Theraflo Software as a Service Subscription Agreement

Order Form

Parties

1. THERAFLO LTD, incorporated and registered in England and Wales with company number 17219378, whose registered office is at Unit A6 Chaucer Business Park, Dittons Road, Polegate, England, BN26 6QH (Theraflo); and

2. the individual or organisation that accepts this Agreement electronically when signing up for the Services, whose name and contact details are those provided at sign-up and held in their Theraflo account (the Customer).

Background

A) Theraflo has developed Theraflo platform which it makes available to its subscribers and enables users to make use of Theraflo proprietary practice management tool designed specifically for therapists and counsellors.

B) The Customer wishes to use Theraflo service in its business operations.

C) Theraflo has agreed to provide and the Customer has agreed to take and pay for Theraflo service subject to this Order Form and Theraflo terms and conditions as set out below (the “Agreed Terms”).

Acceptance

This Agreement is entered into when the Customer accepts it electronically. by ticking the 'I accept' box presented to you when you first sign in, or by using the Services, the Customer confirms that they have read, understood and agree to be bound by this Agreement, and that the individual accepting has authority to do so on the Customer's behalf. No physical signature is required. Theraflo keeps a record of each acceptance — the account, the version of this Agreement accepted, and the date, time and IP address — as evidence of agreement.

Agreed Terms

1. Interpretation

The definitions and rules of interpretation in this clause apply in this agreement.

• Applicable Data Protection Laws: means:

(A) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

(B) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Theraflo is subject, which relates to the protection of personal data.

• Applicable Laws: all applicable laws, statutes, regulation from time to time in force.

• Authorised User: the employee, consultant, agent or worker of the Customer who is authorised by the Customer to use the Services and the Documentation and access and input data.

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

• Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.

• Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in 11.5.

• Customer Personal Data: any personal data which Theraflo processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.

• Documentation: the document made available to the Customer by Theraflo online via https://www.theraflo.co.uk or such other web address notified by Theraflo to the Customer from time to time which sets out a description of the Services, and the user instructions for the Services.

• Effective Date: the date of this agreement.

• End User Data: the data inputted by the Customer, Authorised User, or Theraflo on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

• EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

• Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, and sanctions, which are applicable to either the Customer or the Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

• Initial Subscription Term: the initial term of this agreement as set out in the Order Form.

• Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

• Order Form: the order form signed by the parties setting out the particulars of the agreement.

• Renewal Period: the period described in 14.1.

• Services: the tiered subscription services provided by Theraflo to the Customer under this agreement via https://www.app.theraflo.co.uk or any other website notified to the Customer by Theraflo from time to time, as more particularly described in the Documentation.

• Software: the online software applications to which access is provided by Theraflo as part of the Services.

• Subscription Fees: the subscription fees payable by the Customer to Theraflo for the User Subscriptions, as set out in the Order Form and/or https://www.theraflo.co.uk/pricing or any other website notified to the Customer by Theraflo from time to time.

• Subscription Term: has the meaning given in 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

• Support Services Policy: Theraflo's policy for providing support in relation to the Services as made available at https://www.theraflo.co.uk/contact or such other website address as may be notified to the Customer from time to time.

• Theraflo Personal Data: any personal data that Theraflo processes in connection with this agreement, in the capacity of a controller, including the End User Data.

• User Subscription: the user subscription purchased by the Customer pursuant to clause 9.1 which entitle the Authorised User to access and use the Services and the Documentation in accordance with this agreement.

• UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

• Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

• Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

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

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

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

A reference to writing or written includes e-mail.

References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2. User subscription

Subject to the Customer purchasing the User Subscription in accordance with the terms and conditions of this agreement, Theraflo hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised User to use the User Subscription, Services and the Documentation during the Subscription Term.

In relation to the User Subscription, the Customer undertakes that:

(a) it shall only authorise one Authorised User to access and use the Services and the Documentation;

(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

(c) the Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed regularly/when promoted and that the Authorised User shall keep their password confidential;

(d) it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;

(e) if any of the audits referred to in clause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and

(f) if any of the audits referred to in clause 2.2(d) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.

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

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

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

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

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

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

The Customer shall not:

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

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

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

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

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

(d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised User, or

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

(f) introduce or permit the introduction of any Virus or Vulnerability into Theraflo network and information systems.

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Theraflo.

The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Not used

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4. Services

Theraflo shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

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

(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that Theraflo has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

Theraflo will, as part of the Services, provide the Customer with Theraflo standard customer support services during Normal Business Hours in accordance with Theraflo Support Services Policy in effect at the time that the Services are provided. Theraflo may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced training/support services separately at Theraflo then-current rates.

5. Data protection

For the purposes of this clause 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

The parties have determined that, for the purposes of Applicable Data Protection Laws, Theraflo shall process the personal data as set out in paragraph 1.1 of Schedule 1 as processor on behalf of the Customer.

Should the determination in clause 5.3 change, the parties shall use all reasonable endeavours to make any changes that are necessary to this clause 5 and Schedule 1.

The Customer consents to, (and shall procure all required consents, from its clients, personnel, representatives and agents, in respect of) all actions taken by Theraflo in connection with the processing of Supplier Personal Data, provided these are in compliance with Then-current version of Theraflo privacy policy available at https://www.theraflo.co.uk/privacy (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this agreement, the Privacy Policy will take precedence.

Without prejudice to the generality of clause 5, the Customer will ensure that it has all necessary appropriate consents and notice in place to enable lawful transfer of Theraflo Personal Data and Customer Personal Data to Theraflo and/or lawful collection of the same by Theraflo for the duration and purposes of this agreement.

In relation to the Customer Personal Data, Schedule 1 sets out the scope, nature and purpose of processing by Theraflo, the duration of the processing and the types of personal data and categories of data subject.

Without prejudice to the generality of clause 5.2, Theraflo shall, in relation to Customer Personal Data:

(a) process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in Schedule 1 (Processing, personal data and data subjects) unless Theraflo is required by Applicable Laws to otherwise process that Customer Personal Data (Purpose). Where Theraflo is relying on Applicable Laws as the basis for processing Customer Personal Data, Theraflo shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Theraflo from so notifying the Customer on important grounds of public interest. Theraflo shall inform the Customer if, in the opinion of Theraflo, the instructions of the Customer infringe Applicable Data Protection Laws;

(b) implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that any personnel engaged and authorised by Theraflo to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d) assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Theraflo), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;

(f) at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless Theraflo is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 5.8(f) Customer Personal Data shall be considered deleted where it is put beyond further use by Theraflo; and

(g) maintain records to demonstrate its compliance with this clause 5, and allow for reasonable audits by the Customer or the Customer's designated auditor, for this purpose, on reasonable written notice.

The Customer provides its prior, general authorisation for Theraflo to:

(a) appoint processors to process the Customer Personal Data, provided that Theraflo:

(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Theraflo in this clause 5;

(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Theraflo; and

(iii) shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes within 30 days provided that if the Customer objects to the changes and cannot demonstrate, to Theraflo's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify Theraflo for any losses, damages, costs (including legal fees) and expenses suffered by Theraflo in accommodating the objection.

(b) transfer Customer Personal Data outside of the UK as required for the Purpose, provided that Theraflo shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of Theraflo, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

Either party may, at any time on not less than 30 days' notice, revise this clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

Theraflo's liability for losses arising from breaches of this clause 5 is as set out in 13.3(b).

6. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. Supplier's obligations

Theraflo undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to any instructions given by Theraflo, or modification or alteration of the Services by any party other than Theraflo or any duly authorised contractors or agents of Theraflo If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.

Theraflo:

(a) does not warrant that:

(i) the Customer's use of the Services will be uninterrupted or error-free; or

(ii) the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;

(iii) the Software or the Services will be free from Vulnerabilities or Viruses; or

(iv) the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

This agreement shall not prevent Theraflo from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

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

Theraflo shall follow its archiving procedures for End User Data as set out in its back-up policy as may be notified to the Customer from time to time, as such document may be amended by Theraflo in its sole discretion from time to time. In the event of any loss or damage to End User Data, the Customer's sole and exclusive remedy against Theraflo shall be for Theraflo to use reasonable commercial endeavours to restore the lost or damaged End User Data from the latest back-up of such End User Data maintained by Theraflo in accordance with the archiving procedure described in its back-up policy. Theraflo shall not be responsible for any loss, destruction, alteration or disclosure of End User Data caused by any third party (except those third parties sub-contracted by Theraflo to perform services related to End User Data maintenance and back-up for which it shall remain fully liable).

Theraflo shall own all right, title and interest in and to all of the End User Data that is not personal data.

8. Customer's obligations

The Customer shall:

(a) provide Theraflo with:

(i) all necessary cooperation in relation to this agreement; and

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

in order to provide the Services, including but not limited to End User Data, security access information and configuration services;

(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Theraflo may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised User uses the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;

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

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

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

9. Charges and payment

The Customer shall pay the Subscription Fees to Theraflo for the User Subscriptions in accordance with this clause 9 and the Order Form.

The Customer shall on the Effective Date provide to Theraflo valid, up-to-date and complete credit card details or approved purchase order information acceptable to Theraflo and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

(a) its credit card details to Theraflo, the Customer hereby authorises Theraflo to bill such credit card:

(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(ii) subject to 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

(b) its approved purchase order information to Theraflo, Theraflo shall invoice the Customer:

(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(ii) subject to 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

and the Customer shall pay each invoice within 30 days after the date of such invoice.

If Theraflo has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Theraflo:

(a) Theraflo may, without liability to the Customer, disable the Customer's User Subscriptions, account and access to all or part of the Services and Theraflo shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over Then current base lending rate of Theraflo's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

All amounts and fees stated or referred to in this agreement:

(a) shall be payable in pounds sterling, unless otherwise agreed in writing between the parties;

(b) are, subject to 13.3(b), non-cancellable and non-refundable;

(c) are exclusive of value added tax, which shall be added to Theraflo invoice(s) at the appropriate rate.

Further to clause 9.4(a), should the Customer make payment in any currency other than pounds sterling, the Customer shall be responsible for all currency conversion (or any related) costs, and shall ensure that after conversion Theraflo receives full payment of the relevant amount in pounds sterling.

If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space for User Subscriptions specified in the Documentation, Theraflo shall charge the Customer, and the Customer shall pay, Then current excess data storage fees set out by Theraflo The current excess data storage fees as at the Effective Date are set out in the Order Form.

Theraflo shall be entitled to increase the Subscription Fees, and/or the excess storage fees payable pursuant to 9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and the Order Form shall be deemed to have been amended accordingly.

10. Proprietary rights

The Customer acknowledges and agrees that Theraflo and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

Theraflo confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

11. Confidentiality

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

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

(b) was in the other party's lawful possession before the disclosure;

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

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

Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Confidential Information belonging to Theraflo.

No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

The above provisions of this clause 11 shall survive termination of this agreement, however arising.

12. Indemnity

The Customer shall defend, indemnify and hold harmless Theraflo against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) Theraflo provides reasonable cooperation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

(c) the Customer is given sole authority to defend or settle the claim.

Theraflo shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) Theraflo is given prompt notice of any such claim;

(b) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Theraflo in the defence and settlement of such claim, at the expense of Theraflo; and

(c) Theraflo is given sole authority to defend or settle the claim.

In the defence or settlement of any claim, Theraflo may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

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

(a) a modification of the Services or Documentation by anyone other than Theraflo; or

(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Theraflo; or

(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Theraflo or any appropriate authority.

The foregoing and clause 13.3(b) states the Customer's sole and exclusive rights and remedies, and Theraflo's (including Theraflo's employees', agents' and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. Limitation of liability

Except as expressly and specifically provided in this agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Theraflo shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Theraflo by the Customer in connection with the Services, or any actions taken by Theraflo at the Customer's direction;

(b) the Customer shall regularly use the backup feature in the Services to create a local backup;

(c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

(d) the Services and the Documentation are provided to the Customer on an "as is" basis.

Nothing in this agreement excludes the liability of Theraflo:

(a) for death or personal injury caused by Theraflo's negligence; or

(b) for fraud or fraudulent misrepresentation.

Subject to clauses 13.1 and 13.2:

(a) Theraflo shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

(b) Theraflo's total aggregate liability in contract (including in respect of the indemnities at clauses 5.11 and 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to:

(i) for loss arising from the Supplier's failure to comply with its data processing obligations under clause 13 (Data protection) shall not exceed £250,000; and

(ii) for all other loss or damage which does not fall within sub-clause (a) shall not exceed the total Subscription Fees paid for the User Subscription during the 12 months immediately preceding the date on which the claim arose.

Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Intellectual Property Rights belonging to Theraflo.

14. Term and termination

This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of the same length as the Initial Subscription Term (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 3 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of this agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

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

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

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

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

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

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

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

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

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

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

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 14.2(c) to clause 14.2(j) (inclusive);or

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

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

(a) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010); or

(b) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

On termination of this agreement for any reason:

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

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

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

15. Force majeure

Theraflo shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Theraflo or any other party), failure of a utility service or transport or telecommunications network, act of God, pandemics or epidemics, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that the Customer is notified of such an event and its expected duration.

16. Conflict

If there is an inconsistency between any of the provisions in the Order Form, these Agreed Terms, and the Schedule, the documents shall be treated in the following order of significance:

1. the Order Form;

2. the Agreed Terms; and then

3. the Schedule(s).

17. Variation

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

18. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

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

If any provision or part-provision of this agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Entire agreement

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

Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

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

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

22. Assignment

The Customer shall not, without the prior written consent of Theraflo, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

Theraflo may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

23. No partnership or agency

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

24. Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25. Counterparts

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

Transmission of the executed signature page of a counterpart of this agreement by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart of this agreement. If this method of transmission is adopted, without prejudice to the validity of the agreement thus made, each party shall on request provide the other with the "wet ink" hard copy originals of their counterpart.

No counterpart shall be effective until each party has delivered to the other at least one executed counterpart.

26. Notices

Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes or sent by email to the other party's email address as may have been notified by that party for such purposes.

A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender) unless out of Normal Business Hours in which case it shall be deemed to have been received on the next Business Day.

27. Governing law

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

28. Jurisdiction

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

This has been entered into on the date stated at the beginning of it.

Schedule 1 - Processing, personal data and data subjects

Parties' roles

Where Theraflo acts as a processor, processing the Customer’s employees’, officers’, workers’ and consultants’ names, business contact details.

Particulars of processing

Scope, Nature, and Purpose of processing – the provision of Services under this agreement.

Duration of the processing – the duration of this agreement.

Types of personal data – contact information, such as names, company name, job title, address, e-mail address, and phone number; information about clients in said clients’ patient files that is inputted by the Authorised user; log-in information; payment information and purchase history; bank account information (if entered for use in generating Customer invoices); details of regulator registration.

Categories of data subject – the Customer’s: employees, workers, officers and consultants; and clients.