Japeto Standard Terms

JAPETO TERMS OF SERVICE

These Terms of Service (“Terms”) govern all services provided by Japeto Labs Ltd (company number 09154810), trading as Japeto, whose registered office is at Arise Innovation Hub, Maypole Blvd, Harlow CM17 9TX (“we”, “us”, “our”) to our clients (“you”, “your”). By signing a Statement of Work, you agree to be bound by these Terms.

1. Definitions

In these Terms, the following words have the meanings set out below. These definitions apply to each Statement of Work unless the context requires otherwise.

Acceptance Date: the date on which the Deliverables are accepted by you, whether expressly or by deemed acceptance under clause 6.
Acceptance Period: the period of 10 Business Days following delivery of the Deliverables, during which you may raise written objections.
Agreement: these Terms together with any applicable Statement of Work.
Business Day: any day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Change Request: a documented request by either party to change the scope, specification or timeline of a Statement of Work.
Charges: the fees payable by you for the Services and Deliverables, as set out in a Statement of Work.
Confidential Information: all non-public information relating to the business, finances, technology, trade secrets or operations of either party, regardless of how it is disclosed or recorded.
Customer Materials: all content, data, materials, specifications and other information you provide to us in connection with a Statement of Work.
Deliverables: the software, code, documentation and other outputs we produce for you under a Statement of Work.
Deposit: any upfront payment held as security during a Statement of Work, as specified in that Statement of Work.
Intellectual Property Rights: all patents, copyright, trademarks, design rights, database rights, trade secrets, know-how and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
Open-Source Software: software licensed under terms approved by the Open Source Initiative or the Free Software Foundation.
Pre-existing Materials: any materials, tools, frameworks or code owned by or licensed to us that exist independently of a Statement of Work, whether created before or after its commencement.
Project Leader: the nominated representative of each party responsible for day-to-day management of a Statement of Work.
Services: the software development and related services we provide under a Statement of Work.
Specification: the description of the Services and Deliverables set out in a Statement of Work, including any agreed technical requirements.
Statement of Work: a document signed by both parties setting out the specific Services, Deliverables, timelines and Charges for a particular project.
Supplier Background IPRs: all Intellectual Property Rights owned by or licensed to us independently of any Statement of Work, including Pre-existing Materials and any tools, frameworks or methodologies we use in delivering the Services.
Third Party Software: any software owned by a third party that is incorporated into or required for the Deliverables.
Warranty Period: a period of 30 days following the Acceptance Date.

2. How We Work Together

2.1 These Terms apply to all Services we provide to you. By signing a Statement of Work, you agree to be bound by these Terms in full.

2.2 Before we begin any project, we will prepare a Statement of Work setting out the Services, Deliverables, timeline and Charges. We will not begin work until a Statement of Work has been signed by both parties.

2.3 Each Statement of Work forms a separate contract between us, incorporating these Terms. In the event of any conflict between a Statement of Work and these Terms, these Terms shall take precedence unless the Statement of Work expressly states otherwise.

2.4 We will use all reasonable endeavours to deliver the Services within the timelines set out in each Statement of Work, but time shall not be of the essence unless expressly stated in the Statement of Work.

2.5 We may perform any of our obligations through employees, contractors or sub-contractors. We remain responsible for their performance and you do not need to manage or direct them.

3. Statement of Work Process

3.1 Either party may initiate a new Statement of Work. We will prepare a draft and submit it to you for review and approval.

3.2 A Statement of Work shall not be binding unless it:

contains the information required by clause 3.3;
has been signed by authorised representatives of both parties; and
is entered into while these Terms remain in force.

3.3 Each Statement of Work shall include:

the Project Leader for each party;
the start date and expected timeline;
a description of the Services and Deliverables;
the Charges and payment schedule;
any Deposit required; and
any project-specific terms that vary from these Terms.

3.4 Each Statement of Work is a separate contract. Terminating one Statement of Work does not affect any other Statement of Work in force at that time.

3.5 Any amendment to a Statement of Work must be agreed in writing by both parties, ordinarily through the Change Control process set out in clause 5.

4. Your Obligations

4.1 To enable us to deliver the Services, you agree to:

4.1.1 provide us with clear, accurate and timely instructions, content, data and materials as reasonably required;
4.1.2 make available a suitable Project Leader who has the authority to give instructions and approvals on your behalf;
4.1.3 ensure your Project Leader responds to queries and requests from us within a reasonable time, and in any event within 2 Business Days unless otherwise agreed;
4.1.4 provide us with access to your systems, platforms and third party services as reasonably required to deliver the Services; and
4.1.5 notify us promptly of any changes that may affect the Services or Deliverables.

4.2 You acknowledge that our ability to deliver the Services on time and within budget depends on your timely co-operation. If you fail to meet your obligations under this clause, we may:

4.2.1 adjust the timeline and Charges to reflect any resulting delay or additional work; and
4.2.2 raise a Change Request in accordance with clause 5.

4.3 You accept that software inherently may contain minor defects and agree not to unreasonably withhold acceptance of Deliverables on the basis of minor faults that do not materially affect their use.

4.4 You are responsible for maintaining adequate backups of your own data and systems. We accept no responsibility for loss of or damage to your data except where caused by our negligence.

5. Change Control

5.1 Either party may request a change to the scope, Specification or timeline of a Statement of Work by submitting a written Change Request to the other party.

5.2 On receiving a Change Request from you, we will, within a reasonable time and ordinarily within 5 Business Days, provide a written assessment setting out:

5.2.1 the effect of the proposed change on the Specification and Deliverables;
5.2.2 any adjustment to the Charges; and
5.2.3 any adjustment to the timeline.

5.3 If we need more than one hour to investigate and assess a Change Request, we may charge for that investigation time at our standard rates before committing to the assessment.

5.4 No change shall take effect until both parties have agreed it in writing. Once agreed, the Change Request forms part of the relevant Statement of Work.

5.5 We may make minor changes to the Services without a formal Change Request where necessary to comply with applicable law or safety requirements, provided such changes do not materially affect the Charges or the nature of the Deliverables.

5.6 Either party may change their nominated Project Leader at any time, provided the replacement is suitably qualified and the other party is notified in writing.

6. Acceptance

6.1 On delivery of the Deliverables, you will have 10 Business Days to review them and notify us in writing of any material defects or failures to meet the Specification (“Acceptance Period”).

6.2 If you do not notify us of any material defects within the Acceptance Period, the Deliverables shall be deemed accepted at the end of that period.

6.3 If you raise written objections within the Acceptance Period, we will address any material defects and re-deliver. A new 10 Business Day Acceptance Period will then apply to the corrected Deliverables.

6.4 You shall not unreasonably withhold or delay acceptance. Minor defects that do not materially affect the use of the Deliverables shall not be grounds for withholding acceptance, though we will address them in due course.

6.5 Acceptance shall also be deemed to have occurred if you:

6.5.1 put the Deliverables into live operational use; or
6.5.2 distribute or make them available to your end users.

7. Payment and Fees

7.1 You agree to pay all Charges set out in each Statement of Work in accordance with the payment schedule contained in it.

7.2 Any Deposit required under a Statement of Work must be paid before we begin work. Deposits are held as security during the project and will be returned within 30 days of completion, subject to any deductions for unpaid Charges.

7.3 Unless otherwise stated in a Statement of Work:

7.3.1 all Charges are exclusive of VAT, which will be added at the prevailing rate;
7.3.2 all Charges are payable in pounds sterling;
7.3.3 payment must be made by bank transfer to the account stated on our invoice; and
7.3.4 invoices are due within 30 days of the invoice date.

7.4 You agree to provide us with any purchase order numbers or internal references required for invoice processing before the end of the month in which the work is performed.

7.5 Where a Statement of Work involves ongoing or time-and-materials work, we will invoice monthly in arrears for work completed in that period.

7.6 We will maintain accurate records of time spent and materials used under each Statement of Work, sufficient to support the accuracy of our invoices.

7.7 Unless otherwise agreed in a Statement of Work, you will reimburse us for reasonable and pre-approved out-of-pocket expenses incurred in delivering the Services, including travel and accommodation. We will seek your written approval before incurring any such expense and will invoice expenses monthly in arrears.

7.8 All sums outstanding under a Statement of Work become immediately due on termination of that Statement of Work or these Terms.

7.9 Any dispute about an invoice does not entitle you to withhold payment of any undisputed amount.

8. Non-Payment

8.1 An invoice shall be deemed overdue if payment has not been received in cleared funds by the due date.

8.2 If an invoice is overdue we may, without prejudice to any other rights we have:

8.2.1 charge interest on the overdue amount at the rate permitted under the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date until payment is received in full; and
8.2.2 suspend work on any or all active Statements of Work until the overdue balance is settled in full. We will give you reasonable notice before suspending work.

8.3 If a balance remains overdue for more than 60 days, we may refer the debt to a collections agency or pursue recovery through legal action. You agree to pay our reasonable costs of collection, including legal fees, where we are successful in recovering the debt.

8.4 Suspension of work under clause 8.2.2 shall not constitute a breach of these Terms or any Statement of Work, and we shall not be liable for any resulting delay or loss.

9. Intellectual Property

9.1 Your ownership of Deliverables

Upon receipt of payment in full for the relevant Charges, we assign to you all Intellectual Property Rights in the Deliverables specifically created for you under a Statement of Work, to the extent that we are able to do so. For the avoidance of doubt, this assignment does not include:

9.1.1 any Supplier Background IPRs incorporated into the Deliverables;
9.1.2 any Open-Source Software incorporated into the Deliverables; or
9.1.3 any Third Party Software incorporated into the Deliverables.

9.2 Our background IP: We retain all Intellectual Property Rights in our Supplier Background IPRs at all times. Where Supplier Background IPRs are incorporated into the Deliverables, we grant you a perpetual, non-exclusive, royalty-free, worldwide licence to use, modify and distribute those Supplier Background IPRs solely as part of the Deliverables and their future development. This licence does not permit you to use our Supplier Background IPRs for any other purpose or to sell or sublicense them independently.

9.3 Open-Source and Third Party Software

9.3.1 Where the Deliverables incorporate Open-Source Software, your use of that software is governed by the relevant open-source licence terms, which we will identify to you where material.
9.3.2 Where the Deliverables incorporate Third Party Software, your use of that software is governed by the relevant third party licence terms. We will notify you of any material Third Party Software and its licence requirements.
9.3.3 You acknowledge that you do not acquire ownership of any Open-Source Software or Third Party Software components.

9.4 Unpaid work

Until payment in full has been received for a Deliverable, we retain all Intellectual Property Rights in that Deliverable. No assignment of rights shall take effect until the relevant Charges have been paid.

9.5 Your materials

You retain all Intellectual Property Rights in the Customer Materials you provide to us. You grant us a non-exclusive licence to use your Customer Materials for the sole purpose of delivering the Services under the relevant Statement of Work.

9.6 Portfolio and marketing

You grant us a perpetual, non-exclusive, worldwide licence to reference and display our work for you in our portfolio and marketing materials, including use of your name, logo and trademark, unless we have agreed otherwise in writing or such use conflicts with a confidentiality obligation under these Terms.

9.7 IP indemnity

We will indemnify you against any third party claim that the Deliverables, as delivered by us, infringe that third party’s Intellectual Property Rights, provided that:

9.7.1 you notify us promptly in writing of any such claim;
9.7.2 you do not make any admission of liability without our prior written consent;
9.7.3 you give us sole conduct of the defence and settlement of the claim; and
9.7.4 you provide us with reasonable assistance in connection with the claim.

9.8 This indemnity does not apply to any infringement arising from your modification of the Deliverables, use of the Deliverables in combination with software or materials not provided by us, or your Customer Materials.

10. Confidentiality

10.1 Obligation of confidence

Each party agrees to keep the other’s Confidential Information strictly confidential and not to disclose it to any third party without the other’s prior written consent. Each party agrees to use the other’s Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms.

10.2 Standard of care

Each party shall protect the other’s Confidential Information using at least the same degree of care it applies to its own confidential information, and in any event no less than reasonable care.

10.3 Permitted disclosures

The obligations in clause 10.1 do not apply to Confidential Information that:

10.3.1 is or becomes publicly available through no fault of the receiving party;
10.3.2 was already known to the receiving party before disclosure, free of any obligation of confidence;
10.3.3 is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or
10.3.4 is required to be disclosed by law, regulation or order of a competent authority, provided that the receiving party gives the disclosing party as much prior written notice as reasonably practicable and cooperates with any request to seek confidential treatment.

10.4 Disclosure to personnel

Each party may disclose the other’s Confidential Information to its employees, contractors and professional advisers who need to know it for the purposes of these Terms, provided that those individuals are bound by obligations of confidentiality no less protective than those in this clause.

10.5 Return or destruction

On request, or on termination of these Terms, each party shall promptly return or securely destroy all copies of the other’s Confidential Information in its possession, except to the extent it is required to retain it by law or regulation. On request, the destroying party shall certify in writing that destruction has been completed.

10.6 Survival

The obligations in this clause survive termination of these Terms and any Statement of Work for a period of five years, except in relation to trade secrets, which shall remain confidential indefinitely.

10.7 Our work product

Nothing in this clause prevents us from using general skills, knowledge and experience acquired during the performance of the Services, provided we do not disclose your specific Confidential Information in doing so.

11. Warranties

11.1 Our warranty

We warrant that:

11.1.1 we will perform the Services with reasonable skill and care; and
11.1.2 during the Warranty Period, the Deliverables will perform materially in accordance with the Specification on the equipment and environment for which they were developed.

11.2 Warranty remedy

If you notify us in writing of a breach of the warranty in clause – 11.1.2 during the Warranty Period, we will, at our option, either remedy the defect or re-perform the relevant part of the Services at no additional charge. This is your sole remedy for a warranty breach.

11.3 Warranty exclusions

The warranty in clause 11.1.2 does not apply where the defect arises from:

11.3.1 your modification of the Deliverables without our written consent;
11.3.2 your use of the Deliverables in a way not contemplated by the Specification;
11.3.3 any failure or incompatibility of your equipment, operating systems or third party software; or
11.3.4 any cause outside our reasonable control.

11.4 No other warranties

Except as expressly set out in clause 11.1, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. In particular, we do not warrant that the Deliverables will be error-free or uninterrupted, or that they will meet any requirements beyond those set out in the Specification.

11.5 Your warranties

You warrant that:

11.5.1 you have the right to provide us with the Customer Materials and that their use by us in delivering the Services will not infringe any third party’s Intellectual Property Rights; and
11.5.2 you will use the Deliverables in accordance with all applicable laws and regulations.

12. Limitation of Liability

12.1 Uncapped liabilities

Nothing in these Terms limits or excludes either party’s liability for:

12.1.1 death or personal injury caused by its negligence;
12.1.2 fraud or fraudulent misrepresentation; or
12.1.3 any other liability that cannot be limited or excluded by applicable law.

12.2 Excluded losses

Subject to clause 12.1, neither party shall be liable to the other for any:

12.2.1 loss of profits;
12.2.2 loss of revenue or anticipated savings;
12.2.3 loss of business or contracts;
12.2.4 loss of goodwill or reputation;
12.2.5 loss or corruption of data; or
12.2.6 indirect or consequential loss,

whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if advised of the possibility of such losses.

12.3 Liability cap

Subject to clauses 12.1 and 12.2, our total aggregate liability to you arising out of or in connection with any Statement of Work, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Charges paid by you to us under that Statement of Work in the 12 months preceding the event giving rise to the claim.

12.4 Reasonableness

You acknowledge that the limitations in this clause reflect a fair and reasonable allocation of risk between the parties, taking into account the Charges payable and the availability of insurance.

12.5 Survival

The provisions of this clause survive termination of these Terms and any Statement of Work.

13. Deadlines and SLA Relief

13.1 Timelines

We will use all reasonable endeavours to meet the timelines set out in each Statement of Work. Unless expressly stated in a Statement of Work, time is not of the essence in relation to any delivery date.

13.2 Relief events

We shall not be in breach of a Statement of Work, nor liable for any delay or failure to deliver, where that delay or failure is caused by any of the following:

13.2.1 your failure to provide information, instructions, approvals, sign-off or feedback within the timelines set out in clause 4.1.3 or as otherwise agreed;
13.2.2 inaccuracies or omissions in the information or materials you provide to us, where those inaccuracies result in work materially different from that defined in the Statement of Work;
13.2.3 any change to the Specification or scope requested by you, whether or not a formal Change Request has been agreed;
13.2.4 delays caused by third parties outside our reasonable control, including third party APIs, platforms or services required for the project;
13.2.5 changes in third party requirements, pricing or availability;
13.2.6 your failure to make a Deposit or other payment when due; or
13.2.7 any Force Majeure event under clause 19.

13.3 Notification

Where we become aware of a relief event that is likely to affect our delivery timeline, we will notify you as soon as reasonably practicable, setting out the nature of the event and our best estimate of the resulting delay.

13.4 Timeline adjustment

Where a relief event occurs, we may adjust the timeline and, where the relief event results in additional work or cost, raise a Change Request in accordance with clause 5.

14. Support and Service Level Agreements

14.1 Separate retainer

Ongoing support and maintenance services are not included in a Statement of Work unless expressly stated. Where you require ongoing support, this will be provided under a separate retainer agreement, which will set out the applicable service levels, response times, scope of support and fees.

14.2 What support covers

Unless otherwise defined in a retainer agreement, support services cover:

14.2.1 reasonable assistance with the use and operation of the Deliverables; and
14.2.2 correction of material defects in the Deliverables that are directly attributable to our work.

14.3 What support does not cover

Support does not cover:

14.3.1 defects arising from your modification of the Deliverables without our consent;
14.3.2 issues caused by your hardware, operating systems or third party software;
14.3.3 new features, enhancements or changes to scope, which will be handled as a new Statement of Work or Change Request;
14.3.4 issues arising from your failure to implement updates or patches provided by us; or
14.3.5 data recovery or backup restoration, except where caused by our negligence.

14.4 Out of scope work

Where you request assistance that falls outside the scope of an applicable retainer, we may agree to provide it at our standard rates. We will notify you in advance if work is likely to be chargeable.

14.5 Access

Where we need access to your systems to provide support, you agree to provide us with appropriate and timely access. We will not be liable for delays in resolving issues where access has not been provided.

15. Termination

15.1 Termination for convenience

Either party may terminate a Statement of Work or these Terms by giving 30 days written notice to the other party’s Project Leader.

15.2 Termination for cause

Either party may terminate a Statement of Work or these Terms with immediate effect by written notice if the other party:

15.2.1 commits a material breach of these Terms or a Statement of Work that is not capable of remedy; or
15.2.2 commits a material breach that is capable of remedy but fails to remedy it within 14 days of receiving written notice to do so.

15.3 Termination for insolvency

We may terminate any or all Statements of Work and these Terms with immediate effect by written notice if you:

15.3.1 are unable to pay your debts as they fall due or admit inability to do so;
15.3.2 commence negotiations with creditors with a view to rescheduling your debts or enter into any compromise or arrangement with creditors;
15.3.3 have a petition filed, notice given, resolution passed or order made for your winding up, other than for the purposes of a solvent reorganisation;
15.3.4 have an administrator, receiver or administrative receiver appointed over you or any of your assets;
15.3.5 have a creditor take possession of or enforce any security over any of your assets; or
15.3.6 undergo any event in any jurisdiction analogous to those listed in clauses 15.3.1 to 15.3.5.

15.4 Termination for non-payment

We may terminate any or all Statements of Work with immediate effect by written notice if any Charges remain unpaid for more than 14 days after we have notified you in writing that payment is overdue.

15.5 Our right to suspend

Before exercising our right to terminate under clause 15.4, we may first suspend work in accordance with clause 8.2.2. Suspension does not waive our right to subsequently terminate.

15.6 No prejudice

Termination of these Terms or any Statement of Work does not affect any rights or remedies that have accrued up to the date of termination.

16. Consequences of Termination

16.1 Survival of Statements of Work

Termination of these Terms does not automatically terminate any Statement of Work in force at the date of termination. Each such Statement of Work shall continue in accordance with its terms unless terminated separately.

16.2 Termination of a Statement of Work

Termination of a Statement of Work does not affect any other Statement of Work in force at that time, nor does it affect these Terms.

16.3 Payment on termination

On termination of a Statement of Work for any reason:

16.3.1 all Charges accrued up to the date of termination become immediately due and payable;
16.3.2 where we have committed to non-cancellable third party costs on your behalf, including software licences, subcontractor commitments or digital materials, you agree to reimburse us for those costs; and
16.3.3 where termination occurs part way through a fixed-price project, we will calculate the percentage of the project completed by reference to the Statement of Work and invoice you accordingly. We will evidence completed work by demonstrating working functionality or providing access to source code produced to that point.

16.4 Return of materials

On termination, each party shall promptly return or destroy the other’s Confidential Information and Customer Materials in accordance with clause 10.5. We will provide you with all Deliverables completed and paid for up to the date of termination.

16.5 IP on termination

Intellectual Property Rights in completed and paid-for Deliverables shall pass to you in accordance with clause 9.1. We retain all rights in any unpaid Deliverables and in our Supplier Background IPRs.

16.6 Surviving clauses

The following clauses survive termination of these Terms and any Statement of Work: clause 1 (Definitions), clause 9 (Intellectual Property), clause 10 (Confidentiality), clause 12 (Limitation of Liability), clause 16 (Consequences of Termination), clause 17 (Non-Solicitation), clause 18 (Data Protection) and clause 23 (Governing Law and Jurisdiction).

17. Non-Solicitation

17.1 During the term of any Statement of Work and for a period of 12 months following its termination or expiry, neither party shall, without the prior written consent of the other:

17.1.1 directly solicit, recruit or make an offer of employment to any employee or contractor of the other party who was involved in the delivery or receipt of the Services; or
17.1.2 indirectly encourage or facilitate any such person to leave their employment or engagement.

17.2 For the purposes of this clause, general recruitment advertising not specifically targeted at the other party’s personnel shall not constitute a breach.

17.3 Where a party breaches this clause, it agrees to pay the other party a sum equal to six months of the relevant individual’s gross salary or fee rate as a genuine pre-estimate of the loss suffered. This is without prejudice to any other remedies available.

18. Data Protection

18.1 Definitions

In this clause, the following terms have the meanings given in the UK GDPR and the Data Protection Act 2018: “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Process” (and “Processing”) and “Processor”.

18.2 Roles

The parties acknowledge that in delivering the Services, we may Process Personal Data on your behalf. Where we do so, you are the Controller and we are the Processor in respect of that Personal Data.

18.3 Our obligations as Processor

Where we act as Processor, we shall:

18.3.1 only Process Personal Data on your documented instructions, including as set out in these Terms, a Statement of Work or as otherwise agreed in writing, unless required to do so by applicable law, in which case we shall notify you before Processing unless prohibited from doing so by law;
18.3.2 ensure that all personnel authorised to Process the Personal Data are subject to appropriate obligations of confidentiality;
18.3.3 implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction or damage, having regard to the nature of the Personal Data and the risks involved;
18.3.4 not engage any sub-processor to Process Personal Data on your behalf without your prior written consent, save that you hereby provide general consent to our use of sub-processors, subject to us notifying you of any intended changes and giving you the opportunity to object;
18.3.5 where we engage sub-processors, ensure they are bound by data protection obligations no less protective than those in this clause;
18.3.6 taking into account the nature of the Processing, assist you by appropriate technical and organisational measures to respond to requests from Data Subjects exercising their rights under applicable data protection law;
18.3.7 assist you in ensuring compliance with your obligations under applicable data protection law in relation to security, breach notification, data protection impact assessments and prior consultation with supervisory authorities;
18.3.8 on termination of the relevant Statement of Work, at your choice, delete or return all Personal Data and delete existing copies, unless we are required by law to retain them; and
18.3.9 make available to you all information necessary to demonstrate our compliance with this clause and allow for and contribute to audits and inspections conducted by you or your appointed auditor, on reasonable notice and no more than once per year unless a Personal Data Breach has occurred.

18.4 Personal Data Breaches

We shall notify you without undue delay, and in any event within 48 hours, on becoming aware of a Personal Data Breach affecting Personal Data Processed on your behalf. We shall provide such information as you reasonably require to meet your own notification obligations to the Information Commissioner’s Office and affected Data Subjects.

18.5 International transfers

We shall not transfer Personal Data outside the UK without your prior written consent, unless an appropriate safeguard is in place in accordance with applicable data protection law.

18.6 Your obligations

You warrant that you have a lawful basis for Processing the Personal Data you provide to us and that your instructions to us comply with applicable data protection law. You shall indemnify us against any loss, liability or costs we suffer as a result of Processing Personal Data in accordance with your instructions where doing so causes a breach of applicable data protection law.

18.7 Project-specific requirements

Where a project involves Processing that is likely to result in a high risk to Data Subjects, or where you require additional data protection measures beyond those set out in this clause, the parties shall agree project-specific data protection requirements in the relevant Statement of Work, including any Data Protection Impact Assessment obligations.

18.8 Both parties as Controllers

Each party shall comply with applicable data protection law in respect of any Personal Data for which it acts as Controller, including in relation to its own personnel, business contacts and operational data.

19. Force Majeure

19.1 Neither party shall be in breach of these Terms or liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including acts of God, fire, flood, storm, earthquake, pandemic, epidemic, war, terrorism, civil unrest, governmental action, failure of third party telecommunications networks or internet services, or industrial disputes affecting third parties.

19.2 The affected party shall notify the other as soon as reasonably practicable on becoming aware of a Force Majeure event, setting out its nature, likely duration and the obligations affected.

19.3 The affected party shall use reasonable endeavours to mitigate the effects of the Force Majeure event and to resume performance as soon as reasonably practicable.

19.4 If a Force Majeure event continues for more than 12 weeks, either party may terminate the affected Statement of Work by giving 14 days written notice. In such circumstances, clause 16.3 shall apply to any outstanding Charges.

20. Variation

20.1 No variation to these Terms shall be effective unless agreed in writing and signed by authorised representatives of both parties.

20.2 We may update these Terms from time to time. Any updates will apply to new Statements of Work entered into after the date of the update. Existing Statements of Work shall continue to be governed by the version of these Terms in force at the time they were signed.

21. General

21.1 Entire Agreement

These Terms and each Statement of Work constitute the entire agreement between the parties in relation to their subject matter and supersede all previous agreements, representations and understandings between the parties, whether written or oral. Each party confirms it has not relied on any representation not expressly set out in these Terms or a Statement of Work.

21.2 Severance

If any provision of these Terms is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, it shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, it shall be severed without affecting the validity of the remaining provisions.

21.3 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.

21.4 Rights and Remedies

The rights and remedies set out in these Terms are in addition to, and not exclusive of, any rights or remedies available at law.

21.5 Third Party Rights

These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999, except as expressly stated in clause 12.

21.6 Assignment

Neither party may assign or transfer its rights or obligations under these Terms or any Statement of Work without the prior written consent of the other party, except that either party may assign to a successor entity in connection with a merger, acquisition or sale of all or substantially all of its business assets, provided the other party is notified promptly.

21.7 Counterparts

These Terms and any Statement of Work may be executed in counterparts, each of which shall constitute an original. Electronic signatures shall be valid and binding.

22. Notices

22.1 All notices under these Terms shall be in writing and in English.

22.2 Notices may be given by:

22.2.1 personal delivery;
22.2.2 email, provided a confirmatory copy is sent by first class post before the end of the next Business Day; or
22.2.3 pre-paid first class post or recorded delivery.

22.3 Notices shall be deemed received:

22.3.1 if delivered personally, at the time of delivery;
22.3.2 if sent by email, at the time of transmission subject to clause 22.2.2; or
22.3.3 if sent by post, 48 hours after posting.

22.4 Notices to us should be addressed to:
Japeto Labs Ltd, Arise Innovation Hub, Maypole Blvd, Harlow CM17 9TX
Email: ingrid@japeto.ai

22.5 Notices to you should be sent to your registered address or the email address of your Project Leader as set out in the relevant Statement of Work.

23. Governing Law and Jurisdiction

23.1 These Terms and any dispute or claim arising out of or in connection with them, whether contractual or non-contractual, shall be governed by and construed in accordance with the law of England and Wales.

23.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms or any Statement of Work.