NOQ Platform Terms & Conditions 3.0

1. DEFINITIONS AND INTERPRETATION

In these terms, including the introduction and the Addendums, and in any Order Form, the following definitions apply unless the context otherwise requires:

• Acceptable Use Policy: A document which sets out the terms and conditions under which Users are permitted to access and use the Platform and the Software Services, as revised from time to time;

• Addendum(s): supplemental document that forms part of this agreement which can serve to modify, clarify, or expand upon the terms and conditions of the original agreement, a particular Software Service or Additional Product;

• Additional Products: deliverables that the Client purchases from NOQ to support the Software Services but which do not form part of the Software Services, Hardware or Payment Processing, such as Split Payments, Implementation Services, Training Services, Professional Support, On-Site Support or Additional Support services;

• Affiliate: A person or entity that refers prospective customers to NOQ and may receive compensation for successful referrals. Affiliates do not resell, implement, integrate, or deliver NOQ products or services as part of their own offerings.;

• Applicable Law: any legislation applicable to the use of the Software Services or Additional Products;

• Backend Portal: the cloud-based management platform offered by NOQ which enables the Client to manage its Software Services;

• Chargeback: either a chargeback request or payment dispute from a Payment Services User made under the applicable Scheme Rules or a legal claim from a Payment Services User under Section 75 of the Consumer Credit Act 1974;

• Compatible Browser: the latest general release version of Chrome, Microsoft Edge, Firefox, in each case provided that the browser has no non-standard plug-ins and is configured in accordance with the default settings applicable to that browser, or any other configuration which may be specified in the Documentation or otherwise by NOQ to the Client from time to time;

• Compatible Device: the devices indicated as being compatible with the applicable App within the relevant app store listing from time to time;

• Compatible Operating Software: the operating software which is compatible with Downloadable apps, which is iOS 13.4 or later on Apple devices, and Android 9 or above on Android devices;

• Control: shall have the meaning as given to “control” in section 1124 of the Corporation Tax Act 2010;

• Client: the entity which subscribes to the Software Services;

• Client Branding: the Client's name, logo and any other trademark or branding of the Client;

• Client Content: any content that the Client, a User or the NOQ team (at the request of a Client), uploads to the Backend Portal or inputs into a Downloadable App;

• Documentation: the FAQ documents and guidelines which describe the Software Services and provide guidance as to the proper use of the same;

• Downloadable App: an app which the Client (or its Users) is entitled to download and install on its devices and to use as part of a Software Services;

• End User: Client's Client and end user of the Services acquired by the Client;

• Fees: any fees payable in relation to the Software Services or Additional Products, as set out in the applicable Order Form;

• Hardware: tangible components such as terminals, tablets, cash drawers and others, as set out in the applicable Order Form, which enable the Client to operate the Software Services;

• Intellectual Property Rights: any and all intellectual property rights including patents, trademarks, copyright, rights in databases, domain names, know-how, look and feel, rights in confidential information, and all similar rights (whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world), together with the right to apply for registration of and/or register such rights and any and all goodwill relating or attached to it and all extensions and renewals of it;

• Multi-Vendor Management: the Platform feature that enables a site owner to operate and manage multiple vendor, whether internal (owned by the Client) or external (independent businesses approved to sell through the Client's site) — within a single NOQ site. Each vendor operates as a distinct storefront with its own products, menus, inventory, orders and operational settings. The site owner retains centralised oversight, governance, reporting and platform management across all vendors;

• NOQ: NOQ Events Ltd, a company incorporated and registered in England and Wales with company number 11805571, and whose registered office is at Unit 222 Westbourne Studios, 242 Acklam Road, London, United Kingdom, W10 5JJ;

• Order Form: an order form sent to the Client outlining one or more Software Services and/or Additional Products as requested by the Client;

• Partner: an individual, company, or organisation that has a formal commercial relationship with NOQ and is authorised to promote, resell, implement, integrate, or deliver NOQ products or services as part of its own offerings or solutions;

• Payment Processing: the Client's ability to take payments for its business, using the Software Services, integrated with Third-Party Payment Provider ;

• Payment Provider Terms: the applicable terms, policies and scheme rules imposed by a Third-Party Payment Provider from time to time;

• Payment Services User: a person who pays for goods or services provided by the Client by means of the payment solution(s);

• Platform: the hosted technology environment provided by NOQ as part of the Software Services, including the Backend Portal, any Downloadable Apps.

• Refund: a reversal of a payment transaction (in whole or in part) at the request of the Payment Services User;

• Scheme Rules: the governing rules of a payment scheme supported by the Software Services including (but not limited to) the VISA Core Rules and Visa Product and Service Rules, the Mastercard Rules and Chargeback Guide, and the American Express Merchant Regulations;

• Settlement: the transfer of funds to the Client by the relevant Third-Party Payment Provider;

• Software Services: the payment solution(s) ordered by the Client, as set out in the applicable Order Form. This includes in all cases the right to access the relevant functionality of the Backend Portal and, where applicable, the right to download Apps, but does not include any Additional Products;

• Revenue Share: the facilitation of revenue share from in-person and online payments between the Client and other Sub-Vendors;

• Subscription: a subscription entitling the Client to access and use one or more of the Software Services in accordance with these terms (subject to payment of the applicable Fees), which includes access to the Documentation and the hosting of the Backend Portal , as described in more detail in clause 3;

• Sub-Vendor: an external business connected to the Client and not directly to NOQ so responsibility is with the Client which uses the Software Services and, where applicable, Additional Products, as part of the Client’s Subscription, as described in more detail in clause 5;

• Third-Party Payment Provider: a regulated payment service provider, acquirer, gateway or payment scheme participant that provides payment services in connection with Payment Processing;

• User: an individual person who accesses the Backend Portal and/or a Downloadable App in connection with the Client's Subscription.

1.1 Headings are included for convenience only and shall not affect the construction or interpretation of these terms.

1.2 Any reference to the singular shall include the plural and vice versa, and any reference to one gender shall include all genders, including the neuter gender. Any reference to a person shall, unless the context otherwise requires, include individuals, partnerships, companies, and all other legal persons.

1.3 The words include, includes, including, and included, and like words and expressions will be construed without limitation unless inconsistent with the context.

1.4 Any reference to a notice or other communication being in writing shall be satisfied by that notice or communication being sent by email, provided this is permitted by and done in accordance with clause 13 where applicable.

1.5 Any reference in these terms to law or to any statute, statutory instrument, directive, regulation, order, or other enactment shall mean the same as shall be amended, enacted, replaced, extended, modified, consolidated, or repealed from time to time.

1.6 Working days shall be all days other than Saturdays, Sundays, and public holidays in England, and working hours shall be 9am to 6pm UK time on working days.

2. PLACING ORDERS

The Client may place orders from time to time by executing an Order Form. Once signed by both parties, an Order Form shall form a legally binding contract, subject to these terms and conditions, any applicable Addendum and the Order Form, which shall be irrevocable except on its terms.

3. THE SOFTWARE SERVICES

3.1 A Subscription to the Software Services entitles the Client to the non-exclusive right to access and use the Backend Portal for its own business purposes during the term of the Subscription in accordance with these terms, and to allow Users to access it and, depending on the Software Services selected:

3.1.1 The right to download and use the Downloadable Apps on its devices, and to allow Users to do so; and/or

3.2 The Backend Portal is offered on a hosted basis and will be made available for the Client and its Users to connect to via the internet in accordance with these terms. A Subscription does not give the Client any right to a copy of the underlying Backend Portal to install on its own systems or servers.

3.3 Where the Software Services have offline functionality, it is important to be aware that the ability to use this functionality is dependent upon preparatory steps being taken at a time when the relevant device has internet connectivity, such as downloading the relevant Downloadable App or, logging into it and configuring it and allowing it to synchronise with the Backend Portal. The Client is encouraged to take these steps whether or not it intends to use the offline functionality, as this will provide protection in the event of an unexpected connectivity outage. Offline transaction data will be permanently lost if the app is deleted or the device is wiped before syncing. NOQ is not liable for any such data loss.

3.4 The Downloadable Apps can be downloaded from the applicable app store.

3.5 NOQ may from time to time make changes to the Software Services, including to improve functionality or usability, add new features, remove features it considers to be obsolete, fix errors, or address feedback received from Clients. NOQ shall endeavour to minimise any disruption caused as a result of the implementation of such changes.

3.6 It may be necessary from time to time for NOQ to disable part or all of the Software Services for maintenance purposes. Where such maintenance is likely to affect the functionality or accessibility of the Software Services, NOQ shall use reasonable endeavours to provide notice to the Client of any such maintenance and to perform it outside of working hours.

3.7 The Subscription includes the right for the Customer to export its data at any time during the term of the Subscription via the Platform's reporting tools or, where available, NOQ's APIs. Customer Content (including orders, customer records, products, inventory and user data) remains the property of the Customer. Aggregated, anonymised or benchmarking data derived from the Customer's use of the Platform is not Customer Content and remains NOQ's property.

3.7.1 NOQ maintains regular backups for operational continuity. These backups do not replace the Customer's own data management and the Customer is responsible for performing regular exports and retaining copies. NOQ is not liable for any loss resulting from the Customer's failure to export its data during the Subscription or grace period.

3.7.2 On termination or expiry of the Subscription, the following retention schedule applies:

3.7.3 Payment transaction data processed by the Third-Party Payment Provider is retained by that provider in accordance with its regulatory obligations and is not within NOQ's control or subject to deletion by NOQ.

3.8 The Client shall be fully responsible for any acts or omissions of any User or any other party accessing the Backend Portal using any User’s access credentials (whether or not with the Client's permission), as if such acts or omissions were the acts or omissions of the Client. The Client shall ensure that all Users accessing the Backend Portal are aware of the Acceptable Use Policy and all applicable terms in respect of use of the Backend Portal.

3.9 The Client shall use the Software Services only in accordance with these terms (including the Acceptable Use Policy) and all Applicable Law, and procure that all Users do the same.

3.10 The Client shall immediately notify NOQ if it believes or suspects either that it may have breached these terms, that a User (or other person using a User’s access credentials) may have failed to comply with the Acceptable Use Policy or that any User’s access credentials for the Backend Portal may have been compromised. The Client is responsible for taking appropriate measures, such as archiving the user, resetting the PIN code and password, to revoke user access to the Backend Portal and Downloadable Apps.

3.11 NOQ shall be entitled to suspend the Software Services (or any part thereof) for any or all Users without liability to the Client immediately and without notice or to take such action as it may in its discretion think appropriate if it reasonably believes:

(a) not doing so may prejudice the security, integrity or operability of the Software Services or part of them, cause harm to another Client or other third-party, or give rise to a claim against NOQ;

(b) the Client or any of its Users have transmitted, uploaded or downloaded any content which contravenes the restrictions set out in the Acceptable Use Policy; or

(c) the Client is otherwise in breach of these terms.

Promptly following such suspension, NOQ shall notify the Client of the suspension, the reason for the suspension, and what steps the Client can take so that the suspension can be brought to an end.

4. USERS

4.1 Authorised Users are as follows:

4.1.1 For the Backend Portal and any Downloadable App intended for internal use, employees, contractors, and representatives of the Client.

4.1.2 For specific Downloadable Apps, such as the Insights App, intended for reporting use, external users, clients, other representatives who require access to reporting.

4.1.3 Downloadable App intended for the use of the Client's own Clients, any Client or prospective Client of the Client.

4.2 For the Backend Portal and any Downloadable App intended for internal use:

4.2.1 The Client shall, and shall procure that each User shall, keep all access credentials for Backend Portal confidential and secure.

4.2.2 Users shall be permitted access only to the extent that they are using the Backend Portal for the Client's business purposes.

4.2.3 In no circumstances shall the Client permit any party other than an authorised User to access the Backend Portal or Downloadable App using its Subscription.

4.2.4 Without prejudice to its other rights or remedies, NOQ reserves the right to suspend any User account in the following instances:

• Where NOQ reasonably believes that the acts or omissions of such User have caused or are likely to cause the Client to breach these terms,

• Where the User account has been used by multiple people or reallocated contrary to clause 4.1,

• Where the User is not a person who is eligible to use the Backend Portal as part of the Client's Subscription,

• Where NOQ has been requested to remove a user's access by a business director, signatory or main account holder.

5. MULTI-VENDOR MANAGEMENT

5.1 The Client may permit Sub-Vendors to utilize the Software Services and, where applicable, Additional Products, in respect of their operations at the Client's venue(s).

5.2 All Sub-Vendors must accept NOQ's terms and conditions and complete the Third-Party Payment Provider's onboarding and verification process (including any required KYC checks) as a pre-condition to being able to access and use the Software Services, Additional Products and payment processing. NOQ will have no liability to the Client in respect of any Sub-Vendor who fails to accept the sub-vendor terms and conditions or who is rejected by the Third-Party Payment Provider.

5.3 NOQ reserves the right to remove or suspend any Sub-Vendor at any time if it reasonably believes that the Sub-Vendor is not complying with the sub-vendor terms and conditions.

5.4 Notwithstanding clause 5.2, the Client will be fully legally responsible for the proper use of the Software Services and Additional Products by a Sub-Vendor, and any act or omission of the Sub-Vendor (or any of its Users) will be treated as an act or omission of the Client (or of its Users) for the purposes of these terms and conditions.

5.5 A Sub-Vendor may only trade as an external vendor where its own banking setup with the Third-Party Payment Provider is complete. Where a Sub-Vendor's banking is not in place, it may trade as an internal store of the Client, in which case all payments are settled to the Client's account and the Client is solely responsible for remitting and reconciling amounts owed to that Sub-Vendor. Where a Sub-Vendor trades as an external vendor and revenue share has not been approved or configured, payments are settled directly to the Sub-Vendor's account and the Client must collect any amounts owed to it independently of NOQ. NOQ does not act as trustee, escrow agent or payment institution in respect of any settlement between the Client and a Sub-Vendor.

5.6 The Client shall ensure that its business and the business of each Sub-Vendor operates under the correct merchant category code and holds all licences, permits and regulatory approvals required for its activities, including but not limited to alcohol licensing where applicable. NOQ is not liable for any fines, penalties or losses arising from the Client's or any Sub-Vendor's failure to maintain the required licences or correct categorisation.

6. WARRANTIES

6.1 NOQ warrants that the functionality of Software Services will substantially conform to the Documentation. NOQ will use reasonable endeavours to ensure that Software Services are available for the use of all Users as per the Service Levels.

6.2 The Client bears the responsibility of ensuring that all necessary features and functionalities offered by NOQ are confirmed prior to signing the Order Form. It should be noted that any requests for additional features or functionalities after signing the Order Form will not render NOQ responsible for fulfilling them. While NOQ will make efforts to accommodate such requests, it cannot be held liable for them.

6.3 By the nature of the Software Services, NOQ cannot warrant that they will be entirely error-free. However, NOQ shall use its reasonable endeavours to remedy any material error reported by the Client as soon as reasonably and commercially practicable following such report. In the event that the Client does experience issues with the Software Services, it shall report the problem using the procedure set out in the Documentation, and the Client agrees that this clause 6.3 shall be its sole and exclusive remedy for any problems or deficiencies with the Software Services.

6.4 To get the most out of the Backend Portal, Users will need to access them via a Compatible Browser. The Backend Portal may be accessible via other web browsers or via earlier versions or differently configured versions of the Compatible Browsers, but in these cases, functionality may be limited. NOQ gives no warranty as to the accessibility or functionality of the Backend Portal when it is being accessed other than via a Compatible Browser.

6.5 Downloadable Apps must be downloaded from the applicable App Store onto a Compatible Device. The Client accepts and acknowledges that not all potential Users may have Compatible Devices (or continue to have Compatible Devices) and that NOQ has no responsibility for Users being unable to use a Downloadable App due to a lack of a Compatible Device. The Client is responsible for ensuring the latest version of the Downloadable App is downloaded onto each Compatible Device.

6.6 Where the Client wishes to make any use of the online functionality of any of the Software Services or to access the Backend Portal, the Client acknowledges that this will require the use of a reliable internet connection, meeting at least the minimum requirements set out in the Documentation. NOQ cannot be responsible for any issues experienced as a result of accessing (or being unable to access) the online functionality or Backend Portal due to not having access to a reliable internet connection.

6.7 The Client warrants that:

6.7.1 all information and documentation provided by it in relation to the Subscription or any Software Services it orders is true, complete, and accurate; and

6.7.2 it will obtain and maintain all necessary licenses, consents, and permissions (including from any third-party network and/or hardware or software provider) to enable it to use the Software Services.

6.8 If NOQ’s employees, consultants, or agents are required to attend the Client's venue (or any other venue the Client may request that they attend) in connection with any Software Services or other deliverables ordered by a Client, the Client shall take responsibility for the health and safety of any such individual, including ensuring that they are made aware of any relevant policies and procedures and that they are not placed in danger in any manner.

6.9 From time to time, NOQ may make certain features available as “BETA”. BETA features are made available for testing and evaluation and may not be fully tested or validated. The Client acknowledges that BETA features may contain errors, be unstable or have limited functionality. NOQ will not be responsible for issues arising from the use of BETA features. The Client should report any issues in accordance with the support procedure, and NOQ will use reasonable endeavours to address them.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All rights, title, and interest (including Intellectual Property Rights) in the Software Services and any Additional Products shall (as between NOQ and the Client) belong to NOQ, and nothing in these terms shall operate to transfer any such rights to the Client.

7.2 Subject to clause 7.3, the Client acknowledges that to the extent it acquires any rights in any of the Software Services and/or any Additional Products, it hereby assigns such rights absolutely (by way of present assignment of future rights) to NOQ. Where applicable, the Client shall be entitled to use such parts of the Software Services and/or Additional Products in accordance with its Subscription. Nothing in this clause 7 shall transfer to NOQ ownership of Client Content, or of any configurations, integrations or materials created by the Client, which (as between the parties) remain the Client's property; this does not affect NOQ's ownership of the Software Services, the Platform and any configurations, integrations or materials created or owned by NOQ.

7.4 NOQ warrants that use of the Software Services and Documentation in accordance with these terms will not infringe any Intellectual Property Rights subsisting in the UK belonging to a third-party.

7.5 Without prejudice to clause 7.4, where NOQ becomes aware of any claim or potential claim that Software Services or the Documentation infringes any Intellectual Property Rights of any third-party, NOQ may, at its option:

7.5.1 suspend access Software Services (or the affected part) and/or withdraw the Documentation;

7.5.2 modify the Software Services and/or the Documentation to remedy the infringement; and/or

7.5.3 terminate the Client's Subscription.

7.6 Where the provision of the Software Services is suspended or terminated pursuant to clause 7.5, NOQ shall make a pro rata refund to the Client calculated by NOQ (acting reasonably) based on the proportion of the Software Services not received and the period over which it was not received.

7.7 The Client shall indemnify and keep indemnified and hold NOQ harmless from and against any losses, claims, damages, liability, costs (including legal expenses and other professional fees), and expenses incurred by or awarded against NOQ as a result of or in connection with NOQ’s use of the Client Content and/or Client Branding in accordance with these terms infringes the Intellectual Property Rights of any third-party subsisting in the United Kingdom.

8. FEES

8.1 The Fees shall be payable in accordance with the terms specified in the Order Form (and the applicable Addendum, if any).

8.2 Where and to the extent that any part of the services are provided from any location other than NOQ’s own premises, the Client shall be responsible for expenses as set out in the Order Form.

8.4 NOQ reserves the right to recover any outstanding Fees. Where permitted, NOQ may request that the relevant Third-Party Payment Provider deduct such sums from Settlement amounts, or may invoice the Client.

8.5 If the Client enters liquidation or administration, the Client agrees that all outstanding sums owed to NOQ Events Ltd shall become immediately due and payable.

8.6 All Fees and charges under the Agreement are payable by the Client, being the contracting entity that signs the Order Form, and not by any Sub-Vendor. The Client is responsible for all such Fees in full regardless of any arrangement between the Client and its Sub-Vendors, including any recharging of costs by the Client to its Sub-Vendors.

8.7 Any Hardware or equipment supplied by NOQ is provided subject to the Hardware Addendum, which forms part of the agreement between the parties. The Client is responsible for Hardware in its possession or control.

9. CONFIDENTIALITY

9.1 Each party undertakes that it shall keep the other party’s confidential information confidential and shall not at any time:

9.1.1 use such information for any purpose other than to exercise its rights and perform its obligations under this agreement (or such other purposes as the other party may expressly authorise in writing from time to time); or

9.1.2 disclose such information to any third-party, except as otherwise permitted by this agreement or with the other party’s prior written consent.

9.2 For the purposes of this agreement, a party’s confidential information is any know-how, trade secret, documentation or information (whether commercial, financial, technical, operational or otherwise) relating to its business, affairs, operations, processes, intentions, Clients or suppliers and which is either marked as “confidential” or which the other party was or ought reasonably to be aware was of a confidential nature, save that this clause 9 shall not apply to any information that the receiving party can demonstrate:

9.2.1 is in the public domain in substantially the same combination as that in which it was disclosed to the receiving party other than as a result of a breach of this agreement or any other obligations of confidentiality;

9.2.2 is or was lawfully received from a third-party not under an obligation of confidentiality with respect to it; or

9.2.3 was developed independently of and without reference to confidential information disclosed by the other party.

9.3 A party may disclose the other’s confidential information where and to the extent it is required to do so under operation of law, by court order or by any regulatory body of competent jurisdiction provided that, except where legally prohibited from doing so, it must:

9.3.1 provide the other, promptly where legally permitted, its intention to make the disclosure, such notice specifying the confidential information concerned and the nature of the disclosure obligation;

9.3.2 take into account the reasonable requests of the other party in relation to the content, nature and form of the disclosure.

9.4 Each party shall be entitled to divulge the other party’s confidential information to its employees, agents, directors, officers, authorised sub-contractors, professional advisors and consultants who have a need to know the same in connection with this agreement, provided that the receiving party shall ensure that such persons are aware of, and shall procure that such persons comply with, these obligations as to confidentiality.

10. DATA PROTECTION

10.1 Each party agrees that, in the performance of its respective obligations under an agreement, it shall comply with all applicable data protection and privacy laws in any relevant jurisdiction, including but not limited to the UK GDPR, the Data Protection Act 2018, the EU General Data Protection Regulation (EU 2016/679), and any equivalent legislation in the territory in which the Client operates (together, Data Protection Legislation). Where used in this clause 10, the expressions data subject, personal data, personal data breach and process bear their respective meanings given in the applicable Data Protection Legislation.

10.1.1 The Client retains ownership of all data input into or generated through the Software Services in connection with the Client's account, including transaction records, sales data, product data and operational data. The Client is solely responsible for the accuracy, legality and compliance of its data in any jurisdiction in which it operates. NOQ does not acquire any ownership rights in Client data, save for the rights granted under clause 10.12.

10.2 NOQ is expected to process personal data on the Client's behalf for the purposes of providing the Software Services and/or Additional Products and otherwise fulfilling its obligations under the agreement. The types of personal data that NOQ is expected to process on the Client's behalf include full name, email address, phone number, date of birth, gender, address, social media handles, payment transaction data, and details of purchases relating to stock, products, employees, Clients and potential Clients of the Client.

10.3 Where NOQ processes personal data on the Client's behalf under or in connection with an agreement, it shall do so only in accordance with the terms of the agreement and the Client's documented instructions (unless otherwise required by law or a regulatory body in which case NOQ shall, where permitted, inform the Client of that legal requirement before processing).

10.4 The Client warrants that:

10.4.1 it shall only provide (or procure the provision of) personal data to NOQ where such personal data has been lawfully obtained and where the Client is lawfully entitled to provide (or procure the provision of) that personal data to NOQ for the intended purpose and means of processing; and

10.4.2 any instructions given to NOQ in accordance with clause 10.3 shall be compliant with applicable Data Protection Legislation, be within the scope of NOQ’s obligations under this agreement and shall not (if properly performed) place either NOQ or the Client in breach of their respective obligations under Data Protection Legislation, and the Client shall indemnify, keep indemnified and hold NOQ harmless against all claims, demands, penalties, fines, actions, costs, expenses, losses and damages suffered or incurred by or awarded against NOQ arising from or in connection with any breach by the Client of this clause 10.4.

10.5 Where NOQ processes any personal data on the Client's behalf under or in connection with an agreement it shall:

10.5.1 not transfer or allow the transfer of personal data outside the jurisdiction in which it was collected without the Client's written consent, unless such transfer is permitted under the applicable Data Protection Legislation.

10.5.2 ensure that any persons authorised to process the personal data are subject to a duty of confidence in respect of such processing;

10.5.3 implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in compliance with the obligations imposed on NOQ by article 32 of the UK GDPR;

10.5.4 notify the Client without undue delay on becoming aware of a personal data breach and cooperate with the Client to resolve such issue; and

10.5.5 at the Client's expense, provide such assistance as the Client may reasonably require to assist it to comply with its obligations to keep that personal data secure, allow it to inform a regulatory authority or data subject of a personal data breach, conduct a data protection impact assessment, consult with a regulatory authority regarding the relevant processing activities and/or respond to requests made by data subjects pursuant to Data Protection Legislation.

10.6 The Client authorises NOQ to engage sub-processors from time to time provided that NOQ shall notify the Client of any intended changes concerning the addition or replacement of sub-processors and shall impose upon any sub-processor (and procure any sub-processor’s compliance with) the terms of this clause 10 as if the processing being carried out by the sub-processor was being carried out by NOQ (and NOQ shall be liable for the acts and omissions of such sub-processors as if they were NOQ’s own acts and omissions).

10.7 From time to time during the term of an agreement NOQ shall (upon written request from the Client):

10.7.1 provide details in writing of its data processing activities carried out on the Client's behalf; and

10.7.2 on reasonable notice allow the Client (or its appointed auditor) to audit its compliance with these terms, subject to any reasonable requirements or restrictions that NOQ may impose to safeguard the personal data it holds on behalf of other clients and/or avoid unreasonable disruption to NOQ’s business.

10.8 NOQ shall process personal data on the Client's behalf only during the term of an agreement (and following termination to the extent required to perform any post termination obligations). On the termination or expiry of any part of an agreement as a whole, NOQ shall either delete or return all personal data processed on the Client's behalf in connection with the applicable Software Service(s) or Additional Product(s), and delete any copies (except to the extent retention is required by law or for record-keeping purposes).

10.9 The Client agrees that it will comply with any marketing preferences indicated by its Clients through the Software Services.

10.10 For the avoidance of doubt, nothing in this clause 10 or otherwise in these terms relieves either party of its own direct responsibilities and liabilities under Data Protection Legislation.

10.11 In the event that NOQ has been introduced to the Client through an Affiliate or Partner, and a commission arrangement is in effect, NOQ shall provide the Affiliate or Partner with a commission statement containing anonymised data.

10.12 The Client agrees that NOQ may use anonymised and aggregated data derived from the Client's use of the Software Services for benchmarking, analytics, product improvement and industry insights. Such data shall not identify the Client, any Sub-Vendor or any individual. This clause survives termination.

11. LIABILITY

11.1 The Client shall indemnify and hold NOQ harmless from and against all costs, claims, damages, liabilities, loss and demands relating to or arising from or in connection with:

11.1.1 any breach by a User of the Acceptable Use Policy; and/or

11.1.2 any criminal or civil legal action brought against NOQ in connection with (a) use of the Software Services or the Documentation by the Client or any User other than in accordance with the Documentation and as permitted by these terms, (b) use or receipt of any Additional Products other than as permitted by these terms and/or (c) the Client Content.

11.1.3 any fines, penalties or costs imposed on NOQ by payment schemes, acquirers or the Third-Party Payment Provider as a result of the Client's or any Sub-Vendor's non-compliance with applicable Scheme Rules, payment regulations or the Acceptable Use Policy.

11.2 The Client acknowledges and agrees that NOQ shall not be liable for:

11.2.1 any third-party charges which are incurred by the Client to enable the Client to properly utilise the Software Services or Additional Products;

11.2.2 any updates to interchange, scheme, acquiring and payment processing rates which may result in higher processing fees;

11.2.3 the failure of any third-party providers or third-party servers;

11.2.4 the service the Client provides using the Software Services or Additional Products; and/or

11.2.5 any connectivity issues.

11.2.6 any failure to meet any service level or availability target, save that, where service credits are expressly payable under the applicable Order Form and/or service level addendum, those service credits shall be the Client's sole and exclusive remedy for such failure and the Client's entitlement to them shall not be affected.

11.2.7 any error, act or omission of the Client or its Users, including incorrect or incomplete data entry, mis-keyed amounts, incorrect configuration of the Software Services (including but not limited to Split Payment, revenue share, VAT or payout settings), or any misuse of the Software Services or Additional Products.

11.3 The Client's use of offline payment functionality and related liability exclusions are governed by clause 26.7 and Annex A. NOQ shall not be responsible for any losses arising from the Client's failure to utilise available offline or fallback functionality.

11.4 The express terms set out in this document are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

11.5 Save as provided by clause 11.6 below:

11.5.1 NOQ’s total aggregate liability in respect of all causes of action arising out of or in connection with a Subscription or agreement to provide Software Services or Additional Products (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) shall be the lesser of either (i) £20,000 or (ii) the annual Fees (where the cap is being calculated during the first 12 months, it shall be calculated based on total fees paid at the date the cause of action arose, and thereafter it shall be calculated based on total fees paid in the 12 months preceding the cause of action arising);

11.5.2 NOQ shall not be liable for any claim arising out of or in connection with a Subscription or agreement to provide Software Services and/or Additional Products to the extent that it relates to loss of profits, goodwill, business opportunity or anticipated savings, loss of data, injury to reputation, wasted management time or indirect, consequential or special loss or damage regardless of the form of action (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) and regardless of whether NOQ knew or had reason to know of the possibility of the loss or damage in question; and

11.5.3 NOQ shall not be liable for any delay in or failure to comply with its obligations to the extent that it results from the actions or omissions of the Client.

11.6 Nothing in these terms shall limit or exclude NOQ’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, and/or for any other loss or damage the exclusion or limitation of which is prohibited by English law.

11.7 NOQ may set off any amounts owed to the Client under any agreement (or otherwise) against any amounts it owes the Client under any agreement (or otherwise), including (without limitation) any costs it incurs as a result of any Chargebacks or Refunds. The Client authorises NOQ to recover such sums via the Third-Party Payment Provider.

11.8 NOQ maintains, with reputable insurers, insurance appropriate for a business of its type, which may include professional indemnity, cyber/data and public liability cover. On the Client's reasonable written request, NOQ will confirm the cover it maintains and, at its discretion, provide a summary or evidence, which the Client shall keep confidential. NOQ is not required to maintain any particular type or level of insurance for the Client's benefit, and the Client remains responsible for arranging its own insurance for its business and operations. For the avoidance of doubt, the existence, scope or level of any insurance maintained by NOQ shall not increase, vary or be taken into account in determining NOQ's liability, or the limitations and exclusions of liability, under this Agreement, and the maintenance of insurance is not an admission or acceptance of liability.

12. FORCE MAJEURE

12.1 Neither Party shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by events outside its reasonable control (a Force Majeure Event).

12.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond the affected party’s reasonable control and includes in particular (without limitation), terrorist attack or threat of terrorist attack, war, threat or preparation for war, fire, malicious damage, epidemic or pandemic, storm (including lightning strike), flood, or other natural disaster or adverse weather, industrial action or other shortage of available staff, impossibility of the use of telecommunications networks, or interruption or failure of utility service, malicious activity against the affected’s party computer systems such as computer virus or denial of service attack, other illegal or unlawful actions of third parties, acts or omissions of other Clients and/or their users or non-performance by suppliers, subcontractors or agents and the acts, decrees, legislation, regulations, policy or restrictions of any government or public authority.

12.3 Where a Force Majeure Event affects a party's ability to perform its obligations, that party's affected obligations shall be suspended for the duration of the Force Majeure Event; in particular, where it affects NOQ's ability to deliver the Software Services or Additional Products, the Client accepts that the Software Services or Additional Products may be unavailable or restricted during its continuance. The affected party shall notify the other as soon as reasonably practicable and shall use reasonable endeavours to bring the Force Majeure Event to a close, or to find a solution by which its obligations may be performed despite it.

12.4 A Force Majeure Event does not relieve the Client of any obligation to pay sums that are or become due.

13. NOTICES

13.1 Each notice given under or in relation to an agreement governed by these terms must be in writing, must clearly state the full corporate name of the Client and must be either or sent by email to the recipient’s nominated email address.

13.2 NOQ’s nominated address for notices is NOQ Events Limited, Unit 222 Westbourne Studios, 242 Acklam Road, W10 5JJ, and its nominated email address is contact@noqgroup.com. The communication must be marked for the attention of Param Kanabar, CEO.

13.3 The Client's nominated postal address and email address for notices shall be deemed to be as set out in the most recent Order Form submitted to and accepted by NOQ.

13.4 Each party may update its nominated contact details by notice to the other from time to time.

13.5 A notice shall be deemed to have been received (a) in the case of a delivery made in person, when delivered, (b) in the case of first class post, two working days after posting, or (c) in the case of email, at the time of sending if between 9am and 4:30pm on a working day, at 9am on that day if sent before 9am on a working day or otherwise at 9am on the next working day (provided in each case that no email delivery failure notification is received).

13.6 This clause 13 does not apply to the service of legal proceedings or other documents in any legal action.

13.7 Any notice of termination under this Agreement must be sent to contact@noqgroup.com, copied to the Client's designated Account Manager, and addressed to a director or authorised signatory of the receiving party.

14. GENERAL

14.1 These terms, the completed Order Form and the applicable Addendum(s) constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, written or oral, relating to its subject matter. Each party acknowledges and accepts that, in entering into an agreement subject to these terms it has not relied upon any representation, undertaking or promise except as set out in these terms.

14.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.

14.3 The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to an agreement does not constitute and shall not be construed as a waiver of such term or right, remedy, power or privilege and shall in no way affect either party’s right later to enforce or exercise it, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.

14.4 The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to an agreement shall not in any way affect the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist.

14.5 The Client may not assign, transfer, sub-contract or otherwise part with its Subscription or right to receive the Software Services or Additional Products or any right or obligation under an agreement with NOQ without NOQ’s prior written consent.

14.6 NOQ may amend these terms from time to time by notice to the Client. The revised terms shall take effect on such date as NOQ may nominate, provided that such date must not be less than 30 days from the date of the notice save where the change is required by law to take place earlier.

14.7 Nothing in these terms shall confer any rights upon any person who is not a party to the agreement, whether under the Contracts (Rights of Third Parties) Act 1999.

14.8 Any agreement entered into pursuant to these terms (including any associated non-contractual disputes or claims) is governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with such an agreement.

14.9 During the term and for 24 months after termination, the Client will not solicit or employ any NOQ staff engaged in providing the services, without NOQ’s written consent.

14.10 During the term and for 24 months after termination, the Client shall not directly or indirectly solicit or employ any employee of NOQ who has been involved in the provision of services under this Agreement, without NOQ's prior written consent. This shall not prevent the Client from hiring any person who responds to a general public advertisement not targeted at NOQ employees.