Propflo Platform Agreement

AGREED TERMS

1. DEFINITIONS AND INTERPRETATIONS

1.1. In this Agreement, unless the context otherwise requires, the following definitions will apply:

Anti-Corruption Laws means the body of local, state, provincial, national and international laws and regulations relating to anti bribery and anti-corruption, including but not limited to the Foreign Corrupt Practices Act 1977, the UK Bribery Act 2010, U.S.  anti-boycott laws and those laws and regulations intended to implement the Organization for Economic Cooperation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

Brand Features means the trade names, trademarks, logos and other distinctive brand features of the applicable party. Charges means the charges for the Services set out in the Order Form.

Client means the Propflo client agreeing to the Order Form and PSA.

Effective Date means the date on which this Agreement takes effect.

Confidential Information means information disclosed by (or on behalf of) one party to the other party in connection with or in anticipation of this Agreement or any Order Form (including the content of this Agreement and all Order Forms) that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was lawfully given to the recipient by a third party.

Content means any information, text, graphics, or other materials uploaded, downloaded or appearing as part of the Services.

Denial of Service (“DoS”) means an attack on computer systems, networks, devices, services or other IT resource causing disruption to the targeted resource and preventing legitimate users from partial or full access to that resource.

Developments means the improvements and further developments of Propflo’s machine learning services.

External Data Providers means any third party: institution, organisation, corporate entity or government agency responsible for the provision of data or information in relation to the Services.

Feedback means any feedback or suggestions provided by the Client under this Agreement in relation to the Services.

Information Security Policy has the meaning attributed to it in Clause 10.3.1.

Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trademarks,  service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in  Confidential Information (including Know-How and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent  rights or forms of protection in any part of the world.

Know-How means unpatented technical information (including information relating to inventions, discoveries, concepts, methodologies, models, research, development, and testing procedures; the results of experiments, tests, and trials; processes, techniques, and specifications; quality control data, analyses, reports, and submissions) that is not in the public domain.

Notice has the meaning attributed to it in Clause 11.8.

Order Form means each fully executed Propflo order form that incorporates this PSA and describes the Services to be provided by Propflo from time to time as agreed in accordance with  Clause 3 of this Agreement.

Permitted Purpose means legitimate, professional, informational, internal business operations purposes and not in any event for the reselling or otherwise making the Services available to any third parties unless agreed in special terms.

Personal Data has the meaning attributed to it in Clause 10.1.

Privacy Laws means any applicable rules, laws, regulations, directives and governmental requirements currently in effect and as they become effective relating to privacy or data protection.

Processing has the meaning attributed to it in Clause 10.1.

Record of Processing means the records of Propflo Processing and list of third-party service providers or as otherwise notified to Client from time to time.

Reports means a summary of analyses performed on Client data.

Security Breach has the meaning attributed to it in Clause 10.5.

Services means the services and/or products offered by Propflo from time to time under this Agreement and as more particularly detailed in the applicable Order Form (including, as the case may be, the Reports, Content, Developments, Software, Site, and API).

Software means any software provided by Propflo, including Portfolio Audit, GreenVal and the Home Hub.

SLA means the Propflo service levels for the Services as set out in the Order Form.

Site means www.propflo.co.uk, www.greenval.co.uk and their subdomains.

User means any person using the Services.

VAT means value added tax chargeable under English law for the time being and any similar additional tax.

1.2 Where the words include(s), including or in particular are used in this Agreement or any Order Form, they are deemed to have the words without limitation following them.

1.3 References to clauses are to the clauses of the Propflo Services Agreement.

1.4 A reference to a party includes its successors and permitted assigns.

2. TERM

This Agreement will commence on the Effective Date and will continue for the duration outlined in the Order Form (the “Term”) unless terminated sooner in accordance with this Agreement. After the Term, the order can be renewed by the Client. The Term and the Renewal Terms (if any) are collectively referred to as the “Term”.

3. ORDER FORM(S) AND CHANGE

3.1 The Client will be permitted to enter into additional Order Forms, in which case subject to clause 8.4 each Order Form will form a separate agreement between the Client and Propflo on the terms contained in this PSA..

4. PARTIES’ OBLIGATIONS

4.1 Propflo will, during the Term, provide the Services with reasonable skill and care, and will use reasonable efforts to meet the SLA.

4.2 The parties will provide each other with: (a) all necessary co-operation in relation to this Agreement and the Order Form; and (b) access to such information as may be required in order to render and receive the Services, as set out in this agreement.

4.3 Unless agreed otherwise in an Order Form, the Client: (a) may download, view, copy and print Content and use the Services for the Permitted Purpose only; (b) agrees that the Reports, Services, the Site and Content may not be sold,  transferred, sublicensed, commercially exploited or otherwise made available to, or used for the benefit of, any third party other than the Client unless otherwise agreed; and (c) will not make the Services available or otherwise use the Services in any jurisdiction such that  Propflo’s provision of the Services would require Propflo to physically store data (of any kind) in that jurisdiction, without  first obtaining Propflo’s prior written consent.

4.4 The Client will comply with all applicable laws and regulations (including any obligation to seek prior regulatory review,  approval, or similar) with respect to its use of the Services and will not: (a) use the Services to discriminate against the User or in a manner that causes damage or injury to any person or property; (b) use the Services in a manner that could  be reasonably expected to bring Propflo into disrepute or otherwise harm its reputation; (c) act or omit to act in a way  which interferes with or compromises the integrity or security of the Services; (d) access all or any part of the Services in  order to build a product or service which competes with the Services; (e) amend or remove Propflo Brand Features or  “powered by Propflo” language from the Services, Site, or Software unless the client has purchased the relevant tier; (f) make use of the Propflo API without prominently displaying “powered by Propflo” language in a place that is clearly visible to Users; (g) except as may be allowed by any  applicable law which is incapable of exclusion by agreement between the parties: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services (as applicable) in any form or media or by any means to any individual or entity, including without limitation,  Users; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form  all or any part of the Services; or (h) attempt to access the Services other than through the means made available to the  Client by Propflo. Any breach of this clause will be deemed to be a material breach.

4.5 The Client represents and warrants that it will only provide Personal Data to Propflo that is accurate, complete and  provided in a form that Propflo can Process, in order to maximise the quality of the Services, and Client agrees that if any Personal Data is not provided as such, any resulting impact on the quality of the Services shall not cause Propflo to be in  breach of this Agreement or any SLA.

4.6 The Client is responsible for maintaining the confidentiality of any password(s) or security routines it is given or sets to access and use the Services, and is fully responsible for all activities that occur under the Client’s password(s) or security routines. The Client agrees to notify Propflo immediately of any accidental or unauthorised access to or use of the Services, whether suspected or confirmed. In the event of a suspected or confirmed security incident impacting Client’s use of the Services or other exigent circumstances, Propflo reserves the right to immediately withdraw or suspend access to the Site or the Services and to alter the Client’s password(s).

4.7 The Client acknowledges and agrees that the veracity of any information transmitted through the Site and in relation to the Services is the sole responsibility of the originator from which the content originated (for example, referees or data suppliers) and Propflo will not be liable for omissions in content or errors or false statements, including in respect of data provided by third parties. The Services are not intended to be used as the sole basis for any business decision (including where those business decisions concern a User). The Client agrees that Propflo has no liability for any inaccuracy, incompleteness or other error in the Services (including the Site, the Reports and the Content) which arises as a result of data provided by the Client or any third party.

4.8 No conditions, warranties or other terms apply to any Services (including any Software) supplied by Propflo under this Agreement other than the conditions, warranties and terms expressly set forth herein. Propflo hereby disclaims any implied warranties whether arising under law, through course of dealing, or otherwise, (including any implied warranties of non-infringement, title, satisfactory quality, fitness for purpose, merchantability or conformance with description). In addition, Propflo does not warrant or enter into any other term to the effect that any Software or any technology provided in connection with this agreement or any order form will be entirely free from defects or that its operation will be entirely error free. The Client understands that Propflo obtains the information reported in its reports from various third party sources “as is”, and therefore is providing the information to the Client “as is”.

4.9 The Client will indemnify, defend, and hold harmless Propflo and its respective officers, shareholders, directors, and  personnel, (and keep such individuals indemnified on a full indemnity basis), from and against any third party claims,  suits, hearings, actions, damages, liabilities, fines, penalties, costs, losses, judgments or expenses (including reasonable  attorneys’ fees) arising out of or relating to the Client’s use of the Services (collectively, “Claims”), provided and to the  extent that such Claims are not due to any breach of this Agreement by Propflo.

5. CHARGES AND PAYMENT

5.1 In consideration of the provision of the Services, the Client will pay the charges set out in the applicable Order Form in the manner set out in this Agreement and/or the applicable Order Form.

5.2 All charges quoted to the Client will be exclusive of VAT which (where applicable) Propflo will add to its invoices at the appropriate rate. All payments due to Propflo will be in the currency set out in the Order Form.

5.3 Unless otherwise specified in the Order Form, the Client will pay each invoice submitted to it by Propflo in full within 30 days of the date of the invoice. Time for payment will be of the essence. The Client may not withhold payment of any invoice or other amount due to Propflo by reason of any right of set-off or counterclaim which the Client may have, or allege to have, or for any reason whatsoever.

6. PERMITTED USE AND PROPRIETARY RIGHTS

6.1 As between Propflo and the Client, all Intellectual Property Rights and all other rights in the Services (including the Site, the Software the Content and the Reports) and any Feedback and/ or Beta Features will be owned by Propflo. Propflo licenses all such rights to the Client free of charge during the Term on a non-exclusive, non-transferable, royalty-free  worldwide basis to such extent as is necessary to enable the Client to make use of the Services in accordance with this  Agreement and the Order Form. The Client will leave in place (and not alter or obscure) all proprietary notices and licences contained in the Services. All rights in and to Intellectual Property Rights owned or controlled by Propflo not expressly granted herein are reserved. 

6.2 Propflo shall retain all intellectual property rights in any models trained on Client Data, including any improvements, modifications, and derivative works thereof. The Client shall not acquire any ownership rights, title or interest in such models, except as expressly granted in this Agreement. The Client acknowledges that the models trained on its data are considered to be confidential information of Propflo and the Client shall take all reasonable steps to protect such confidential information from unauthorized use, disclosure or distribution.

6.3 Propflo will not use the Client’s Brand Features for advertising or promotional purposes without the prior written consent of the Client.

7. TERMINATION

7.1 Without prejudice to any other rights or remedies which the parties may have, either party may suspend, terminate or partially terminate this Agreement and the applicable Order Form without liability to the other party immediately on giving Notice to the other party if: (a) the other party fails to pay any amount due under this Agreement or the Order Form  on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or (b) (i) the other party is in material breach of this Agreement and/or the Order Form where the breach is incapable of remedy; or (ii) the other party is in material breach of this Agreement and/or the Order Form where the  breach is capable of remedy and fails to remedy that breach within fourteen (14) days after receiving written Notice of  such breach; or (c) it enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise  ceases to carry on any Services; or (d) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets (e) required pursuant to a change in applicable  law. If Customer terminates this Agreement because Propflo commits a material breach, Propflo will refund any unconsumed prepaid Charges calculated pro rata. If Propflo terminates this Agreement because the Client commits a material breach, Propflo will be entitled to the Charges until the end of the relevant payment period. Payment obligations will continue in full during any period of suspension by Propflo for material breach.

7.2 On termination of this Agreement and the applicable Order Form, the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, will not be affected.

8. LIMITATION OF LIABILITY

8.1 Subject to the provisions of Clause 8.2, this Clause 8 sets out the entire financial liability of either party (including any  liability for the acts or omissions of either party’s employees, agents and sub-contractor) in respect of: (a) any breach of  this Agreement or any Order Form; and (b) any use made by the Client of the Services (including the Reports, the Content  and the Site) or any part of them; and (c) any representation, statement or tortious act or omission (including negligence)  or breach of statutory duty arising under or in connection with the Agreement and any Order Form.

8.2 Nothing in this Agreement or in any Order Forms limits or excludes either party’s liability: (a) for death or personal injury; or (b) for fraud or fraudulent misrepresentation; or (c) for wilful misconduct; (d) payment of sums properly due and owing to the other in the course of normal performance of this Agreement and all Order Forms.

8.3 Subject to Clauses 8.1 and 8.2, neither party will be liable under or in connection with this Agreement or any Order Form  (whether in contract, tort or otherwise) for any: (a) loss of profit; (b) loss of anticipated savings; (c) loss of business  opportunity; (d) loss of or corruption of data; (e) loss of reputation or goodwill; or (f) special, indirect or consequential  losses; suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at  the date of this Agreement and/or the applicable Order Form). Propflo will not be liable for loss suffered by the Client to the extent Propflo cannot independently substantiate a claim due to the fact that the Client has instructed Propflo to delete the underlying Personal Data.

8.4 Either party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty),  misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of  this Agreement and all applicable Order Form will be limited to 125% of the total amount paid and payable by the Client under the applicable Order Form for the 12 months period immediately preceding the event giving rise to the first claim.

8.5 Subject to clause 8.2, the Client assumes sole responsibility for conclusions drawn from use of the Services (including the Reports, the Content and the Site).

8.6 In the event that the Client elects to access Propflo’s services through a third-party interface, integration or similar (“Third-Party Integration”), such Third Party Integration will be outside the scope of this Agreement, and shall remain the sole responsibility of the Client. The Client will contract directly with such third party, and Propflo will (i) have no liability in respect of such third party, or Third-Party Integration; and (ii) not be in breach of this Agreement to the extent such breach is caused by the Third-Party Integration.

9. CONFIDENTIALITY

9.1 The recipient of any Confidential Information will not disclose that Confidential Information, except to (i) employees, affiliates and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep such information confidential and (ii) third party service providers where and only  to the extent required to fulfil the purpose of the Agreement. The recipient will ensure that those people and entities: (a) use such Confidential Information only to exercise rights and fulfil obligations under this Agreement and the applicable Order Form; and (b) keep such Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable Notice to the discloser, such Notice to be sufficient to give the discloser the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.

10. DATA PROTECTION

10.1 PERSONAL DATA. The Client will provide or make available to Propflo or assist Propflo with the collection of information relating to Users (such information provided under this Agreement is “Personal Data”). Such information includes but is not limited to the information described on the Order Form. Client consents to Propflo’s collection, storage, use, disclosure, and  destruction of Personal Data (collectively, “Processing”) to provide the Services, and Client represents and warrants that it has taken all required steps to ensure that Propflo may lawfully process the Personal Data for the purpose of providing the  Services in accordance with Privacy Laws (including by having obtained all necessary consents and provided all necessary  notices, where required).

10.2 PROPFLO RESPONSIBILITIES. Propflo will:

10.2.1 Process Personal Data only in accordance with this Agreement;

10.2.2 inform the Client if, in its opinion, an instruction from the Client infringes any Privacy Laws;

10.2.3 unless required by applicable law, not disclose or otherwise make available any Personal Data to any third party without  first (i) imposing contractual obligations on the third party recipient that are substantially similar to those imposed on  Propflo under this Agreement related to the Processing of Personal Data; and (ii) including the third party in Propflo’s  Records of Processing before sharing any Personal Data with that third party service provider. Propflo shall make the Records of Processing available to Client, and if Client objects to any third-party service provider, Client may terminate this Agreement in accordance with Clause 7. Propflo agrees to remain liable to the Client for the aforementioned third-party service provider’s Processing of Personal Data;

10.2.4 cooperate and assist the Client in responding to any User’s request to exercise their rights of access, rectification, erasure,  restriction of Processing, data portability, objection to Processing, or any other rights available to the User under Privacy  Laws (collectively “Data Subject Rights”), and Client agrees that Propflo may disclose Client’s name and contact  information to any User seeking to exercise their Data Subject Rights so User may directly exercise their Data Subject Rights with the Client;

10.2.5 enable the Client to request amendment, correction, or deletion of (unless storage of any Personal Data is required by applicable law, including  Privacy Law) Personal Data within the Services;

10.2.6 where requested by the Client and required under Privacy Laws, provide such assistance as the Client reasonably requires (taking into account the nature of the Processing and the information available to Propflo) for the Client to (i) conduct data protection impact assessments; and (ii) consult with data protection supervisory authorities;

10.2.7 take measures designed to ensure the reliability of all personnel who Process Personal Data by (i) performing background checks upon such personnel (where permissible under applicable law); (ii) assigning specific and necessity-based access privileges to such personnel; (iii) ensuring that such personnel have undergone training in data protection and privacy; and (iv) ensuring that such personnel are bound by obligations of confidentiality;

10.2.8 ensure that all Personal Data residing in the United Kingdom or European Economic Area is not transferred out of the  United Kingdom or European Economic Area to data recipients in third countries which do not ensure an adequate level  of data protection as determined by the European Commission or the Information Commissioner’s Office, unless the  parties have entered into Information Commission and/or European Commission approved Standard Contractual Clauses  or other data protection safeguards in compliance with Privacy Laws; and

10.2.9 provide other reasonably necessary assistance for the Client to meet its compliance obligations under Privacy Laws with respect to the Service.

10.3 SECURITY SAFEGUARDS 

10.3.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of  processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons and in  accordance with a comprehensive information security policy (“Information Security Policy”), Propflo will establish,  maintain and comply with administrative, physical, technical and organisational safeguards designed to ensure the security and confidentiality of Personal Data and to prevent the unauthorised disclosure of, or access to, Personal Data.

10.3.2 Propflo’s Information Security Policy will: (i) implement back-up and disaster recovery systems; (ii) assess  risks to the security of Personal Data by (1) assessing the likelihood and potential damage of such risks, taking into  account the sensitivity and risk of the Personal Data, (2) identifying internal and external threats that could result in a  Security Breach, and (iii) take appropriate steps to protect against such risks.

10.4 AUDITS. Propflo will keep at its normal place of business detailed, accurate and up-to-date records relating to the Processing of Personal Data by Propflo.

10.5 SECURITY BREACH. In the event Propflo confirms any breach of security involving its facilities, networks or systems and any unauthorised disclosure of, or access to, Personal Data (each, a “Security Breach”), Propflo will (i) without undue delay notify the Client of the Security Breach; and (ii) provide all reasonable help for the Client to investigate and remedy the Security Breach.

10.6 DESTRUCTION OF PERSONAL DATA. Unless required by applicable law, Propflo will cease processing and delete Personal Data from its production environment upon the earlier of (i) instruction from Client within the Services; or (ii)  a reasonable period of time after the termination or expiration of this Agreement. All other Personal Data processed by Propflo (including Personal Data processed for backup and logging purposes) or on behalf of Propflo (including Personal Data processed by third parties) is deleted in accordance with Propflo’s Records of Processing.

10.7 INDEMNITY. Propflo will indemnify, defend, and hold harmless the Client and its respective officers, shareholders, directors, and personnel, (and keep such individuals indemnified on a full indemnity basis), from and against any claims, suits, hearings, actions, damages, liabilities, fines, penalties, costs, losses, judgments or expenses (including reasonable attorneys’ fees) arising out of Propflo’s breach of Clause 10.5.

11. GENERAL

11.1 No variation of this Agreement or any Order Form will be valid unless it is agreed in writing and signed by both of the parties. Failure or delay in exercising any right or remedy under this Agreement or any Order Form will not constitute a waiver of such (or any other) right or remedy.

11.2 If any provision of this Agreement or Order Form (or part of any provision) is found by any court or other authority of  competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision will, to the extent required,  be deemed not to form part of the Agreement or Order Form as applicable and (a) the parties will immediately commence  good faith negotiations to remedy such invalidity; and (b) the validity and enforceability of the other provisions of the  Agreement or Order Form as applicable will not be affected.

11.3 This Agreement and the applicable Order Form constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement and the applicable Order Form. Each party acknowledges that in entering into this Agreement or any Order Form it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were  made by or on behalf of the other party in relation to the subject-matter of this Agreement or an Order Form at any time  before its signature other than those which are set out in this Agreement or any Order Form. Furthermore, and for the avoidance of doubt, Client understands its business needs and has determined independently that the Services will meet its needs.

11.4 Neither party will be liable for any delay or non-performance of its obligations under this Agreement or any Order Form to the extent that such delay or non-performance is a result of any condition beyond its reasonable control (a “Force  Majeure Event”). To the extent that a Force Majeure Event occurs, Client acknowledges that Propflo may be required (and will be permitted) to change the manner in which it provides the Services.

11.5 Except as expressly stated otherwise, nothing in this Agreement or any Order Form will create an agency, partnership or joint venture of any kind between the parties. Neither party will have authority to act in the name of or on behalf of the  other, or to enter into any commitment or make any representation or warranty or otherwise bind the other in any way.

11.6 Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other such consent not to be unreasonably withheld save that either party can, provided not to a direct competitor, assign this Agreement by operation of law, or in connection with a merger, change of control, sale of assets or other similar transaction.

11.7 The Client acknowledges and agrees that the supply of the Reports and Services by Propflo and their use by the Client is governed by laws and regulatory requirements and that these laws and regulatory requirements may be altered from time to time. The Client agrees that Propflo may: (a) modify; or (b) cease to provide the Services (including the Reports, the Content and the Site) to the Client if necessary to comply with the legal or regulatory requirements, and that such modifications or a cessation will not be deemed to be a breach of this Agreement.

11.8 All notices must be in English, in writing, and sent by email to the address for Legal notices as set out in the Order Form, or such other address as either party has notified the other in accordance with this clause (a “Notice”).

11.9 The parties will: (i) comply with all applicable Anti-Corruption Laws; (ii) promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of  this Agreement; (iii) cooperate regarding investigations by the other Party into any matters related to bribery and  corruption in connection with this Agreement.

11.10 Charges specified in this Agreement are exclusive of any sales or consumption taxes. The Client will be responsible for, and agrees to pay, all applicable sales or consumption taxes on the services (or goods) provided hereunder (including, sales tax, use tax, excise tax, services tax, value added tax, goods and services tax) imposed by any governmental authority having jurisdiction on all items, goods and/or Services being paid for by the Client hereunder. Any and all payments or reimbursements made hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imports, deductions, charges or withholdings. If the Client is required by law to deduct such taxes from or in respect of any sum payable hereunder to Propflo then the sum payable hereunder shall be increased as may be necessary so that, after all deductions are made, the Propflo receives an amount equal to the sum it would have received had no such deductions been made. The Parties will cooperate and take all steps reasonably and lawfully available to them to minimise such taxes and to obtain double taxation relief. If the Client withholds any such amounts from the fees, the Client will provide Propflo with a statement of withholding tax within 30 days from the withholding. Propflo confirms to the Client that it is a resident of the United Kingdom. Unless otherwise agreed, the party that is liable for payment of any tax upon which interest and penalties are imposed shall bear such interest and penalties. In the event Propflo suffers any fines, penalties or charges due to the Client’s non-compliance with this Clause, or the Client fails to comply with the relevant tax legislation and regulations in respect of the Charges, the Client will indemnify Propflo for such costs.

11.11 Except in respect of any transfer of staff pursuant to applicable law, neither party shall (except with the prior written  consent of the other party) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the  employment of the other party any person employed or engaged by such other party in the provision of the Services or  (in the case of the Client) in the receipt of the Services at any time during the Term or for a further period of 3 months  after the termination of this Agreement other than by means of a national advertising campaign open to all comers and  not specifically targeted at any of the staff of the other party.

11.12 Client will comply with all applicable export control and sanctions laws and regulations of any applicable governmental authority, (“Export Control and Sanctions Laws”). Client will not engage in any transactions with: (i) any User, entity,  or country prohibited by Export Control and Sanctions Laws, including, without limitation, the prohibition against  transactions with: (A) a national or resident of, any country subject to U.S. sanctions or similar restrictions (currently,  Cuba, Iran, Syria, North Korea and the region Crimea), or (B) anyone on the U.S. Treasury Department’s list of Specially  Designated Nationals or other sanctions lists (“OFAC Lists”). Client represents and warrants that it is not a person on an OFAC List and that it is not located in a country subject to sanctions.

11.13 Any and all claims for loss arising under this Agreement will be subject to a general obligation of the parties to use all reasonable efforts to mitigate such losses.

11.14 Except as expressly stated otherwise, nothing in this Agreement will create or confer any rights or other benefits in favour of any person other than the parties to this Agreement.

11.15 This Agreement and all Order Forms and all disputes and claims arising out of or in connection with them are governed by English law. With the sole exception of any application for injunctive relief, the parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Agreement and the Order Form (including their subject matter or formation).