Customer Agreement

Last updated:

July 18, 2022

SPEEKI CUSTOMER AGREEMENT (TERMS & CONDITIONS)

These are the terms and conditions on which Speeki will provide the Services and the Licences to the Customer.

Background:

A. Speeki is the owner of:

I. a software platform that enables an entity’s employees, partners and suppliers to report concerns or misconduct to that entity in a secure and prompt manner. The software platform is hosted by Speeki with specific features accessed via a website or a mobile application and dependent on set access levels; and

II. an interactive training program that can be used to deliver targeted responsibility-based content to an entity’s employees. The training program is typically delivered using an entity’s existing learning management system.

B. Speeki also provides professional and managed services to assist customers with compliance management.

C. The Customer has requested Speeki to provide services and licences of certain software, applications and/or content together with customisation and additional services, all as selected and described in the Schedule.

D. Speeki has agreed to provide the Services and the Licences to the Customer on the following terms and conditions and as set out in the Schedule (together the Agreement).

Agreed terms:

1. Term

The term of this Agreement:

(a) commences on the Commencement Date;

(b) continues until the later of:

(i) the end of the subscription term specified in the Schedule; and

(ii) the date the Services have been delivered by Speeki,

unless terminated earlier in accordance with clause 22 (Termination for cause); and

2. Speeki’s obligations

Subject to the Customer’s compliance with this Agreement, Speeki will:

(a) perform the Services; and

(b) license the Deliverables to the Customer,

on the terms of this Agreement.

3. Customer’s obligations

The Customer will:

(a) provide Speeki with information, access and materials required by Speeki to perform its obligations under this Agreement, in a timely manner;

(b) if the Services are to be provided at the Customer’s site, provide Speeki with reasonable access to its site, including access to the Customer’s premises, computer systems, personnel and office facilities;

(d) perform its responsibilities and comply with the restrictions regarding its access to and use of the Deliverables as set out in this Agreement.

4. Payment

4.1. The Customer must pay to Speeki:

(a) the Price;

(b) at cost, for all business class air travel, accommodation, meals and any other reasonable expenses for any travel performed under the direction of the Customer;

(d) if the Customer exceeds the subscription volumes specified in the Schedule, any additional fees chargeable by Speeki in respect of that excess licence use.

4.2. The Customer will pay invoices issued by Speeki under this Agreement within 30 days after the Customer’s receipt of that invoice.

4.3. If an invoice is disputed the Customer must pay the undisputed part of the invoice (if any) and dispute the balance of the invoice in accordance with clause 18 (Disputes).

4.4. All payments to be made to Speeki under this Agreement will be made by direct deposit or electronic funds transfer directly to Speeki’s bank account, details of which are set out in the Schedule, on a same-day-available funds basis, and payments are deemed to be received on the date the payment is made by the Customer, unless the payment is dishonoured, in which case, payment is deemed not to have been received until cleared funds are received by Speeki.

5. Taxes

5.1. All amounts payable by the Customer under this Agreement are exclusive of Sales Taxes. To the extent that any supply made under or in connection with this Agreement is a taxable supply, the consideration for that supply is increased by an amount equal to that consideration multiplied by the rate at which Sales Tax is imposed in respect of the supply.

5.2. All payments to be made by the Customer to Speeki under this Agreement will be made without withholding or deduction for, or on account of, tax unless such withholding tax or deduction is required by law.

5.3. If the Customer is required by law to make any deduction or withholding for, or on account of, tax from any sum payable by it under this Agreement, then the Customer must together with such payment, pay an additional amount such that Speeki receives free and clear of any tax the full amount which it would have received if no deduction or withholding had been required.

5.4. A tax invoice issued by Speeki supersedes all previous quotations and proposals.

6. Delivery and installation

6.1. The parties will agree on:

(a) an estimated delivery date for the delivery of the Deliverables; and

(b) if applicable, an installation date for the installation of the Deliverables.

6.2. Speeki reserves the right to determine the method of providing the Services and supplying the Deliverables to the Customer and the cost of delivering the materials will be included in the Price unless otherwise agreed between the parties.

6.3. Except as otherwise specified in the Schedule, Speeki is under no obligation to deliver the Deliverables until the Customer pays the Price in full.

6.4. If Speeki requires access to the Customer’s sites, IT systems or platforms in order to perform the Services, Speeki will:

(a) obtain the Customer’s prior written consent for such access (except where IT system or platform access is required to address an emergency situation); and

(b) ensure that its personnel to whom such access is provided comply with the Customer’s policies and procedures, and all lawful and reasonable directions, issued by the Customer to Speeki in writing in relation to that access.

6.5. Speeki will, at its discretion or at the request of the Customer, subject to scheduling and staffing considerations, replace any Speeki personnel providing the Services with alternative Speeki personnel of equal or similar experience. Where the change is at the request of the Customer, Speeki will not be liable to the Customer for any failure or delay in providing the Services or such alternate Speeki personnel.

7. Licences and ownership of Intellectual Property Rights

7.1. The Customer will own all right, title and interest, including all Intellectual Property Rights, in the Customer’s Existing Materials and the Customer Content.

7.2. The Customer grants to Speeki a non-exclusive, irrevocable, perpetual, fully paid up, royalty-free and worldwide licence to use, copy, modify and adapt the Customer’s Existing Materials and the Customer Content for the purpose of providing the Services and the Deliverables to the Customer.

7.3. All Intellectual Property Rights and right, title and interest in the Customer’s names and/or logos remains with the Customer and no interest (other than the licence granted under this clause 7) or ownership is conveyed to Speeki.

7.4. Speeki grants to the Customer a non-exclusive and non-transferrable licence to access and use the Deliverables for the Customer’s internal business purposes:

(a) subject to paragraph 7.4(b), for the duration of the paid-up subscription term and in accordance with the subscription parameters (as specified in the Schedule); and

(b) in respect of Deliverables resulting from the provision of Advisory Services or Speeki Social, for the period specified in such Deliverables, and if no such period is specified, for the term of this Agreement.

7.5. Subject to clause 7.1, all Intellectual Property Rights and right, title and interest in the Deliverables remains with Speeki and no interest (other than the licence granted under this clause 7) or ownership is conveyed to the Customer.

8. Customer responsibilities and restrictions

8.1. The Customer is responsible for:

(a) all access to and use of the Deliverables; and

(b) the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Content and any other data entered into the Deliverables,

by any of the Customer’s authorised users, affiliates and any person to whom the Customer has given access, whether purposefully or by failure to use reasonable security precautions.

8.2. The Customer must:

(a) use commercially reasonable efforts to prevent unauthorised access to, or use of, the Deliverables, and notify Speeki promptly of any such verified unauthorised use;

(b) comply with all applicable laws in accessing and using the Deliverables;

(c) use the Deliverables only in accordance with the subscription volumes, restrictions and other subscription parameters subscribed to by the Customer (as specified in the Schedule);

(d) promptly (and in any event, within 14 days) notify Speeki if the Customer’s use of the Deliverables exceeds the subscription volumes subscribed to by the Customer (as specified in the Schedule);

(e) keep account details and passwords secure and confidential;

(f) only use passwords and user accounts which are rightfully possessed by the Customer; and

(g) within 7 days after termination of this Agreement or expiration of the paid-up subscription term for the relevant Deliverables, return to Speeki, or destroy or delete, all copies of the relevant Deliverables in the Customer’s possession or control and when the Customer has done so, the Customer must certify to Speeki that all such material has been returned, destroyed or deleted.

8.3. The Customer must not:

(a) attempt to gain unauthorised access to the Deliverables or any underlying platforms;

(b) make the Deliverables available to anyone but authorised users;

(d) lease, loan, resell, sublicense or otherwise distribute the Deliverables;

(e) use the Deliverables to provide or operate application service provider, service bureau, marketing, training, outsourcing or consulting services or any other commercial service related to the Deliverables;

(f) create derivative works in or modify, adaptor translate the Deliverables;

(g) copy any features, functions, processes or graphics of the Deliverables;

(h) reverse engineer, reverse compile or derive the source code of the Deliverables (except as permitted by law);

(i) build a competitive product or service or build a product or service using similar ideas, features, functions, processes or graphics of the Deliverables;

(j) upload to the Deliverables any information or data that does or may violate or infringe the rights of others; or

(k) upload any content to, connect to, or use the Deliverables to engage in activities that may damage, interfere with, surreptitiously intercept or expropriate the Deliverables or any related system, database or program (including through the use or transmission of viruses, Trojan horses, malware, worms, time bombs or bots).

9. Customer acknowledgments regarding hosted Deliverables

9.1. The Customer acknowledges and agrees that certain inherent features of hosted services can affect the delivery and reliability of such services. Although Speeki endeavours to provide high-quality services and products, it is not responsible for any delays, delivery failures or other loss or damage resulting from the issues set out in this clause 9.

9.2. Security – Speeki will use its best endeavours to prevent any third party from gaining unauthorised access to the Deliverables hosted by Speeki. However, no method of transmission over the internet or electronic storage is 100% secure and Speeki cannot guarantee absolute security.

9.3. Data backup – In respect of the hosted Deliverables Speeki provides data backup with 2 weeks retention, with daily differential and weekly full backup. Speeki conducts periodic reviews of the backup logs and periodic testing of the backups. The Customer may, using the Deliverables, download its data at any time during, and for a period of 14 days following the end of, the paid-up subscription term. After 14 days following the end of the paid-up subscription term all Customer data will be deleted and will not be recoverable.

9.4. Availability – Speeki will use its reasonable endeavours to ensure the Deliverables that are hosted by Speeki are available 24 hours per day, 7 days per week. However, the availability of those Deliverables may be subject to factors outside of Speeki’s control including limitations, delays and other problems inherent in the use of internet connectivity and electronic communications.

10. Customer acknowledgments regarding regulatory guidance

The Deliverables are designed to assist customers to comply with various regulatory requirements. However, Speeki is not a law firm and does not and will not provide legal advice. The Customer is responsible for understanding its legal obligations and the regulatory requirements applicable to its business and for selecting and using the Deliverables and the Services in a manner that enables such compliance. The Customer is responsible for all consequences of decisions made by, and acts or omissions of the Customer, any of its affiliates, suppliers and their respective personnel, using or on the basis of, any of the Deliverables or the Services. The Customer will indemnify and hold Speeki harmless against any losses, costs, claims, damages, expenses, liabilities, proceedings or demands (including reasonably legal fees) relating to, arising out of or in connection with any claim that Speeki or the Deliverables provided legal or regulatory advice.

11. Warranty

11.1. Speeki warrants that the Services will be provided with due care and skill, by competent and trained personnel.

11.2. All express or implied representations, conditions, warranties and terms relating to the Services and the Deliverables not contained in this Agreement are excluded from this Agreement to the extent permitted by law.

11.3. The Customer receives the Deliverables ‘as is’ and acknowledges that no warranties apply and no warranty period applies to the Deliverables and, subject to clause 12 (Support services), Speeki is under no obligation to provide content updates, software updates or any minimum level of support services for the Deliverables.

11.4. If the law implies or imposes a non-excludable conditional warranty which can be limited, the liability of Speeki to the Customer for breach of that conditional warranty is limited so that Speeki may decide to:

(a) in the case of services: the supplying of the services again, or the payment of the cost of having the services supplied again; or

(b) in the case of goods: the replacement of the goods, or the supply of equivalent goods, or the payment of the cost of replacing the goods, or of acquiring equivalent goods.

12. Support services

12.1. Support services will be provided by Speeki to the Customer for the duration of the paid-up subscription term and in accordance with the subscription parameters (as specified in the Schedule).

12.2. At all times during the paid-up subscription term, Speeki will also provide the following support services to the Customer via support@speeki.com and/or https://www.speeki.com/support.

(a) answers to queries on the Customer’s use of the Deliverables;

(b) addressing problems or issues that may arise during the Customer’s use of the Deliverables;

(d) providing general advice and guidance regarding Speeki’s products and services.

13. Services

The Customer acknowledges that:

(a) Speeki obtains information from a wide variety of publicly available sources. Any recommendations provided by Speeki are based on the professional judgement of Speeki personnel. Speeki does not and cannot guarantee the results of its recommendations. The Customer is solely responsible for electing to follow or not follow any information, advice or recommendations given by Speeki;

(b) the Services are not performed in accordance with any auditing, review or assurance standards, and the use of the terms ‘audit’, ‘assurance’, ‘review’ or similar in any materials or in any other form, whether express or implied, written or verbal, is not intended to suggest otherwise;

(c) Speeki is not qualified to and will not render any legal advice nor prepare any legal documents for the implementation of the Customer’s compliance plans; and

(d) the information, advice and recommendations given to the Customer by Speeki:

(i) are intended strictly for the Customer’s benefit, and no other person will be entitled to rely on such information;

(ii) may only be used for the purposes set out in this Agreement or as specified in the Deliverable; and

(iii) will not be updated by Speeki, and Speeki will not be responsible for any changes made by the Customer or a third party, after they have been delivered in their final form.

14. Third party claims

14.1. Speeki will:

(a) defend, or at its option, settle, any claim by a third party against the Customer on the basis of the Deliverable’s infringement of any Singapore, United States, Australian or New Zealand patent, trademark, copyright or trade secret; and

(b) pay any final judgement entered against the Customer on such claim or any settlement entered into by Speeki on the Customer’s behalf, provided that, the Customer:

(i) notifies Speeki promptly of each such claim;

(ii) gives Speeki sole control of the defence and/or settlement of the claim;

(iii) fully co-operates with Speeki in the defence and/or settlement of the claim; and

(iv) takes no action that may prejudice Speeki’s ability to defend the claim.

14.2. If all or any part of the Deliverables is, or in the opinion of Speeki is likely to become, the subject of a claim of infringement (Affected Deliverable), Speeki may in its sole discretion:

(a) procure for the Customer the right to use the Affected Deliverable;

(b) replace the Affected Deliverable with other suitable software, documentation, content or item (as applicable);

(d) if none of the foregoing remedies is commercially feasible (as determined by Speeki in its sole discretion), Speeki will refund, following return of the Affected Deliverable, a pro-rated (over the current paid-up subscription term on a straight-line basis) portion of the amount paid by the Customer to Speeki for the Affected Deliverable.

14.3. Speeki will have no indemnity or other obligations to the extent a claim is based on:

(a) failure to use an update provided by Speeki, if infringement could have been avoided by use of the update;

(b) combination, operation or use of the Deliverables with other products or materials not provided by Speeki, if such infringement would have been avoided in the absence of such combination, operation or use;

(d) modification, alteration or enhancement to the Deliverables not performed or expressly authorised by Speeki.

14.4. This clause 13 sets out the entire liability and obligation of Speeki, and the exclusive remedy of the Customer, for claims of infringement of third-party rights.

15. Limitation of liability

15.1. To the maximum extent permitted by applicable law, Speeki is not liable for, and no measure of damages will, under any circumstances, include:

(a) special, indirect, incidental, consequential or punitive losses; or

(b) economic loss, loss of profits or loss of any of the following – revenue, clients, bargain, goodwill, anticipated savings, use of products or equipment, software, data or management time.

15.2. Speeki’s liability to the Customer under, related to, in connection with or arising out of this Agreement or its subject matter is reduced to the extent that the Customer’s acts or omissions, or those of a third party, contribute to or cause any such liability.

15.3. Nothing in this Agreement limits or excludes any liability which cannot legally be limited or excluded including, but not limited to, liability:

(a) for fraud, fraudulent misrepresentation, dishonesty or wilful misconduct; or

(b) for personal injury, sickness or death.

15.4. Subject to clause 13 (Third party claims) and clause 14.3, the maximum aggregate liability of Speeki for all claims under, related to, in connection with or arising out of this Agreement or its subject matter, whether in contract, tort (including without limitation negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to the lesser of:

(a) an amount equal to the amounts paid by the Customer to Speeki under this Agreement in the 6-month period prior to the claim; and

(b) [US$100,000.00].

15.5. In calculating Speeki’s aggregate liability under this clause 14 the parties must include any amounts paid or the value of any goods or services replaced, repaired or supplied by Speeki in accordance with clause 11.4 (Warranty).

16. Additional work

16.1. The Customer may propose a change or variation to the Services under this Agreement by delivering a written notice to Speeki describing the proposed variation or change.

16.2. Within 5 Business Days after the date of receipt of a written notice from the Customer under clause 15.1, or if Speeki wishes to propose a change or variation to any part of the Deliverables or Services, Speeki will provide the Customer with a written proposal stating its proposed terms for supplying the subject matter of the variation including all relevant details required for the change, the changes in scope, implications and estimates as to costs and timing for implementing the proposed variation (Change Proposal).

16.3. If the Customer accepts, and wishes to proceed with, the Change Proposal, it will countersign the Change Proposal and the Schedule will be amended to give effect to the changes described in the accepted Change Proposal.

16.4. Speeki will continue to meet its obligations under this Agreement unchanged until the Change Proposal is approved by the Customer in accordance with clause 15.3.

17. Obligations of confidentiality

17.1. Each party must retain in confidence, and require its personnel to retain in confidence, the Confidential Information of the other party.

17.2. The receiving party must retain Confidential Information in as secure a manner as reasonably possible, but in no event less secure than the receiving party retains its own Confidential Information.

17.3. Confidential Information will remain the sole property of the disclosing party and must not be disclosed to any third party without the express written consent of the disclosing party.

17.4. A party must not use or copy the Confidential Information of the other party except in connection with and for the purposes of performing its obligations or exercising its rights under this Agreement.

17.5. A party will not be considered to be in breach of this clause 16 if the Confidential Information is disclosed:

(a) to a party’s personnel or subcontractors to whom disclosure is necessary in order to perform that party’s obligations or exercise its rights under this Agreement; and

(b) to a party’s professional advisers, but only to the extent necessary for those advisers to provide advice or protect the rights of that party under this Agreement,

and the receiving party imposes an obligation on such recipients to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement.

17.6. The obligations of confidentiality under this clause 17 survive rescission, expiration or termination of this Agreement.

18. Data processing, privacy and Personal Data

18.1. The Customer acknowledges and agrees that Customer Content and any other data entered into the Deliverables may be processed by Speeki’s network of third-party business parties that provide a variety of services including:

(a) AI/chatbot services;

(b) voice data transmission, recording and storage;

(d) text-to-speech and speech-to-text services; and

(e) data storage.

Any such sub-processors will be permitted to process Personal Data only to deliver the services that Speeki has engaged them to provide and they will be prohibited from using Personal Data for any other purpose. Any sub-processors to whom Speeki transfers Personal Data will have entered into written agreements with Speeki requiring that the sub-processor abide by terms substantially similar to this clause 18. A list of Speeki’s sub-processors can be found at "Speeki Sub-processors page".

18.2. Each party will ensure that any collection, use, disclosure or transfer of Personal Data in the course of performing its obligations under this Agreement:

(a) is done only to the extent necessary for the purposes set out in this Agreement, to perform its obligations under this Agreement or as required by law;

(b) complies with all Data Protection Laws applicable to the relevant party; and

18.3. Without limiting clause 18.1, each party will:

(a) not disclose Personal Data provided by the disclosing party under this Agreement without the disclosing party’s prior written consent or as required by law;

(b) ensure that no person engaged by a party who has access to any Personal Data provided to it under this Agreement uses, discloses or retains such Personal Data, except for the purpose of performing that person’s duties of engagement;

(c) take all reasonable steps to protect any Personal Data provided to it under this Agreement from misuse and loss, and from unauthorised access, modification or disclosure;

(d) comply with the disclosing party’s reasonable requests concerning:

(i) the security, use and disclosure of Personal Data provided to the receiving party under this Agreement;

(ii) access to and correction of any such Personal Data by the individual to whom it relates; and

(iii) any complaints about the handling of such Personal Data;

(e) notify the disclosing party as soon as reasonably practicable after the receiving party becomes aware that it may be required by law to use or disclose any Personal Data provided to it under this Agreement, and provide all reasonable assistance the disclosing party requests to resist or object to such use or disclosure;

(f) at its cost, promptly notify the disclosing party of any actual or suspected data breach relating to Personal Data; and

(g) on termination or expiry of this Agreement for any reason, promptly return to the disclosing party, or destroy, all copies of Personal Data that relates to this Agreement.

18.4. Should any Personal Data or commercially sensitive information be lost, or accessed or disclosed without Speeki’s authorisation, Speeki will take the steps outlined in its Data Breach Response Plan which can be found at Speeki Privacy Policy.

19. Disputes

19.1. The parties must endeavour to settle any dispute under, related to, in connection with or arising out of this Agreement (a Dispute) by negotiation between senior representatives of the parties, and failing resolution through such negotiations, by mediation.

19.2. Such mediation is to be conducted by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement within 10 Business Days after one party receiving the other party’s notice of Dispute:

(a) where the Customer’s registered head office is in the Southern Hemisphere, by a person appointed by the Singapore Mediation Centre (SMC); and

(b) where the Customer’s registered head office is in the Northern Hemisphere, by a person appointed by the Centre for Effective Dispute Resolution (CEDR).

19.3. The SMC’s Mediation Procedure or CEDR’s Model Mediation Procedure (as applicable) in force for the time being will apply to the mediation and the parties will co-operate fully with the SMC/CEDR as a facilitator of the mediation.

19.4. It is a condition precedent to the right of either party to commence arbitration or litigation, other than for interlocutory relief, that it has first offered to submit the Dispute to mediation in accordance with this clause 19.

20. Extension of time

If Speeki is unable to perform any of the Services or deliver any of the Deliverables within any time specified for such performance or delivery as a result of:

(a) a breach of this Agreement by the Customer, including any failure to provide Speeki with information, access and materials required by Speeki to perform its obligations under this Agreement;

(b) an assumption set out in the Schedule proving incorrect;

(d) another factor beyond the reasonable control of Speeki,

Speeki must notify the Customer in writing that it is not able to perform those Services or deliver the Deliverables within the time specified, and the time for performance of those Services and/or delivery of those Deliverables is extended for so long as is reasonably necessary to allow Speeki to perform those Services and/or deliver those Deliverables.

21. Suspension

21.1. Speeki may suspend the Customer’s access to and use of the Deliverables, without any liability to the Customer or any third party, if:

(a) the Customer is in breach of any of its obligations under clause 8 (Customer responsibilities and restrictions);

(b) the Customer does not co-operate with Speeki’s reasonable investigations in respect of any suspected breach of the Customer’s material obligations under this Agreement;

(c) there is an attack on the connecting equipment used to host or access the Deliverables, including hardware, software, networks, systems, gateways or services;

(d) Speeki is required by any law or government agency to do so; or

(e) any other event occurs for which Speeki believes a suspension of any of its services is necessary to protect the best interests of its ongoing service delivery and its customers.

21.2. Speeki will use reasonable endeavours to provide the Customer with as much advance notice of such suspension as is possible in the relevant circumstances.

22. Termination for cause

22.1. Without adversely affecting any other rights it may have, either party may terminate this Agreement at any time by giving not less than 14 days’ prior written notice of termination to the other party if:

(a) the other party is in breach of any of its material obligations under this Agreement and that breach is not remedied within 30 days after receipt of written notice requiring it to be remedied; or

(b) the other party is subject to an Insolvency Event.

22.2. On termination of this Agreement for any reason, all rights, obligations and licences of the parties under this Agreement will cease.

23. Preservation of rights

Termination, completion or expiry of this Agreement for any reason does not extinguish or otherwise affect:

(a) any rights of either party against the other which:

(i) accrued prior to the time of the termination, completion or expiry; and

(ii) otherwise relates to or may arise at any future time from any breach or non-observance of obligations under this Agreement which arose prior to the time of the termination, completion or expiry; and

(b) the provisions of this Agreement which by their nature survive termination.

24. Definitions and interpretation

24.1. In this Agreement:

Advisory Services are the advisory services, guidance, direction and coaching Speeki provides on corporate governance and compliance program development and improvements as described in the Schedule and which is to be provided to the Customer by Speeki under this Agreement.

Business Day means Monday to Friday (inclusive), excluding public holidays in the city where the Speeki contracting party is located;

Change Proposal has the meaning given to that term in clause 16.2 (Additional work);

Confidential Information in relation to a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any information which is in the public domain other than through a breach of confidence;

Commencement Date means the commencement date specified in the Schedule;

Customer Content means any data, file attachments, text, images, Personal Data or other content that is uploaded or submitted, or a report or other content that is generated from such content, using a software Deliverable and is processed by Speeki on behalf of the Customer. For clarity, Customer Content does not include usage, statistical or technical information that does not reveal the actual contents of Customer Content;

Data Protection Laws means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of processing Personal Data in question under this Agreement;

Deliverable means an item (whether software, documentation, content or otherwise) either described as a Deliverable in the Schedule or which results from the provision of a Services and which is to be provided to the Customer by Speeki under this Agreement;

Existing Materials means any Customer materials existing at the Commencement Date which are incorporated with the Deliverables and any other materials that are provided, or required to be provided, to Speeki by the Customer under this Agreement;

Insolvency Event means, in respect of an individual or body corporate, that it has ceased to trade or has a receiver, examiner, administrative receiver, administrator or manager appointed over the whole or the majority of its assets or undertakings, or has become insolvent or gone into liquidation (unless such liquidation is for the purpose of a solvent reconstruction or amalgamation), compounded with its creditors generally or has otherwise been unable to meet its debts as they fall due or has suffered any similar event in consequence of debt;

Intellectual Property Rights means copyright; all rights conferred under statute, common law or equity in relation to inventions (including patents); registered and unregistered trademarks; registered and unregistered designs; software, source code and circuit layouts; moral rights; confidential information; and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

Licences means the licences granted by Speeki to the Customer under clause 7.4 (Licences and ownership of Intellectual Property Rights);

Personal Data means information, data or opinion (including information or opinion forming part of a database) disclosed, furnished or made available directly or indirectly to Speeki by or on behalf of the Customer, whether true or not, and whether recorded in a material form or not, about an individual who can be identified from that information, data or opinion, or from other information, data or opinion which was disclosed, furnished or made available direct or indirectly to Speeki by or on behalf of the Customer;

Price means the total fees payable by the Customer to Speeki for the Services and the Deliverables specified in the Schedule;

Sales Tax means any sales, use, service, value added, goods and services, consumption, cess or duties or other similar tax or duties in any country which are chargeable on any sum payable in connection with the purchase of goods or services;

Schedule means the attached agreement details schedule;

Services means those services selected and described in the Schedule and may include Advisory Services, Speeki Social and installation, customisation and additional services; and

Speeki Social is a service that brings together social listening and ESG expertise to provide actional insights to supplement a customer’s compliance programs.

24.2. In this Agreement, the following rules of interpretation apply unless the contrary intention appears:

(a) headings are for convenience only and do not affect the interpretation of this Agreement;

(b) the singular includes the plural and vice versa;

(d) a term or expression starting with a capital letter which is defined in the Agreement has the meaning given to it in this Agreement;

(e) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(f) “includes” means without limitation;

(g) a reference to:

(i) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

(ii) a party includes its successors and permitted assigns;

(iii) a document includes all amendments to that document;

(iv) this Agreement includes all schedules and attachments to it;

(v) an agreement other than this Agreement includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and

(vi) a monetary amount is in United States dollars, except that the Price may be specified in an alternate currency in the Schedule;

(h) an agreement on the part of two or more persons binds them jointly and severally;

(i) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day; and

(j) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it.

25. Inconsistency

If there is any inconsistency between:

(a) these terms and conditions;

(b) the Schedule; and

the order of precedence between them will be the descending order listed above.

26. General

26.1. Assignment – The Customer may not transfer, assign, charge, mortgage or encumber any of its rights under this Agreement without the prior written consent of Speeki, which will not be unreasonably withheld.

26.2. Further assurances - Each party must, at the reasonable request of the other, do everything reasonably necessary to give effect to this Agreement and the transactions contemplated by it. This includes, but not limited to, the execution of documents.

26.3. No agency or partnership - Nothing in this Agreement is deemed to constitute either party as the agent, partner or joint venturer of the other.

26.4. Waiver and variation - A provision of or a right created under this Agreement may not be:

(a) waived except in writing signed by the party granting the waiver; or

(b) varied except in writing signed by the parties.

26.5. Severability – If a provision of this Agreement is invalid or unenforceable in a jurisdiction:

(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and

(b) that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.

26.6. No third-party rights – This Agreement does not confer any rights on any third party to enforce any term of this Agreement.

26.7. Contract for services – This Agreement is a contract for the provision of services and not a contract for the sale of goods. The parties agree that any ‘Sales of Goods’ acts or any substantially similar legislation enacted in the relevant jurisdiction, and the United Nations Conventions on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.

26.8. Entire agreement – This Agreement supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties.

26.9. Governing law – This Agreement, and all claims or causes of action (whether in contract, tort or statute) that maybe based on, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, will be governed by, and enforced in accordance with, the laws of the jurisdiction specified in the Schedule, including its statute of limitations. Each party irrevocably and unconditionally submits to the jurisdiction of the courts of the jurisdiction specified in the Schedule.

26.10. Notices - Notices under this Agreement must be in writing and may be delivered by hand, by mail or in digital form to the addresses of the parties set out in the Schedule or to such other address as a party may from time to time notify to the other party in writing. A notice or communication is deemed as having been received:

(a) in the case of hand delivery or digital form, on receipt by the recipient; and

(b) in the case of posting, three days after dispatch,

provided that, if a notice or other communication is served by hand on a day which is not a Business Day or after 5pm on any Business Day, such notice or communication will be deemed to have been received by the recipient at 9am on the following Business Day.

26.11. Counterparts – This Agreement may be executed simultaneously in two or more counterparts, each one of which will be deemed an original, and all of which will constitute one and the same instrument.

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