Professional Services Agreement

PROFESSIONAL SERVICES TERMS AND CONDITIONS

This document sets out the terms and conditions applicable to the provision by Sunlight.io Limited, of Sheraton House, Castle Park, Cambridge, CB3 0AX, United Kingdom, (“Sunlight”), of professional services (“Services”) to any person or entity (“Customer”) which has purchased them by means of a fully executed Sunlight order form (“Order”). The terms and conditions set out in this document may be supplemented or amended by special conditions set out in an agreed Order. Services may, but need not be described in more detail in an applicable statement or work (“SOW”).

1. SERVICES

Customer may purchase from Sunlight Services and the product of such Services that are identified in an applicable Order/SOW as deliverable to the Customer (“Deliverables”), by completing an Order that is governed by these terms and conditions. Services, Deliverables and any Sunlight materials, documents or tangible media supplied by Sunlight to Customer as part of the Services (“Materials”) are only for Customer’s internal use and Customer may not use any of them to supply any consulting, support or training services to any third party.

2. PAYMENT AND TAXES

2.1 Customer agrees to pay Sunlight the fees in the amounts and at the times stated on the Order/SOW. In addition, Customer agrees to reimburse Sunlight for any reasonable travel and lodging expenses incurred by Sunlight personnel in providing the Services. Customer will pay Sunlight all applicable VAT or similar sales tax and all withholding taxes levied upon the delivery or use of the Services. All invoices are due upon receipt and will be paid within thirty (30) days. Payments will be made without right of set-off or chargeback. If Customer does not pay the invoices when due, Sunlight may charge interest at one percent (1%) per month on the unpaid balance.

3. CUSTOMER OBLIGATIONS

As a condition of Sunlight’s performance of the applicable Order, Customer agrees to provide Sunlight with such materials, information, access and support which Sunlight reasonably requires to allow Sunlight to successfully provide the Services.

4. OWNERSHIP

4.1 Other than the rights of use specifically granted in these terms and conditions or expressly specified in written special conditions set out in an applicable Order, Customer agrees and acknowledges that Customer is not obtaining any intellectual property rights anywhere in the world, whether in existence prior to the date of an Order or created during the subsistence of an Order (whether pursuant to such Order or not), in or to the Services, Deliverables or Materials.

4.2 In respect of Deliverables that are software that Sunlight custom develops for Customer (“Software Deliverables”), Sunlight hereby grants to Customer a non-exclusive, royalty-free, fully paid up, revocable, non-sublicenseable, non-transferable, licence to install, load and operate the Software Deliverable only on the devices and for the purposes expressly described in the Order or SOW, without any other license to exercise any of the other intellectual property rights therein, all of which are hereby strictly reserved to Sunlight. In particular and without limitation Software Deliverables shall not be otherwise copied, nor modified (including translated), re-distributed, disclosed to third parties, lent, hired out, made available to the public, sold, offered for sale, shared, transferred in any other way nor, subject to applicable law, decompiled, or reverse engineered. Materials may not be copied electronically or otherwise nor distributed to third parties.

4.3 For the avoidance of doubt, Sunlight shall be freely entitled to use Software Deliverables and any versions thereof without restriction or limitation. To the extent that, under law, the Customer automatically becomes the first owner of any intellectual property rights in Software Deliverables, such rights are hereby assigned to Sunlight throughout the world with full title guaranteed unless agreed otherwise in the applicable Order or SOW.

4.4 All Sunlight trademarks, trade names, logos and notices present on Software Deliverables shall be preserved and not deliberately defaced, modified or obliterated except by normal wear and tear. Customer shall not use any Sunlight trademarks without Sunlight’s express written authorisation.

5. CONFIDENTIAL INFORMATION.

As used in these terms and conditions “Confidential Information” shall mean the terms but not the existence of these terms and conditions and all information disclosed by either Party marked confidential. Each party shall keep in strictest confidence all Confidential Information of the other party, and shall not disclose or make use of any such information (save for the sole purpose of performing its obligations under any agreement between the parties) and shall only permit access to Confidential Information of the other party to those of its employees, officers, directors having a need to know, and who are bound by obligations of confidentiality at least as restrictive as those set out in these terms and conditions. The obligations of confidence contained in this clause shall continue notwithstanding termination of the applicable Order but shall not apply to information that: (i) is or becomes part of the public domain through no act or omission of the receiving Party; (ii) was in the receiving Party’s lawful possession prior to the disclosure and had not been obtained by the receiving Party either directly or indirectly from the disclosing Party; or (iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or (iv) is required to be disclosed pursuant to law or the order of a court or governmental authority. The provisions of this clause shall survive the expiry or termination of the Order for a period of five (5) years from its termination or expiration.

6. LIMITED WARRANTY, WARRANTY DISCLAIMER, LIMITATIONS OF LIABILITY.

6.1 Sunlight warrants that it will perform the Services in a workmanlike manner consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Sunlight’s sole obligation, and Customer’s exclusive remedy shall be for Sunlight to re-perform the Services.

6.2 Except for the foregoing LIMITED WARRANTY, THE SERVICES, DELIVERABLES AND MATERIALS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ALL OF WHICH ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

6.3 SUBJECT TO SECTION 6.5 BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT DAMAGE INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFIT, LOSS OF DATA, LOSS OF BUSINESS OR SAVINGS, BUSINESS INTERRUPTION, DELAYS, DAMAGE CAUSED BY CORPORATE DELAY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS AND ALL ORDERS, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE EXCEED THE AMOUNT PAYABLE BY CUSTOMER TO SUNLIGHT UNDER THESE TERMS AND CONDITIONS FOR THAT PART OF THE SERVICES GIVING RISE TO THE LIABILITY.

6.4 Whilst on premises owned, controlled or hired by Customer Sunlight employees shall conduct themselves in accordance with the standard health and safety policies of Customer applicable to its staff generally and shall not do anything exposing Customer to a claim against it under applicable employment law by its staff arising directly out of Sunlight’s employee’s actions. Subject to the immediately preceding sentence, Customer shall not do nor allow anything to be done by its officers, agents or employees that results in loss or damage to be suffered by the Sunlight employee or which exposes Sunlight to a claim against it by any Sunlight employee arising directly out of Customer’s actions.

6.5 Nothing in these terms and conditions shall exclude or limit the liability of either Party for their own acts of fraud (including fraudulent misrepresentation) or for death or personal injury caused by their negligence.

7. THIRD PARTY SOFTWARE.

Customer acknowledges that Customer may be required to license and install certain third party software and provide certain third party hardware that are not provided or licensed by Sunlight (“Third Party Products”). Sunlight may provide Customer with links and instructions for obtaining Third Party Products, but it is Customer’s responsibility to properly license and install any required Third Party Products from the relevant third party providers. Sunlight shall have no liability with respect to any Third Party Products. In the event of a failure by Customer to timely provide Third Party Products as required, Sunlight may treat the applicable Order and SOW as having been cancelled by Customer.

8. TERM.

Unless earlier terminated in accordance with this Section 8, the Order will remain in effect for the period set out in it or, if none, until both parties’ obligations are fully discharged. The Order may be terminated by either Party as follows: (i) With immediate effect if the other has committed a remediable material breach and failed to remedy the same within 30 days of receipt from the other of a written notice clearly identifying the nature of the breach and requiring it to be rectified; (ii) With immediate effect, if the other has committed an irremediable material breach, upon remittance of a written notice specifying the nature of such breach; (iii) With immediate effect, by notice in writing, if the other should become insolvent or otherwise unable to pay its debts as and when they fall due, or should have appointed to it a liquidator, receiver or an administrator, or should enter into an arrangement with its creditors or have presented against it a petition for its winding up, (other than for the purposes of the effecting a solvent reorganisation), which it does not promptly apply to have set aside, or be ordered to be wound up or liquidated or for any other reason cease or threaten to cease trading or business. Upon the expiration or termination of the Order Sections 2, 4, 5, 6, 7, 8, 9, 10 and 11 will survive. Where an Order, that is subject to these terms and conditions, is terminated in accordance with the express provisions of these terms and conditions, then unless stated otherwise in that Order, Sunlight shall be entitled to invoice forthwith for all the applicable fees set forth in an Order plus any non-refundable expenses already incurred associated with the Services which Customer shall pay in accordance with clause 2.1 above.

9. PERSONAL DATA.

The parties shall comply with all obligations under applicable law as regards the storage, processing, transmission and protection of personal data, and shall not do nor permit to be done on their own behalves anything which breaches the foregoing obligation.

10. NON-SOLICITATION.

During the Order and for a period of twelve (12) months following its expiry or earlier, lawful termination, Customer shall not solicit nor approach in any way any of Sunlight’s employees or contract staff (“Restricted Persons”) with a view to: (i) Offering such Restricted Persons, employment; or (ii) Soliciting services from them on their own account; or (iii) Encouraging them to provide their services to a third party rather than Sunlight; or (iv) Offering to them the opportunity to perform services colourably similar to the Services.

11. GENERAL.

Customer consents to Sunlight’s identification of Customer as a user of the Services, on its website, through a press release and in other promotion materials. Nothing contained in these terms and conditions shall be construed to make either Party an agent, partner, joint venturer, or representative of the other for any purpose. Sunlight may sub-contract the performance of its obligations hereunder. Without the express written consent of the other, the Parties shall not assign any of their rights and/or obligations under these terms and conditions in whole or in part to any third party other than within their group or to an acquiring, acquired or merging entity, These terms and conditions shall be binding upon and inure to the benefit of the Parties’ permitted successors and assigns. These terms and conditions and any applicable Order/SOW constitute the entire agreement between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of a purchase order or other document used by Customer to place orders or otherwise effect transactions hereunder. Such terms are hereby rejected. These terms and conditions supersede all prior or contemporaneous discussions, proposals and agreements between the parties relating to the subject matter hereof. No amendment, modification or waiver of any provision of these terms and conditions will be effective unless in writing and signed by both parties. If any provision of these terms and conditions is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these terms and conditions. Neither party will be liable to the other for any delay or failure to perform due to causes beyond its reasonable control (excluding payment of monies due). Unless otherwise specifically stated, these terms and conditions are intended to be and are solely for the benefit of Sunlight and Customer and do not create any right in favor of any third party. The Parties intend that no term of the contract made by these terms and conditions may be enforced by any person who is not a party to it. The Parties reserve the right to agree to rescind or vary these terms and conditions without the consent of any other person. The provisions of the Contracts (Rights of Third Parties) Act 1999 shall be and hereby are excluded. These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales whose courts shall have exclusive jurisdiction over any and all disputes arising out of or in connection with it, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue. All notices must be in writing and will be effective three (3) days after the date sent.