule contained in the SOW (or any alternative/replacement schedule agreed by the parties from time to time) then Client shall own all Intellectual Property Rights in Work Products completed or part completed by On Tap at that date. Client IP and On Tap Software: Client or On Tap, whether in source code or object code form, including all Intellectual Property Rights associated therewith, shall own any Client IP or On Tap Software, respectively. Third-Party Intellectual Property Rights: Client shall be responsible for obtaining any Intellectual Property Rights and any other rights for software and other resources (collectively resources) provided to On Tap (including Third Party Software), which are necessary for On Tap to perform its obligations and that are set out in the Statement of Work. Client shall indemnify and keep On Tap indemnified against any claims that the Client IP or any Third Party Software provided by Client infringes any third party rights without any limit on liability. On Tap shall indemnify and keep Client indemnified, without any limit on liability, against any claims that On Tap Software and/or Work Product (excluding Client or Client provided Third Party resources) infringes any third party rights without any limit on liability. Attribution: Client will undertake a case study with On Tap within three months of launch. Content and wording to be agreed by both parties at the time. 8. CONFIDENTIALITY Exchange of Confidential Information: All oral, written or otherwise communicated exchanges of information and all information accessed or obtained by On Tap relating to the Client, its business or its processes and systems shall be considered confidential("Confidential Information") Written disclosures of Confidential Information shall be conspicuously marked with the legend "Confidential Information" (or terms of similar meaning) and shall provide reasonable identification of the information that is considered confidential. Care and Protection: Either party shall protect the other party's Confidential Information with reasonable effort using the same standard of care that applies to its own similar Confidential Information. Exceptions: For purposes of this Agreement, Confidential Information shall not include, and the obligations provided hereunder shall not apply to, information that: (a) is now or subsequently becomes generally available to the public through no fault of the receiving party; (b) the receiving party can demonstrate was rightfully in its possession prior to disclosure by the disclosing party; (c) is independently developed by the receiving party without the use of any Confidential Information provided by the disclosing party; (d) the receiving party rightfully obtained or obtains from a third party who has the right, without obligation to the disclosing party, to transfer or disclose such information; or (e) is released or approved for release by the disclosing party without restriction. Disclosure by Request or Order from Authority: Either party may use or disclose the other party's Confidential Information if required by any request or order of any government authority, or otherwise as required by law, or as necessary to establish and enforce that party's rights under this Agreement. Before disclosing the other party's Confidential Information for such purpose, reasonable effort must be made to notify the other party of the circumstances, and the parties shall cooperate with each other to obtain protection for the confidentiality thereof to the maximum extent available. These obligations of confidentiality shall survive termination of this Agreement. 9. LIMITATIONS ON TAP hereby warrants that: All work product, services and technical support provided hereunder shall be provided using all reasonable care and skill and in accordance with good industry practice. The work product shall meet the functional specifications set out in the SOW. For a period of 30 days beyond formal acceptance by the client of the final ‘Work Product’, On Tap will rectify free of charge any fault with the ‘Work Product’ resulting from On Tap’s error in workmanship. Each individual Work Product and the final product delivered to Client by On Tap pursuant to the Services carried out in the Statement of Work shall be compatible with all third party software itemised within the SOW. It has full authority to provide the work product and to license the On Tap software to the Client. The client’s use of the On Tap software and work product shall not infringe any intellectual property rights of any third party. The work product is compliant with all applicable laws and regulations. On Tap is specifically not liable for the operation, suitability, defects or otherwise arising from the use of Third Party Software. On Tap is specifically not liable for the operation, suitability, defects or otherwise arising from the use of Third Party Services. Limitation of Liability: Subject to the terms hereof or any different terms agreed in a statement of work, in no event shall either party be liable for indirect, incidental, consequential, punitive or special damages, loss of profits, or interruption of business, whether such damages are alleged in tort, contract or indemnity, even if such party has been advised of the possibility of such damages. In no event will the liability of either party relating to a statement of work, for any reason, exceed the sum of £10,000. The preceding sentence shall not apply to the extent that the liability relates to any matter described in clause 7 or from the bad faith, willful default or recklessness of a party. 10. TERM AND TERMINATION 10.1 This Agreement shall be effective upon the Effective Date and, subject to Section 10, shall remain in full force and effect until completion of all SOW’s as determined by the Client unless and until: (i) the parties mutually agree in writing to terminate the Agreement; (ii) the Agreement is terminated pursuant to Section 10.2 below; or (iii) the Agreement is terminated by either party upon 15 days written notice to the other. Additional termination assessments based on Client’s termination for convenience shall be outlined in the SOW. 10.2 Termination Upon Default: Notwithstanding Section 10.1, in the event of default, either party (the "Terminating Party") shall have the right to terminate this Agreement upon 7 days after issuing a written notice to the other party (the "Defaulting Party"), if the Defaulting Party fails to comply with any material term or condition of this Agreement and such failure to comply is not cured within the relevant notice period. Upon such termination by default, the Terminating Party may pursue any remedies available for damages and injunctive relief, which remedies shall be cumulative. For the purpose of this clause 10.3, (without limitation) failure of On Tap to comply with their obligations under Clause 3.4 and the SOW shall constitute and event of default giving Client the right to terminate. Payment of Debts: If either party is unable to pay its debts generally as they come due, or is declared insolvent or bankrupt by a court of competent jurisdiction, is the subject of any liquidation or insolvency proceedings which is not challenged, or proceedings for the appointment of a receiver or similar officer for it, or if either party makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations, then the other party may, by giving prior written notice thereof to such party, terminate this Agreement as of a date specified in such notice of termination. Effect of Termination: Notwithstanding any termination of this Agreement, Sections 5, 6, 7, 8 and 9 shall survive the termination of this Agreement and shall remain in full force and effect. Upon termination of this Agreement due to the default of a party, each party shall return to the other party all technical materials and Confidential Information of the other party in its possession or under its control. All payments owed up to and including the termination date shall be due and payable in full immediately upon termination. 11. GENERAL PROVISIONS Authority: Each party represents and warrants that it has the authority to enter into this Agreement. Required Approvals: Where agreement, approval, acceptance, or consent by either party is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Independent Contractor: On Tap, in rendering performance hereunder, is not an agent or employee of, and has no authority to bind, Client by contract or otherwise. Except as otherwise specifically provided herein, Client has no right or authority to control the manner or means by which On Tap perform its obligations hereunder. Non-Exclusivity: This Agreement shall not prohibit or restrain either party's entry into any agreement(s) with third parties. No Solicitation of Employees: During the term of this Agreement and for a period of one (1) year thereafter, each party agrees not to recruit or solicit the services of any of the other's employees. Assignment: Subject to the terms hereof, Client shall not assign or transfer, directly or indirectly, by operation of law or otherwise, this Agreement or its rights and obligations hereunder to a third party (not being an Affiliate) without the prior written consent of On Tap. Any attempt to do so in contravention of this Section - shall be void and of no force and effect. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, assigns, heirs and legal representatives. Force Majeure: If either party is unable to perform its obligations hereunder by reason of a condition including fire, natural disaster, explosion, strike, industrial disruption, war, riot, governmental restraint or regulations, or any other similar condition beyond the reasonable control of such party, then such party shall give to the other party, a prompt written notice. Thereupon, the obligations of such party giving such notice shall be suspended for so long as such condition exists, provided that such party shall act diligently to remedy the cause of such condition. If such condition lasts more than two (2) months, the party receiving such notice may, at its discretion, terminate this Agreement. The occurrence of a Force Majeure event shall not excuse the obligation to make payment where already due. Notices: Any notices required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) upon delivery, if delivered by hand, (b) upon delivery, if transmitted by facsimile (confirmed by letter sent by first class mail), (c) one business day following the business day of deposit with an overnight courier, freight prepaid, or (d) five (5) days after deposit with the international courier Service or other applicable postal service, if delivered by prepaid first class mail, to the party's Project Manager at the address specified in Section 4, or such other address as a party may specify by notice pursuant to this Section 11. Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, (a) such provision shall be fully severed here from and the remainder of the Agreement shall remain in full force and effect and (b) in lieu of such provision, the parties agree to add to this Agreement a valid, legal and enforceable provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible to give effect to the intention of the parties. Counterparts: This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one single Agreement between the parties. No Waiver: No delay or omission by either party hereto to exercise any right, power or remedy occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right, power or remedy or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise. No waiver of a breach on one occasion shall be deemed a waiver on another occasion. Further Assurance: Each party shall, at the cost and expense of the other party, use all reasonable endeavours to do all such further acts and things and execute or procure the execution of all such other documents as that party may from time to time reasonably require, for the purpose of giving that party the full benefit of the assets, rights and benefits to be transferred to the other party under this Agreement. Entire Agreement/Amendment: This Agreement and the exhibits attached hereto constitute the entire and complete agreement between the parties regarding the subject matter hereof and thereof and supersede all prior or contemporaneous agreements, understandings, negotiations, proposals and representations by the parties with respect to such subject matter. No change, modification, amendment, waiver or discharge hereof shall be valid unless it is in writing and is executed by both parties. Section Headings/Exhibits: The section and subsection headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof. The exhibits attached hereto are incorporated in full herein. Disputes: a) In the event of any dispute arising out of or related to this Agreement, which cannot be resolved to the satisfaction of both parties, each party shall nominate one representative for the purposes of resolving such dispute. The representatives shall meet and shall attempt in good faith to resolve the dispute within ten (10) business days from the date of receipt of notice from a party of the need to resolve any dispute pursuant to this Section 11.14. This procedure shall be a required prerequisite before either party may terminate this Agreement as a result of such dispute. Notwithstanding the foregoing, this Section 11.14 shall not be construed to limit any other rights either party may have in equity, including, without limitation, the seeking and obtaining of a temporary restraining order. b) Any controversy, dispute or claim arising out of or relating to this Agreement, any modification or extension hereof, or any breach hereof (including the question of whether any matter can be arbitrated hereunder) and which is not capable of resolution in accordance with Section 11.14, shall be settled exclusively by arbitration in London in accordance with the Law Of England & Wales and the rules made there under (the "Act" and the “Rules”). The language of the arbitration shall be English. The parties to the arbitration shall bear equally the fees of the arbitrator and related expenses of arbitration and each party shall bear their respective attorneys' fees. Any award of the arbitration shall be final and binding on the parties and each party hereby waives to the fullest extent permitted by law any right to any form of appeal that it may otherwise have under the laws of any jurisdiction. Nothing in this Section 11 is intended to deprive either party of injunctive or other equitable relief in any court. The prevailing party may file all such awards and decisions with any court having jurisdiction over the person or property of the other party as a basis for judgment and the issuance of execution thereon. c) Notwithstanding the foregoing, the parties agree that Section 11 shall not apply to the breach of provisions pertaining to confidentiality and proprietary rights, and that either party may petition a court of law for injunctive relief and such other rights and remedies as it may have at law or equity against such breaches. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England & Wales and the parties submit to the exclusive jurisdiction of the English courts. Statement of Work The Statement of Work will be as described in the invoice received and paid.
