Handshaik Terms and Conditions

These Terms and Conditions govern your access to and use of the services provided by Handshaik Limited ("Handshaik", "we", "our", or "us"). Handshaik is a UK-based software-as-a-service (SaaS) provider that enables business developers to identify, manage, and nurture client relationships. By accessing or using our platform, website, or related services, you agree to comply with and be bound by these Terms and Conditions. Handshaik Limited is a company registered in England and Wales (Company No. [insert number]), with its registered office at [insert registered address].

1. Definitions

In these Terms and Conditions the following phrases and words have the meanings described below:

• Agreement the specific detail of the Contract and obligations between the parties party thereto as set out in the document titled “Handshaik – Software and Services Agreement”;
• Handshaik Handshaik Limited (Registered in England and Wales with Company Number 15860745) of Parkhill Studio Walton Road, Parkhill Studio, Wetherby, United Kingdom, LS22 5DZ or its successors in title or assigns;
• Business Day is a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
• Charges the payments to be made for the Services by the Customer as set out in the Agreement;
• Contract the contract between the Customer and Handshaik for the supply of the System as detailed in the Agreement and which shall incorporate these Terms and Conditions;
• Contract Period the period of time set out in the Agreement;
• Customer the customer company named in the Agreement;
• Data Protection Legislation the Data Protection Act 2018 and the UKGDPR (as defined in the Data Protection Act 2018);
• Initial Term means the initial term described in the Agreement.
• Liability Amount the amount specified in Clause 10.1 below;
• Parties the legal business entities named on the Agreement;
• Personal Data has the meaning given to it by the Data Protection Legislation;
• Purchase Price the price stated in the Agreement for the purchase by the Customer of the System sold by Handshaik to the Customer; Price List the listing of specific prices which can be downloaded by visiting http://www.handshaik.com and may change from time to time:
• Renewal Term means the renewal term described in the Agreement.
• Services the services relating to the System as set out in the Agreement between Handshaik and the Customer, including basic training, System services, customer support, together with those shown on the Agreement and any other services Handshaik agrees to provide to the Customer during the Term;
• Software the web browser Interface (including all related documentation and manuals) supplied by Handshaik;
• Specification the specification for the Software as set out in the “Handshaik: The Future of Dealmaking” document provided or made available to the Customer.
• Term the Initial Term together with any Renewal Term(s);
• Warranty the express warranty given in clause 9 by Handshaik relating to the Software and its performance;
• Warranty Period the period as defined in Clause 9.3;

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1.2 Reference in these Terms and Conditions to the singular shall be deemed to include the plural and vice versa;

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1.3 Headings to Clauses are included for reference only and so shall not affect the interpretation of these Terms;

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1.4 References to written and in writing shall include email or letter, but not fax.

2. Contract Formation

2.1 The Agreement constitutes an offer by the Customer to purchase the Services in accordance with these Terms and Conditions;

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2.2 The offer set out in the Agreement shall only be accepted when Handshaik issues a signed acceptance of the completed Agreement, at which point and on which date the Contract between the parties shall come into existence (The Commencement Date) and such Contract shall be subject to these Terms and Conditions;

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2.3 The Contract shall remain in effect for the Initial Term. It shall thereafter continue for subsequent periods equal to the Renewal Term unless terminated by either party giving no less than 30 days’ notice before the end of the Initial Term or a Renewal Term (as the case may be).

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2.4 These Terms and Conditions shall take precedence over any terms implied in any way (whether by custom, behavior, or otherwise) or which the Customer attempts to incorporate;

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2.5 No variation of the Agreement shall be binding unless agreed in writing between the authorised representatives of the Parties. At the request of either party the other party will verify whether any individual has the requisite authority;

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2.6 Any examples, descriptive matter, or advertising issued by Handshaik, and any descriptions or illustrations contained in Handshaik’s literature, or otherwise, are issued or published for illustrative purposes only and shall not form part of the Contract nor have any contractual standing;

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2.7 Any agreement, amendment or variation of an agreement signed during the course of business between Handshaik and the Customer using a recognised digital signatory platform shall be legally binding as if executed in hard copy.

3. Charges and Payment

3.1 In consideration of the Provision of the Services by Handshaik, the Customer shall pay to Handshaik the Charges;

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3.2 On each anniversary of the Commencement Date (or, where the Initial Term is shorter than one year, on renewal of the Term), Handshaik may vary the Charges by reference to its then-current standard pricing. Alternatively, Handshaik may increase the Charges in line with the percentage change in the RPI (Retail Price Index) since the Commencement Date (or previous adjustment), giving the Customer at least one month's written notice;

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3.3 Invoices will be sent to the Customer each month or in accordance with the Agreement;

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3.4 The Customer agrees that Handshaik may charge for usage-based services beyond the standard subscription (including, but not limited to, additional AI credits or overages), in accordance with Handshaik’s then-current pricing. Such charges will be automatically billed and collected via direct debit without separate prior notice. Details of usage and applicable charges will be visible within the Handshaik platform;

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3.5 Invoices may be settled by way of Direct Debit or an alternative form of payment agreed with Handshaik and set out in the Agreement;

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3.6 The Customer agrees to make all payments due under the Agreement without any deduction, whether by way of set off, counterclaim, discount, abatement or otherwise;

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3.7 All payments and fees due under the Agreement are subject to VAT and any other applicable taxes, duties, or levies, which will be charged to the Customer at the then-prevailing rate. Except as specified otherwise, the Customer shall pay to Handshaik all charges due immediately upon invoice;

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3.8 Without prejudice to any other rights Handshaik may have, if the Customer fails to pay any sum due to Handshaik on a due date, and Handshaik has provided the Customer with a written reminder requesting payment, then after a further 14-day grace period has elapsed without payment, Handshaik may:

(a) charge interest (both before and after any judgment) on the amount unpaid at the rate specified under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until the date of payment;

(b) charge an administration fee (the cost of recovery) from the due date until the date of payment;

(c) suspend the provision of any Services provided under the Agreement until all such payments due, including all interest accrued and any costs incurred, have been paid in full.

4. Service Delivery

4.1 Subscription Charges / Licence

4.1.1 Subject to payment of the Charges, Handshaik hereby grants the Customer a non-exclusive, non-transferable right and licence during the Term (without the right to grant sublicences) to permit its authorised users to access and use the Software solely for the Customer’s internal business operations, in accordance with the usage limits, credit limits and/or user allocations set out in the Agreement or applicable Order Form;

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4.1.2 The Charges will accrue from the date when the System is delivered and will be payable during the Term.;

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4.1.3 Notwithstanding clause 4.1, the Customer may only terminate the Agreement before the end of the Term by giving Handshaik one month’s written notice of termination and paying to Handshaik all of the Charges which would otherwise have fallen due but for early termination, calculated to the end of the Term;

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4.2 Service Limitations and Maintenance

4.2.1 The System may be unavailable during scheduled maintenance windows or due to unscheduled outages from time to time. Scheduled maintenance (if required) will typically take place once per week on Sundays between 02:00 and 05:00 (UK time), and Handshaik will provide prior notice where practicable.

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4.2.2 Handshaik reserves the right to make such changes and improvements to the Software as it considers necessary or appropriate from time to time, save that such changes and improvements shall not result in a reduction of functionality or loss of material features.

5. Software

5.1 Handshaik will provide the Customer with any upgrades of the Software it develops during the Term and updated training materials.

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5.2 The Customer acknowledges that all intellectual property rights in the Software belong to Handshaik and it shall acquire no rights to any intellectual property rights in the Software other than as expressly set out in this Contract;

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5.3 By entering into the Agreement the Customer undertakes:

(a) to use the Software exclusively in connection with its internal business operations;

(b) make no copies of the Software;

(c) to not allow any third party to access or use the Software;

(d) not demonstrate or provide details of the Software to any third party without Handshaik’s prior consent;

(e) make no alteration to or modification of the whole or any part of the Software nor permit the Software or any part thereof to be combined with or become incorporated in any other programs, nor decompile or disassemble the object code version of the Software nor attempt to do any of such things, save only according to the extent that such cannot be precluded by section 296A of the Copyright, Designs and Patents Act 1988.

6. Customer Support

6.1 Handshaik will provide a support desk for answering any queries on the use of the Software;

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6.2 The support desk will be available between 8:00 and 18:00 hours on any Business Day; however, Handshaik reserves the right to vary these hours from time to time, with changes published in advance.

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6.3 Handshaik will aim to respond to support requests in line with the following severity levels:

• Severity 1 – Critical: System unusable or major functions inoperable, with no workaround
  
  • Target response time: within 2 business hours
  • Target resolution time: within 1 business day
• Severity 2 – High: Significant impact on core functionality, no reasonable workaround
  
  • Target response time: within 4 business hours
  • Target resolution time: within 2 business days
• Severity 3 – Medium: Partial loss of functionality or degraded performance with workaround
  
  • Target response time: within 1 business day
  • Target resolution time: within 5 business days
• Severity 4 – Low: Minor issues, cosmetic faults, or general enquiries
  
  • Target response time: within 2 business days
  • Resolution: as soon as reasonably practicable

6.4 To enable Handshaik to provide Customer Support, the Customer must:

(a) provide Handshaik, free of charge, with access to the Software and all information and services reasonably required to deliver such support;

(b) notify Handshaik promptly upon becoming aware of any fault in the Software;

(c) not alter, modify, decompile, or disassemble the Software or permit it to be incorporated into other programs, except as expressly permitted by this Agreement;

(d) ensure that all Customer personnel using the Software are properly trained and competent in its use; and

(e) comply with any technical or usage requirements notified by Handshaik from time to time.

(f) respond promptly to any Customer Support requests to enable timely resolution.

(g) consent to receive all relevant communications in relation to

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6.5 The Customer consents to receive all communications from Handshaik in whatever form reasonably required, including but not limited to email, telephone, text message, and letter. The Customer acknowledges that, depending on the ticketing or communication tool used, such communications may be categorised as marketing, and agrees to receive them on that basis.

7. Training

7.1 Handshaik will provide training to the Customer as agreed in the Agreement. If no specific further training has been agreed then Training will be web-based and provided by Handshaik’s Customer Support team;

8. Customer Obligations

8.1 The Customer shall:

8.1.1 ensure that the terms of the Agreement are complete and accurate;

8.1.2 provide Handshaik with:

(a) all necessary co-operation in relation to any applicable Contract; and

(b) all necessary access to such information as may be required by Handshaik to provide the Software;

8.1.3 comply with all applicable laws and regulations with respect to its activities under any applicable Contract;

8.1.4 carry out all other Customer responsibilities set out in these terms 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, Handshaik may adjust any agreed timetable or delivery schedule as reasonably necessary;

8.1.5 ensure that its employees, agents and authorised independent contractors use the Software and associated documentation in accordance with the Contract and shall be responsible for any such person’s breach of the Contract;

8.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for Handshaik, its contractors and agents to perform their obligations under the Agreement, including without limitation the supply of the Software;

8.1.7 ensure that its network and systems comply with the relevant specifications provided by Handshaik from time to time; and

8.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Handshaik’s data centres, 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;

8.1.9 ensure that its systems run the minimum supported versions of key software (as published and amended by Handshaik from time to time). Handshaik shall not be obliged to provide Services where the Customer fails to meet this requirement.

8.1.10 The Customer shall maintain appropriate and up-to-date security measures, including but not limited to firewalls, anti-virus protection, operating system patches, and other safeguards consistent with good industry practices, to protect its systems and data and prevent unauthorised access to or interference with the Software.

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8.2 The Customer undertakes that:

8.2.1 it will not allow or suffer any individual to make use of the Software and/or any associated documentation provided by Handshaik who is not an authorised employee, agent or independent contractor of the Customer;

8.2.2 The Customer shall permit Handshaik to audit its use of the Services to verify compliance with this Agreement. Audits will be conducted no more than once per year (unless Handshaik has reasonable grounds to suspect a breach), and will be performed remotely. Each party shall bear its own costs unless a material breach is identified, in which case Handshaik may recover reasonable audit costs;

8.2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Software 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) in a manner that is otherwise illegal or causes damage or injury to any person or property;

and Handshaik 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;

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8.3 The Customer shall not:

8.3.1 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 the Contract, 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 provided by Handshaik (as applicable) in any form or media or by any means; or

8.3.2 attempt to reverse engineer, decompile, disassemble or otherwise attempt to derive any or part of source code from the Software, nor conduct penetration testing, load testing or any similar activity without Handshaik’s prior written consent. Any costs, losses or damages incurred by Handshaik as a result of breach of this clause shall be recoverable in full and shall not be subject to the limitation of liability under Clause 10.; or

8.3.3 access all or any part of the Software and/or the associated documentation provided by Handshaik to build a product or service which competes with the Software and/or the associated documentation; or

8.3.4 use the Software and/or documentation to provide or resell similar services to third parties; or

8.3.5 subject to clause 15, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software and/or the associated documentation available to any third party, or

8.3.6 attempt to obtain, or assist third parties in obtaining, access to the Software and/or associated documentation, other than as provided under this clause 8;

8.3.7 publish or cause to be published any false or defamatory statements about Handshaik on social media or any public forum. All concerns shall be directed to Customer Service. The Customer agrees to indemnify Handshaik in full for any loss of business caused by such statements.

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8.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and/or the associated documentation provided by Handshaik and, in the event of any such unauthorised access or use, promptly notify Handshaik of such occurrence.

9. Warranty

9.1 Handshaik warrants that during the Term the Software will be of satisfactory quality and fit for its purpose as set out in the Specification.

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9.2 Except as expressly provided in the Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract between the Parties;

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9.3 Except as specified otherwise in the Agreement, if the Software is or becomes of unsatisfactory quality during the Term, Handshaik will (at its option) repair or replace the Software free of charge, subject to the terms of the Contract. For the avoidance of doubt, this obligation shall not apply if the defect(s) or non-performance is caused by an act or omission of the Customer. The aforementioned liability of Handshaik will be the Customer’s sole remedy and will be in full and final settlement of and represents the entire liability of Handshaik for the performance of the Software arising under or in connection with the Contract and, accordingly, Handshaik shall not be liable to the Customer for any other losses, costs, claims, damages, liabilities or expenses arising to the Customer either directly or indirectly (and including without limitation direct loss or profits and costs) whether in contract, tort or otherwise however arising all of which are fully excluded. Handshaik reserves the right from time to time to modify the design, operation or performance of the Software so long as the same does not adversely affect the functionality of the Software;

10. Liability

10.1 The liability of Handshaik whether in contract, tort (including negligence), misrepresentation or otherwise for any loss or damage suffered by the Customer arising out of or in relation to the Contract shall be limited to the refund of the total sum paid by the Customer under the Contract during the period of 12 months before the date on which the event giving rise to such loss or damage occurred (Liability Amount);

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10.2 Handshaik shall not in any circumstances be liable whether in contract, tort (including negligence) or otherwise for any loss of profits, business or revenues, loss of contracts, loss of business opportunity, loss of anticipated saving, loss of goodwill or damage to reputation or for any special, indirect or consequential loss, in any case whether suffered by the Customer or any other person as a result of Handshaik’s breach of the Contract and the parties agree that the categories of loss as referred to at this Clause 10.2 shall be distinct and severable;

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10.3 Subject to Clause 10.7, Handshaik shall have no liability in respect of the Customer’s inability to use or errors in the functioning of the Software which are attributable to operator error; provision of incomplete and/or incorrect information by the Customer; power failures; malicious interference; any downtime or outages from any supplier, subcontractor or other lack of coverage of the mobile telecommunications network used by the Software;

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10.4 Any key performance indicators Handshaik provides are for guidance purposes only, and unless otherwise agreed in writing, failure to comply with a key performance indicator shall not be a breach of the Agreement (including these terms);

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10.5 For the avoidance of doubt, the limitation of liability in this Clause shall not apply to Handshaik’s right to recover in full any costs, losses or damages under Clauses 8.3.2 and 8.3.7.

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10.6 The Customer bears sole responsibility for implementing business continuity measures in the event of a failure of the Software and, as such, the parties agree that the Liability Amount is fair and the Customer accepts the limits as set out in this Clause 10;

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10.7 Nothing in the Contract shall affect or limit Handshaik’s liability for personal injury or death resulting from its negligence or fraudulent misrepresentation;

10.8 The Customer indemnifies Handshaik against any loss or damage suffered by Handshaik as a result of a claim by any third party arising out of or in connection with Customer’s sale of goods or services to that third party;

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10.9 The Customer shall indemnify and keep indemnified Handshaik against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Customer of its obligations under the Agreement.

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10.10 The Customer shall indemnify and keep indemnified Handshaik against all losses, damages, claims, liabilities, costs and expenses (including legal fees on a full indemnity basis) arising out of or in connection with: (a) any misuse of the Software by the Customer or its users; (b) any infringement of third-party intellectual property rights caused by Customer data, inputs, or customisations; and (c) any breach of the Customer’s obligations under this Agreement.

11. Data Protection

11.1 For the purpose of this section, “controller”, “processor”, “data subject”, “processing”, “personal data breach”, “supervisory authority”, and “appropriate technical and organisational measures” will be interpreted in accordance with the current UK & EU Data Protection Legislation;

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11.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation;

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11.3 The parties acknowledge that the Customer is the data Controller, and Handshaik is the data Processor of any Personal Data that is processed by or on behalf of the Customer while performing its obligations under the Agreement;

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11.4 In using the Handshaik Services, the Customer may pass to Handshaik Personal Data relating to its prospects, customers, employees and other persons with whom the Customer has interests. The Agreement and the passing of Personal Data to Handshaik by use of Handshaik Services constitute processing instructions for which the Customer guarantees to Handshaik that it has a legal basis in accordance with the current regulations relating to Personal Data. Handshaik maintains a register of the categories of Personal Data that Handshaik anticipate may be managed by the Customer using the Handshaik services. The Personal Data is collected by the Customer to manage its business, increase it productivity and develop its business or organisation activities;

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11.5 Without prejudice to the generality of clause 11.2 and 11.3, the Customer will ensure that:

(a) for all processing of Personal Data based upon consent, it has obtained and maintains the consent of the person concerned for data collection, use and transmission to Handshaik as a sub-processor and to subsequent sub processors of Handshaik;

(b) it has all necessary appropriate notices in place to enable lawful transfer of the Personal Data to Handshaik and its sub-processors for the duration and purposes of the Agreement;

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11.6 Without prejudice to the generality of clause 11.2 and 11.3, Handshaik shall, in relation to any Personal Data processed in connection with the performance by Handshaik of its obligations under the Agreement:

(a) process that Personal Data only to fulfil its obligations under the Contract or on the written instructions of the Customer unless Handshaik is required by the laws or regulation of the United Kingdom, any member of the European Union or by the laws of the European Union applicable to Handshaik to process Personal Data (Applicable Laws). Where Handshaik is relying on laws or regulations of the United Kingdom, or laws of a member of the European Union or European Union law as the basis for processing Personal Data, Handshaik shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Handshaik from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, 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 (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that any staff or personnel authorised to process the Customer Personal Data are subject to a binding duty of confidentiality in respect of such data;

(d) not transfer any Personal Data outside of the United Kingdom and European Economic Area unless the prior written consent of the Customer has been obtained or the following conditions are fulfilled:

(i) the Customer or Handshaik has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) Handshaik complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) Handshaik complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(e) assist the Customer, at the Customer’s cost, in complying with their obligations under the Data Protection Legislation relating to:

(i) responding to requests from a Data Subject exercising their data subject rights;

(ii) complying with its own data processing security obligations;

(iii) Personal Data breach;

(iv) Data protection impact assessments; and

(v) consultations with the applicable supervisory authority following a privacy impact assessment;

(f) notify the Customer without undue delay on becoming aware of a Personal Data breach of the Customer’s Personal Data, with further information about the breach provided in phases as information becomes available and provide full and prompt information and assistance to the Customer and any applicable law enforcement authority (including any applicable supervisory authority) in relation to such breach;

(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer within 1 month following termination of the Agreement unless required by Applicable Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and shall, with 28 days’ notice, make available to the Customer or grant to the Customer and its auditors (subject to a maximum of one audit request in any 12 month period), and any applicable law enforcement authority (including any applicable supervisory authority), a right of access to, and to take copies of, any information or records kept by Handshaik pursuant to this clause 11; and

(i) notify the Customer immediately if, in Handshaik’s opinion, an instruction for the processing of the Customer Personal Data given by the Customer breaches any provision of the Data Protection Legislation;

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11.7 The Customer consents to Handshaik appointing third parties (list available upon request) as a third-party sub processor of Personal Data under the Contract. Handshaik confirms that it has entered or (as the case may be) will enter with the third-party processors into a written agreement. As between the Customer and Handshaik, Handshaik shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 11. Upon written request from the Customer Handshaik will make available a list of sub- processor categories;

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11.8 Handshaik will notify the Customer without undue delay in writing if it receives from any data subject whose personal data forms part of the Customer Personal Data, or any applicable law enforcement authority (including any applicable supervisory authority):

(a) any communication seeking to exercise rights conferred on the data subject by the Data Protection Legislation;

(b) any complaint or any claim for compensation arising from or relating to the processing of the Customer Personal Data; or

(c) any communication from any applicable law enforcement authority (including any applicable supervisory authority).

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11.9 The table below sets out the subject matter and the duration of the processing, the nature and purpose of the processing under the Agreement, the types of Customer Personal Data that Handshaik will process and the categories of Data Subject whose Personal Data is processed: Required details:

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11.10 Handshaik may collect, use, and process data generated through the Customer’s and its users’ use of the Services, including data identifiable to individual users and customers. Handshaik may use such data for service delivery, product enhancement, analytics, benchmarking, and other lawful business purposes. Handshaik shall ensure that any such use complies with applicable Data Protection Legislation.

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11.11 Without prejudice to clauses 11.2 and 11.3, the Customer consents to Handshaik contacting the Customer’s nominated representatives for operational, service-related and account communications in any form (including email, telephone, text message and letter) as reasonably required for the performance of this Agreement. The Customer acknowledges that, depending on the ticketing or communication tool used, such communications may be categorised as marketing by those tools. For the avoidance of doubt, this clause does not affect the service of formal Notices under clause 14.

12. Default and Termination

12.1 Handshaik can terminate the Contract by giving the Customer written notice if the Customer;

(a) fails to pay any sum due under the Agreement or any other agreement with Handshaik and does not remedy such failure within 14 days of receiving written notice from Handshaik; or

(b) has knowingly provided any materially false information to Handshaik in connection with the Contract; or

(c) materially breaches the terms of the Contract or any other agreement with Handshaik and fails to remedy such breach (if remediable) within 14 days of written notice; or

(d) breaches the terms of any software licence provided in connection with the Software; or

(e) is an individual and has a petition presented against it for bankruptcy or proposes any scheme of arrangement or composition with its creditors; or

(f) is a company and is unable to pay its debts as they fall due or it has a receiver appointed or a petition is presented (or resolution passed) for the appointment of an administrator or administrative receiver or for its winding up or proposes any scheme of arrangement or composition with its creditors;

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12.2 If Handshaik gives the Customer notice under Clause 12.1 and the Agreement is terminated before the end of the Term the Customer must recompense Handshaik for all loss and damage which it has suffered by reason of such early termination. The Customer will in any event pay to Handshaik on demand any costs and expenses (including legal costs) which Handshaik incur in enforcing the terms of the Contract following breach by the Customer and on an indemnity basis;

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12.3 Notwithstanding any other provision in the Contract all payments payable to Handshaik under it shall become due immediately upon termination.

13. Force Majeure

13.1 Handshaik shall not be liable for any delay in performing any of its obligations or any failure of the Software to perform any of its functions under the Agreement caused by force majeure including, but not limited to:

(a) emergency, acts or omissions of Government, highway, telecommunications operators, regulatory or other competent authority, unofficial or otherwise unlawful industrial action of any kind, riot, civil unrest, environmental conditions, severe inclement weather, inability to obtain supplies of power, fuel or transport;

(b) breakdown or malfunctioning of the World Wide Web or other communication links between Handshaik and the Customer’s computer network;

(c) viruses introduced to the Software by the Customer’s computer network or otherwise;

(d) external hacking of information within the Software; and/or

(e) any other cause beyond Handshaik’s reasonable control.

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14. Notices and Waiver

14.1 Any notices given under the Agreement shall be in writing and shall be sent to the Customer’s address given in the Agreement or subsequently notified by the other party (in writing) for such purpose and shall be deemed to have been duly given or made:

(a) if sent by first class post or recorded delivery, two clear Business Days after posting; and

(b) if sent by e-mail, one Business Day after sending;

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14.2 Failure or delay by either party to exercise any right in the Agreement shall not be a waiver of any such right nor operate so as to bar the subsequent exercise of it or of any other right and no single or partial exercise of any right or remedy under the Agreement shall prevent any further exercise of the right or remedy or of any other right or remedy.

15. Assignment

15.1 The Customer may not assign the benefits or its obligations under the Contract without Handshaik’s prior written consent, not to be unreasonably withheld;

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15.2 Handshaik may assign, transfer, novate, or otherwise deal with any of its rights or obligations under this Agreement, including as part of any merger, acquisition, investment, or sale of business, without the Customer’s consent.

16. Confidentiality

16.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party;

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16.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 16; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority;

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16.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Agreement.

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16.4 Notwithstanding the foregoing, Handshaik may disclose the Customer’s name and trade marks for the purpose of marketing, publicity and case studies, unless the Customer notifies Handshaik in writing that it does not consent to such use.

17. Entire Agreement

17.1 The Agreement constitutes the entire contract 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;

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17.2 Each party acknowledges that in entering into the 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 the Agreement or these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement;

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

18. Third Party Rights

18.1 Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms;

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18.2 The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.

19. General

19.1 If any provision of the Agreement shall be held illegal or unenforceable, such provision shall be severed and the remainder of the Agreement shall remain in full force and effect unless the business purpose of the Contract between the parties is frustrated thereby;

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19.2 The whole of the Contract is set out in the Agreement and these Terms and Conditions. No other terms or representations apply to or are incorporated into the Contract between the Parties and no subsequent variation shall be effective unless set out in writing and signed by a duly authorised representative of the Customer and by a director of Handshaik;

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19.3 The terms of the Contract shall take precedence over any other terms and conditions implied in any way (whether by custom, conduct, or otherwise) specified in any purchase orders or agreements issued by the Customer unless agreed in writing by both parties.

20. Dispute Resolution

20.1 The Parties shall use their best endeavours to comply with the Pre-Action Protocol for Civil Claims under the Civil Procedure Rules, including engaging in good faith discussions and mediation as a preferred method of dispute resolution prior to commencing legal proceedings.

21. Governing Law

21.1 The Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

Last Updated: 26th September 2025