Master Agreement

Parties:

(1) the Kpler company identified in the Order Form (Kpler); and

(2) the customer identified in the Order Form (Customer),

each a party and together the parties.  

By executing an Order Form expressly referencing this  Master Agreement, Customer agrees to be bound by the  terms and conditions of this Master Agreement, effective  as of the Commencement Date.

Introduction:

Kpler provides subscription-based data, analytics and  intelligence services designed to enhance transparency  and support decision-making across global commodity,  energy, maritime and transportation markets. Through its  digital platforms, including Kpler and MarineTraffic, as well  as through APIs, data feeds, reports and other delivery  channels, Kpler collects, aggregates, processes, analyses  and presents information obtained from a wide range of  sources to transform complex and fragmented data into  market and operational intelligence.   This Master Agreement sets out the terms and conditions  that (i) apply to Kpler's appointment to provide certain  Services to Customer; and (ii) govern the overall  relationship between the parties with respect to the  provision by Kpler of those Services to Customer.

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It is agreed as follows:

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1. Definitions and interpretation

In this Master Agreement (including the Introduction) and the Order:

1.1 unless the context otherwise requires, the following  definitions apply:

Affiliate means, in respect of a party, any company,  partnership or other legal entity (other than a natural  person) which directly or indirectly Controls, is  Controlled by, or is under common Control with, that  party from time to time;

Annual Order Period means a twelve (12) month period starting on the Start Date, or the anniversary of the Start Date, as applicable, during the term of the Order, except that the final Annual Order Period may be a period of less than twelve (12) months depending on the effective date of termination of the Order;

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Authorised Users means those users authorised by Customer to access and use the Services, subject to and in accordance with the provisions of the Clause 3.3.1(b) and the Order;

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Business Day means any day that is customarily regarded in the country or locality where the Customer is established as a day when business is undertaken, excluding national, public, or bank holidays. If an obligation is to be performed on a day that is not a Business Day, the obligation will be performed on the following Business Day;

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Charges means the fees for the provision of the Services, as set out in the Order Form and/or Change Notice or otherwise agreed by the parties in writing;

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Change Notice means an order form for any move, add and change to new or existing Services;

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Commencement Date means the date upon which the Order Form is executed (i.e. the date Customer countersigns it following signature by Kpler, or vice versa);

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Confidential Information means any information  disclosed (directly or indirectly) by the disclosing  party to the receiving party pursuant to this Master  Agreement and/or the Order, or that is otherwise  reasonably expected to be treated in a confidential  manner by its nature or under the circumstances of  its disclosure, regardless of the form in which it is  disclosed and regardless of whether it is marked  “Confidential”, “Proprietary” or otherwise (including,  without limitation, documents, new branding and  visual identity details, marketing and business plans,  software, prototypes, samples, trade secrets, knowhow, financial information, data sets, and plant and  equipment);

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Control means, in respect of a person, the holding,  or controlling, in each case, directly or indirectly, of  shares or any similar rights of ownership in that  person bearing the majority (more than fifty per cent  (50%)) of voting rights attaching to all the shares or  other rights of ownership in that person or having  the power to direct or cause the direction and  management of the policies of that person whether  as a result of the ownership of shares, control of the  board of directors, contract or any power conferred  by the articles of association or other constitutional  documents of such person, and Controlling and  Controlled shall be construed accordingly;

Customer Affiliate means an Affiliate of Customer;

‍Data means, in respect of the Order, all data,  information, text, analyses, research, news, reports,  alerts, papers, articles, insights, commentaries,  assessments, opinion and thought leadership pieces,  summaries, presentations, graphs, charts and  drawings and other similar documents and  information (whether embodied in any electronic or  tangible medium) that is made available to  Customer, its Licensed Affiliates and/or Authorised  Users as part of, or that is otherwise accessed by any  such persons using, the Services (including, where  the Services include a subscription to Insight, all  such “Data” made available as part of Insight);

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End Date means the “End Date” stated in the Order  Form and/or Change Notice;

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Extended Subscription Period has the meaning  given in Clause 12.1;

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Force Majeure Event has the meaning given in Clause 18.1;

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Information Notice has the meaning given in Clause 9.2;

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Initial Subscription Period means the initial period starting on the Start Date during which Customer may, subject to the provisions of the Order, access and use the Services and Data, as set out in the Order Form. If no Initial Subscription Period is stated in the Order Form, the Initial Subscription Period shall be a period of twelve (12) months from the Start Date;

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Insight means the “Insight” service offering, which provides research and/or news in respect of certain types of commodities. Depending on the commodity type, the service may cover only research or news, or both research and news;

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Intellectual Property Rights means rights in the nature of passing off, get-up, registered designs and unregistered designs and design rights, topography rights, copyright (including copyright in software), moral rights, database rights, rights in inventions, patents, know-how, trademarks, service marks, trade secrets and other confidential information, and all other intellectual property rights and rights of a similar or corresponding character which may exist now or in the future subsist in any part of the world (whether registered or not or the subject of an application for registration) and including all rights to apply for, and obtain, registrations in respect of any and all of the foregoing, each for their full term including extensions, revivals and renewals thereof;

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Licensed Affiliate means, subject to 3.3.1(g), a Customer Affiliate that is expressly stated to be a “Licensed Affiliate” in the Order Form, if any;

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Master Agreement means this master agreement;

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Order means (i) the executed Order Form, which  creates a separate, legally binding contract between  the parties for the provision by Kpler of the Services;  and (ii) any Change Notice executed by the parties  pursuant to Clause 6 from time to time, in each case  incorporating the terms and conditions of this Master  Agreement (as amended from time to time in  accordance with Clause 18.7); (iii) and any other  documents incorporated by reference, to the  exclusion of all other terms and conditions (including  any terms and conditions which Customer may  purport to apply under any proposal, standard terms  of business, purchase order, confirmation of order or  similar document);

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Order Form means an order form for a Service which contains the parties’ agreement on the details of the Services, Charges, payment term, Start Date, Initial Subscription Period and any other terms that the parties agree to document in the Order Form;

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Relevant Period means the period during which the  Order is in force;

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Restricted Person means any person who from time to time (i) is named on a Sanctions List; (ii) is Controlled by, or acts on behalf of, a person named on a Sanctions List; (iii) is located, operating, ordinarily resident or incorporated in a Sanctioned Country; or (iv) is otherwise the target or subject of Sanctions;

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Sanctioned Country means a country, territory or region which is, or whose government is, the subject of Sanctions;

Sanctions means any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Sanctions Authority;

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Sanctions Authority means any competent sanctions authority, including the United Kingdom, European Union, any European Union member state, United Nations and its Security Council, and the US government, together with any government entity of any such sanctions authorities, such as the US Department of State, the Office of Foreign Assets Control and His Majesty’s Treasury;

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Sanctions List means a list of specifically designated nationals or designated persons held or administered by a Sanctions Authority;

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Services means the product(s), service(s) or solution(s) to be provided by Kpler pursuant to the Order, as set out in the Order Form and/or Change Notice;

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Start Date means the ‘Start Date’ stated in the Order Form and/or Change Notice;

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Subscription Period means the period during which Customer may access and use the Services and Data, which comprises the Initial Subscription Period and any Extended Subscription Period(s);

except as may otherwise be expressly agreed by the  parties in writing (in the Order Form or otherwise):  (a) only Authorised Users may access and use  the Services and Data, except that internal  reports or research prepared by Authorised  Users that:  (i) reference in high-level summary (but do not  reproduce) the Data;   (ii) set out high-level conclusions based on the  Data; and/or   (iii) set out fixed graphs, charts and diagrams  showing aggregated information, analyses  or recommendations based on the Data,   may be shared by Authorised Users with other  employees, officers, directors and staff  members employed or engaged by Customer  and its Licensed Affiliates for use in connection  with Customer and its Licensed Affiliates’  internal business purposes only, provided  always that such materials reference Kpler as  the source of the data that is used to prepare  such materials. Data accessed or extracted  from the Services (in its raw or any other form)  shall, however, only be accessed, used and  viewed by Authorised Users. Any material  produced by Authorised Users through their use  of the Data must reference Kpler as the source  of the Data;   (b) the Order Form sets out the maximum  number of Authorised Users permitted to  access and use the Services and Data. Each  Authorised User shall at all times be an  identifiable natural person who is an  employee, officer, director or other staff  member employed or engaged by Customer  or one of its Licensed Affiliates. A person  shall immediately cease to be an Authorised  User if they cease to comply with the  requirements of this Clause 3.3(b);  (c) access to the Services and Data shall be  through the means of access made  available or approved by Kpler from time to  time (which may include, for example,  platform or terminal access, API access, an  Excel add-in, cloud database, data feed or  other connector or integration). In respect of  each means of access, Customer shall  access and use the Services and Data only  in accordance with the access controls,  credentials and terms made available by  Kpler for that means (as set out in the Order  Form, the Change Notice, the Terms of Use  and/or as otherwise notified by Kpler from  time to time in accordance with Clause 4.4),  shall keep all account credentials and API  keys strictly confidential, and shall be  responsible for all access to and use of the  Services made using them;

TP Data has the meaning given in Clause 4.4;

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1.2 words importing the singular shall include the plural and vice versa;

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1.3 unless otherwise stated, references to Clauses are references to the clauses of this Master Agreement;

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1.4 Clause headings are included for convenience only and shall not affect the interpretation of this Master Agreement or the Order;

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1.5 any reference to persons, includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

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1.6 a reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute;

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1.7 any reference to a statute, statutory provision, subordinate legislation, code or guideline (legislation) is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; and

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1.8 any phrase introduced by the terms including, include, in particular, for example, such as or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

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2. Nature of this Master Agreement

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2.1 This Master Agreement is a master framework agreement governing the overall relationship between the parties relating to the provision by Kpler of Services to Customer.

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2.2 Customer appoints Kpler from the Commencement Date to provide Services to Customer as agreed by the parties from time to time in accordance with this Master Agreement and the Order Form. Kpler accepts such appointment on the terms and conditions of this Master Agreement and the Order Form.

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3. Services

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3.1 In respect of the Order:

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(a) Kpler will provide the Services to Customer: (i) in accordance with the Order and all applicable laws; and (ii) using reasonable care and skills consistent with prevailing industry standards; and

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(b) access to the Data as part of the Services shall be provided through the means of access stated on the Order Form or otherwise confirmed by Kpler, except as expressly agreed by the parties in writing (in the Order Form or otherwise).  

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3.2 Subject to the further provisions of this Master Agreement, in respect of the Order, Kpler hereby grants to Customer a non-exclusive, non-transferable licence to access and use, and allow its Licensed Affiliates to access and use, the Services and Data for the duration of the Subscription Period solely for Customer’s and its Licensed Affiliates’ internal business purposes only, which shall include internal research and internal reporting purposes, and in compliance with the provisions of this Master Agreement and the Order.

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3.3 Except as may otherwise be expressly agreed by the parties in writing (in the Order Form or otherwise):

(a) only Authorised Users may access and use the Services and Data, except that internal reports or research prepared by Authorised Users that:

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(i) reference in high-level summary (but do not reproduce) the Data;

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(ii) set out high-level conclusions based on the Data; and/or

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(iii) set out fixed graphs, charts and diagrams showing aggregated information, analyses or recommendations based on the Data,

may be shared by Authorised Users with other employees, officers, directors and staff members employed or engaged by Customer and its Licensed Affiliates for use in connection with Customer and its Licensed Affiliates’ internal business purposes only, provided always that such materials reference Kpler as the source of the data that is used to prepare such materials. Data accessed or extracted from the Services (in its raw or any other form) shall, however, only be accessed, used and viewed by Authorised Users. Any material produced by Authorised Users through their use of the Data must reference Kpler as the source of the Data;

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(b) the Order Form sets out the maximum  number of Authorised Users permitted to  access and use the Services and Data. Each  Authorised User shall at all times be an  identifiable natural person who is an  employee, officer, director or other staff  member employed or engaged by Customer  or one of its Licensed Affiliates. A person  shall immediately cease to be an Authorised  User if they cease to comply with the  requirements of this Clause 3.3(b);

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(c) access to the Services and Data shall be  through the means of access made  available or approved by Kpler from time to  time (which may include, for example,  platform or terminal access, API access, an  Excel add-in, cloud database, data feed or  other connector or integration). In respect of  each means of access, Customer shall  access and use the Services and Data only  in accordance with the access controls,  credentials and terms made available by  Kpler for that means (as set out in the Order  Form, the Change Notice, the Terms of Use  and/or as otherwise notified by Kpler from  time to time in accordance with Clause 4.4),  shall keep all account credentials and API  keys strictly confidential, and shall be  responsible for all access to and use of the  Services made using them;

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(d) Customer may access, receive, store and  use the Services and Data through such  approved means using its own (or a third  party’s) software, systems or solutions. In all cases, and irrespective of the means of  access, Customer shall ensure that the  Services and Data are not made accessible  to, or usable by, (i) any person other than  an Authorised User, or (ii) any third party  provider of any software, system or solution  (including any data aggregator);

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(e) without limiting Clause 3.3.1(c): (i) where  access to the Services requires an account,  login credentials and/or an email address  (for example, access to Kpler’s platforms),  each account will be assigned to a single  Authorised User, each Authorised User must  use their own individual corporate (and not  personal) email address, accounts cannot  be created using generic email addresses  that are not assigned to a specific  individual, and login credentials must only  be used by the Authorised User to whom  they are assigned and must not be shared  (multiple users are not permitted to use the  same account); and (ii) where the Services  include API access, Kpler shall issue API  keys to Customer on a per-integration or  per-use case basis as agreed in the Order  Form and/or Change Notice, and Customer  shall only use them for the purposes  permitted under the Order, shall not share  or disclose them to any third party, and  shall notify Kpler immediately upon  becoming aware of any unauthorised use or  disclosure of an API key (and Kpler may  revoke and reissue any compromised API  key without notice);

(f) if an Authorised User ceases to be employed  or engaged by Customer or a Licensed  Affiliate, or if Customer wishes to  permanently substitute one Authorised User  for another, Customer may request that  Kpler re-assigns the account to a new  Authorised User;

(g) the Order Form sets out details of any  Licensed Affiliates. Notwithstanding any  other provision of the Order, a person shall  automatically cease to be a Licensed  Affiliate in the event that (and with effect  from the date that) it ceases to be a  Customer Affiliate. Customer shall promptly,  but no later than thirty (30) days, notify  Kpler if any of its Licensed Affiliates ceases  to be a Customer Affiliate;

(h) Customer shall not (and shall ensure that its  Licensed Affiliates and Authorised Users  shall not, and shall not permit any third  party to):

(i) extract, export or copy any of the Data into  any other spreadsheet, database, system or  solution (other than Customer’s own internal  spreadsheets, databases, systems or  dashboards that are accessible only by  Authorised Users and that do not enable any  third party provider to access the Data),  whether by manual, automated or any other  means; or

(ii) display, publish, post, transmit, disseminate  or otherwise make available any of the  Data, or any work, output or material  derived from the Data, on any public map,  website, application, platform, social media  account or other publicly accessible  medium, without Kpler's prior express  written consent; or

(iii) reverse engineer, decompile, disassemble,  scrape, data-mine, harvest or otherwise  attempt to derive, extract or reconstruct  any of the Data, or the methodologies,  models, algorithms, formats or source code  underlying the Services; or use any robot,  bot, crawler, spider, script or other  automated means to access, monitor, index,  copy or bulk-extract the Services or the  Data, other than through a means of access  or integration made available or approved  by Kpler (including API access in accordance  with Clause 3.3.1(e)); and

(i) the licence granted pursuant to Clause 3.2  shall automatically terminate at the end of  the Subscription Period.

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3.4 Customer acknowledges and agrees that, in respect  of the Order:

(a) the Data (together with any other  documentation Kpler makes available to  Customer) is proprietary to Kpler or its third  party licensors and is Kpler’s Confidential  Information;  

(b) any rights, title and interests in and to the  Data (together with any documentation or  other materials Kpler makes available to  Customer) and Services, including any  Intellectual Property Rights, are and shall  remain the exclusive property of Kpler or its  third party licensors;  

(c) except as otherwise expressly set out in this  Clause 3, neither Customer nor any  Licensed Affiliate shall acquire any rights in  or to the Data or Services under the Order  or this Master Agreement.

3.5 For the avoidance of doubt, nothing in this Master  Agreement shall prevent Kpler from providing  Services and/or access to its Data to any other  parties, who may or may not compete with  Customer.

3.6 If an Authorised User experiences any problems  relating to the Services, Customer may contact  Kpler’s support team by email or using the online  support form. The hours during which support  operates are stated on Kpler’s website and may  change from time to time at Kpler’s sole discretion.  Upon notification of a problem, the support team will  try to resolve the problem as quickly as possible. In  respect of the Order, and except as expressly set out  otherwise in the Order Form, the provision of support  pursuant to this Clause 3.6 shall be included in the  Charges. Support does not include any problem or  question not directly related to the Services or that  arises because an Authorised User does not know  how to use the Services properly or does not use the  Services in accordance with Kpler’s instructions  made available to its users.

4. Use of the Services

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4.1 Customer shall ensure that its Licensed Affiliates and  Authorised Users comply with the provisions of the
Order and Customer shall be responsible and liable  to Kpler for all acts and omissions of such persons.

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4.2 In particular, Customer is responsible and liable to  Kpler for all consequences arising from the use or  misuse of any Authorised User’s credentials. Any  usage of the Services from an Authorised User’s  account shall be deemed to have originated from  Customer.

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4.3 Customer shall (and shall ensure the Licensed  Affiliates and Authorised Users shall) at all times  comply with applicable laws and the applicable terms  of use for the Services (the Terms of Use), as  amended from time to time, which are made  available on Kpler’s website via the link specified in  the Order Form.

4.4 Customer acknowledges that its (and its Licensed  Affiliates’ and Authorised Users’) access to and use  of the Services and Data may be subject to  additional terms and conditions, as notified by Kpler  to Customer from time to time. Customer shall (and  shall ensure that its Licensed Affiliates and  Authorised Users shall) comply with any such  additional terms and conditions. An example of  where Kpler may stipulate additional terms and  conditions is where, in respect of the Order,  Customer accesses or receives, as part of the Data,  data and information that has been originally  supplied to Kpler by a third party licensor (TP Data),  the use of which is subject to additional terms and  conditions.

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4.5 The Customer, its Licensed Affiliates and Authorised  Users shall not input, upload or otherwise make the  Data available to any machine learning model,  including any public large language model (LLM) or  other generative artificial intelligence (GenAI),  except in accordance with this Clause.   The Data may be used with (a) Customer's internal  proprietary models; (b) Customer's internally  deployed instances of third-party or open-source  LLMs; or (c) third-party LLMs or other machine  learning models made available by a third-party  provider, solely to analyse, query, process or  otherwise reason over the Data, provided that, in  each case:

(i) neither the model nor the Data is made  accessible to, or usable by, any person  other than an Authorised User;  

(ii) the Data is not used to train, fine-tune or  otherwise improve any model, and is not  accessed or retained by any third-party  provider beyond what is strictly necessary  to provide the service; and  

(iii) where a third-party provider is involved,  Customer has in place with that provider  terms (such as an enterprise or equivalent  plan) giving effect to the above.  

The Data shall not be used to train models for  Customer's customer-facing products, and no use of  the Data with any model is permitted except as set  out in this Clause or otherwise agreed by Kpler in  writing.

4.6 The Customer shall use the Services in accordance  with fair usage principles, meaning access that is  proportionate to the Customer’s legitimate internal  business purposes or such other purposes as may be  specified in the Order Form, and does not place  unreasonable or disproportionate load on Kpler’s  infrastructure or systems. The Customer shall not  use the Services to extract, scrape, or systematically
compile Data beyond what is reasonably necessary  for such purposes. Kpler reserves the right to  suspend or limit access where it reasonably  determines that the Customer’s usage exceeds fair  usage, provided that Kpler shall use reasonable  endeavours to notify the Customer prior to or  promptly following any such suspension or limitation.

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4.7 Customer shall notify Kpler of any breach by  Customer of any of Clauses 3, 4, 8 and/or 15.2 within  two (2) Business Days of becoming aware of the  breach by emailing Kpler at legal-compliance@kpler.com and providing full details of  the breach.

4.8 Where there is a breach of any of Clauses 3, 4, 8  and/or 15.2 by Customer, Kpler may at its sole  discretion, with immediate effect and by giving  notice to Customer (i) suspend access to the  Services and Data for Customer, its Licensed  Affiliates and/or any one or more individual  Authorised Users under the Order Form and/or  Change Notice(s); and/or (ii) terminate the Order  pursuant to Clause 13.

5. Basis upon which the Services are provided

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5.1 Subject to the provisions of the Order, Kpler will use  reasonable endeavours to ensure that the Services  are available at all times. Notwithstanding the  foregoing, Customer acknowledges and agrees that  there will be times when the Services and Data are  unavailable. Such unavailability may be planned (for  example, where Kpler is carrying out planned  maintenance or upgrades) or unplanned (for  example, where there is a hardware or software  failure).

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5.2 Where possible, Kpler will try to give Customer  reasonable notice of any planned unavailability and  Kpler will use reasonable endeavours to ensure that  disruption resulting from any unavailability is kept to  a minimum.

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5.3 Customer acknowledges and accepts that it and its  Licensed Affiliates and Authorised Users will not be  able to access and use the Services or Data when  the Services are unavailable. Kpler will try to keep  unavailability to a minimum, but Kpler accepts no  liability for any loss or damage that Customer and/or  its Licensed Affiliates may suffer as a result of the  Services and/or Data being unavailable.

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5.4 Kpler may add to or change the Services and Data at  any time without notice or explanation and without  incurring any liability to Customer or its Licensed  Affiliates, provided that any changes that Kpler  makes shall, subject to Clause 5.5, not lead to a  material degradation in the scope or content of the  Services under the Order.

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5.5 Notwithstanding any other provision of the Order,  Kpler may at any time remove from the scope of the  Services access to and use of any TP Data in  circumstances where the relevant third party  licensor requires the removal of such TP Data, or  Kpler’s right to make such TP Data available through  the Services, is terminated, suspended or otherwise  restricted.

5.6 Whilst Kpler takes pride and care in the collation and  production of the Data, the Data and Services  provided under the Order are supplied on an “as is”  and “as available” basis. The Data, including any  Data made available through Insight, where  applicable, should never be relied on as trading,  investment, tax, legal, financial or any other form of  advice or guidance; nor does the Data take account of any individual circumstances that may apply to  Customer and/or its Licensed Affiliates.

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5.7 The Customer shall (and the Customer shall ensure  that any of its Authorised Users that are permitted to  access and use the information made available  through the Services pursuant to this Master  Agreement and the Order shall) not use the  information made available through the Services as  part of, or in connection with, any publication and/or  third party legal claim, legal action, litigation,  arbitration, mediation and/or other dispute resolution  process (including, by way of example, as evidence  in, or to substantiate, any publication, legal claim or  action), except where Kpler has given its prior  written permission for such use (which may be given  or withheld by Kpler in its absolute discretion).  Where Kpler gives its permission to such use, to the  maximum extent permitted by applicable law, Kpler  shall not have any liability to the Customer in respect  of the use of the information made available through  the Services for such purposes.

5.8 In respect of the Order, Customer acknowledges and  agrees (and shall ensure that its Licensed Affiliates  acknowledge and agree) that:

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(a) nothing in the Data shall constitute, or be  construed as constituting, an inducement,  offer, recommendation or solicitation, as  applicable, to buy, sell, hedge, hold or  otherwise trade in a commodity or particular  type(s) of commodity. Any prices quoted in  the Data are indicative prices only and are  subject to change;

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(b) Customer and each of its Licensed Affiliates  shall be solely responsible for all decisions,  acts and omissions that are made or  undertaken that take account of, or that are  based or rely on, the Data;

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(c) where the Data or Services refer to historic  or prevailing trends or performance, or to  future projections, forecasts, estimates or  predictions (including forward looking  statements), no representation, warranty,  assurance or undertaking is given by Kpler  (i) that those historic or prevailing trends or  performance will in any way guarantee or  predict future results; or (ii) as to the  probability, reliability, achievement or  reasonableness of those future projections,  forecasts, estimates or predictions  (including forward looking statements); and

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(d) future projections, forecasts, estimates or  predictions (including forward looking  statements), in particular, may be based on  certain assumptions and/or reflect Kpler’s  expectations, predictions and estimations  and may therefore be subject to a range of  uncertainties, unknowns and/or risks that  may mean that the actual, real life events or  results differ significantly. Reliance should  therefore never be placed on such future  projections, forecasts, estimates or  predictions (including forward looking  statements).

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5.9 In respect of the Order pursuant to which the  Services comprise or include Insight, Customer  acknowledges and agrees (and shall ensure that its  Licensed Affiliates acknowledge and agree) that the  Data made available through Insight is for general  background information (and, sometimes,  promotional) purposes only and Customer, its  Licensed Affiliates and Authorised Users may use and refer to such Data solely for general background  information (or, where applicable, promotional)  purposes in connection with Customer’s and its  Licensed Affiliates’ internal business purposes.

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6. Upgrade or Changes to Services

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6.1 Customer may request to (i) upgrade the Services at  any time or (ii) change the existing Services at the  end of the Subscription Period by contacting Kpler’s  support team – for example, to increase the number  of Authorised Users, add Licensed Affiliates or  purchase additional services offered by Kpler from  time to time.

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6.2 Where Customer and Kpler agree to upgrade the  Services and the upgrade is to take effect during  (rather than at the end of) the Subscription Period:

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(a) Kpler will send Customer a Change Notice  setting out (i) details of the additional  features or services purchased as part of  the upgrade; (ii) the additional Charges  payable in respect of the upgrade; (iii) the  date upon which the upgraded Services will  start. The upgrade to the Services will be  binding, and will constitute a variation to  the Order, with effect from the Start Date;  and

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(b) Kpler will charge Customer the additional  Charges applicable to the upgraded  Services, pro-rated according to the number  of days remaining in the then current  Subscription Period, as applicable. Upon any  renewal of the Order in accordance with  Clause 12.1(b), Kpler will charge Customer  the full Charges applicable to Customer’s  upgraded Services for the relevant  Extended Subscription Period (as  determined in accordance with the further  provisions of the Order).

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6.3 Where Customer and Kpler agree to change the  Services or upgrade the Services but such upgrade is  to take effect at the beginning of the following  Extended Subscription Period, Kpler will send  Customer a Change Notice setting out all the  relevant changes and/or upgrades agreed between  the parties. The change and/or upgrade to the  Services will be binding, and will constitute a  variation to the Order, with effect from the beginning  of the following Extended Subscription Period.

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7. Charges, invoicing and payment

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7.1 In respect of the Order, and except as otherwise  expressly agreed by the parties in writing:

(a) subject to Clause 7.2, the Charges payable  and payment arrangements in respect of  the Subscription Period shall be as set out in  the Order Form (as amended or  supplemented by any Change Notice);

(b) Customer shall pay any invoice submitted  by Kpler in respect of the Charges within  thirty (30) days of the date of the invoice (or  such other period as may be expressly  agreed by the parties and set out in the  Order Form or any Change Notice).  Customer shall make all payments due to  Kpler in full and in cleared funds by  electronic transfer or by such other  payment method (such as credit card) as  may be requested by Customer and  accepted by Kpler in writing (which may be  set out in the Order Form or any Change  Notice, and which may be subject to any additional processing fees and third party  payment provider terms notified by Kpler),  in each case, without any set-off,  counterclaim, deduction or withholding,  except for any tax deduction or withholding  required by applicable law. All Charges are  non-refundable;

(c) if any of the Charges are not paid by  Customer by the date payment is due, Kpler  reserves the right (without notice, and  without prejudice to any other rights that it  may have under the Order) to:

(i) recover from Customer all reasonable costs  and expenses (including reasonable legal  and debt collection agency fees) incurred by  Kpler in collecting any unpaid Charges; and  

(ii) suspend provision of the Services (including  the Data made available through the  Services) from the due date until the date  that all outstanding Charges are paid in full.

7.2 Where the Order continues into an Extended  Subscription Period, the Charges payable by  Customer shall automatically increase, without the  need for any notice or other action by Kpler, with  effect from the start of that Extended Subscription  Period, and references to the Charges under the  Order shall thereafter be inclusive of such increase.  Any such increase shall be calculated on the  Annualized Charges, being: (i) where the Charges for  the immediately preceding Subscription Period relate  to a period of exactly twelve (12) months, those  Charges; (ii) where they relate to a period of less  than twelve (12) months, those Charges annualized  on a pro-rata basis to reflect a full twelve (12) month  period; and (iii) where they relate to a period of more  than twelve (12) months, the Charges paid by  Customer in respect of the last twelve (12) months of  that period. The adjusted Charges shall be calculated  as follows:

Adjusted Charges = Annualized Charges + 14%

7.3 Where Kpler has agreed to provide the Services (or  any part of them) at a discounted price and/or  complimentary basis, the terms of such benefit shall  be set out in the Order Form and shall only apply for  the period specified in the Order Form.  Notwithstanding the foregoing, except as expressly  set out otherwise in the Order Form:

(a) any discount or complimentary offer that  applies for the Subscription Period shall  automatically cease to apply at the end of  the term agreed between the parties; and  

(b) Kpler’s undiscounted price for the Services,  as determined by Kpler and communicated  to Customer in accordance with the Order  Form or Change Notice, shall apply in  respect of the Services (or any part of them)  to which the discount originally (or the  complimentary offer) applied for any  subsequent Extended Subscription Period.

7.4 Any amount payable under this Master Agreement or  the Order by Customer to Kpler shall be paid free  and clear of any deduction or withholding in respect  of any tax whatsoever, save only as may be required  by applicable law. If any deduction or withholding is  required by applicable law to be made from any such  payment, Customer shall increase the amount of the  payment by such additional amount as is necessary  to ensure that the net amount received and retained  by Kpler is equal to the amount which it would have received and retained had the payment in question  not been subject to any deductions or withholdings.

7.5 The Charges on the Order Form are stated exclusive  of value added and other sales taxes, which shall be  added at the prevailing rates as applicable and paid  by Customer.

7.6 Customer acknowledges and agrees that (i) Kpler’s  charges, payment arrangements and pricing  information (including the Charges) are its  Confidential Information; and (ii) Customer shall  keep such information confidential (and not disclose  it to third parties) subject to and in accordance with  Clause 8.

8. Confidential Information  

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8.1 Each party shall hold in confidence all Confidential  Information of the other party. Neither party shall  disclose to any third party any Confidential  Information in relation to the other party except as  expressly set out in Clauses 8.3 and 8.7 or with the  prior express written permission of the other party.

8.2 The provisions of Clause 8.1 shall not apply to any  information which: (i) is or becomes public  knowledge other than by breach of this Clause 8; (ii)  is already in the possession of the receiving party  without restriction in relation to disclosure prior to its  receipt from the disclosing party or the other  members of its group of companies; (iii) is received  from a third party (who, for the avoidance of doubt,  is not an Affiliate of the receiving party) which the  receiving party reasonably believes lawfully acquired  or developed it and is under no obligation restricting  its disclosure; or (iv) is independently developed by  the receiving party without use of any Confidential  Information disclosed by the disclosing party.

8.3 Subject to Clause 8.4, the receiving party may  disclose Confidential Information in relation to the  disclosing party:

(a) to those of its officers, employees,  professional advisers, Affiliates, agents or  sub-contractors on a strict “need to know”  basis and only as may be reasonably  necessary for the purpose of fulfilling its  obligations under this Master Agreement or  the Order or, in the case of professional  advisors, for use in their professional  capacity, provided that before any such  disclosure receiving party shall make such  officers, employees, professional advisers,  Affiliates, or agents or sub-contractors  bound by confidentiality obligations not less  restrictive than those in this Master  Agreement at all times; or

(b) where such disclosure is required by any  applicable law, court order or competent  regulatory or governmental authority.  

8.4 Notwithstanding Clause 8.3.1(a), Customer shall  (subject to Clause 8.3.1(b)) only be permitted to use  and disclose the Data, which is the Confidential  Information of Kpler, on the basis and to the persons  expressly permitted by Clauses 3 and 4.

8.5 Without prejudice to the other rights of the disclosing  party, in the event of an unauthorised disclosure or  use of its Confidential Information occurring directly  or indirectly through disclosure made to the  receiving party, the receiving party shall (as soon as  it becomes aware of the same) notify the disclosing  party of such unauthorised disclosure and use all  reasonable endeavours to assist the disclosing party  in recovering and preventing the use of, dissemination, sale or other disposal of such  Confidential Information.

8.6 Kpler may refer to Customer by name and logo in its  marketing materials or other promotional  information, except where Customer has expressly  notified Kpler in writing (which may be given by  email) that it objects to such use, in which case Kpler  shall cease referring to Customer by name and logo  in such materials within a reasonable period of being  notified. Customer shall not, without Kpler’s prior  written consent (which may be given by email),  make or permit any public communication,  announcement, press release, marketing material,  case study, social media post, or other public  reference that mentions or refers to Kpler, any Kpler  brand, the Services, or the existence of the Order.

8.7 Kpler may disclose the existence and terms of this  Master Agreement and the Order to any actual or  prospective purchaser (and its professional advisors)  of all or any part of its business or the group of  companies of which it forms part, provided that  before any such disclosure Kpler shall make such  persons aware of its obligations of confidentiality  under this Master Agreement and the Order and shall  at all times procure compliance by those persons  with them.

9. Data protection

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9.1 Kpler is a controller of the personal information it  processes in connection with the Order and the  administration of its business relationship with  Customer, and is responsible for complying with all  applicable data protection laws in respect of such  processing.

9.2 This Clause 9 and Kpler’s full privacy notice  (together, the Information Notice) describe the  personal information Kpler processes (including  individuals’ names, contact details, job titles and  categories, and areas or topics of professional  interest), the purposes for which it is processed  (including to provide the Services, to manage and  develop the parties’ relationship, for marketing, and  to comply with Kpler’s legal and regulatory  requirements) and how Kpler processes it. Where  Kpler processes personal information for marketing  purposes, it will do so in compliance with all  applicable marketing and data protection laws.

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9.3 The Services allow Kpler to track and monitor  Authorised Users’ access to and use of the Services  and Data, including the geographic region/area from  which the Services are accessed and used and,  where applicable, the Fleet/vessels and frequency  (each as further detailed in the Order Form, if  applicable). Customer acknowledges and agrees that  such access and use must at all times remain within  the scope and limitations set out in the Order Form.  Kpler also uses information about how, when and  how often the Services are accessed and used to (i)  understand how and where the Services are used, to  provide, develop and improve its products, services  and solutions, and identify service issues or noncompliant usage that breaches the Order, including  the terms of this Master Agreement; and (ii) enhance  the commercial and contractual discussions with  Customer. Kpler does this through (i) the collection  of information such as the user and login credentials  of Authorised Users, IP addresses and the data  created through the use of the Services; and (ii) the  use of cookies and other data collection and  monitoring tools/technologies. For the avoidance of  doubt, Kpler does not collect Authorised Users’  passwords or other secret authentication factors.

9.4 Customer acknowledges and agrees that: (i) Kpler  may process, in accordance with the Information  Notice, all personal information that Customer, its  Licensed Affiliates and/or Authorised Users provide to  Kpler; and (ii) accordingly, Customer shall (and shall  ensure that its Licensed Affiliates and Authorised  Users shall) only provide to Kpler personal  information that Kpler is permitted to process in  accordance with the Information Notice and that  Kpler has specifically requested.

9.5 If Customer, Licensed Affiliates or the Authorised  Users have any questions in relation to Kpler’s use of  personal information, Customer, its Licensed  Affiliates and/or its Authorised Users may contact  Kpler at dataprotection@kpler.com.

10. Warranties and undertakings

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10.1 Each party warrants and undertakes to the other  party that: (i) it has the power and is duly authorised  to enter into, perform and comply with its obligations  under this Master Agreement and the Order; (ii) this  Master Agreement and the Order is executed by one  of its authorised representatives; and (iii) its entry  into this Master Agreement and the Order and its  performance of and compliance with its obligations  under them do not and will not violate any restriction  imposed by any applicable law or regulation to which  it is subject, its memorandum or articles of  association, or any agreement to which it is a party.  For the sake of clarity, Customer warrants and  undertakes that it has the power and authority to  bind the Licensed Affiliates, if any.

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10.2 The warranties and conditions stated in this Master  Agreement and the Order are in lieu of all other  conditions, warranties or other terms that might be  implied into or incorporated into this Master  Agreement or the Order whether by statute, common  law or otherwise, all of which are hereby excluded to  the extent permitted by law.

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11. Liability

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11.1 Nothing in this Master Agreement or the Order shall  exclude or in any way limit:

(a) a party's liability for death or personal injury  caused by that party's negligence or the  negligence of its directors, officers,  employees or subcontractors;  

(b) a party's liability for fraud or fraudulent  misrepresentation by that party or its  directors, officers, employees or  subcontractors;  

(c) a party’s gross negligence or wilful default  or wilful misconduct (or that of its directors,  officers, employees or subcontractors);  

(d) a party's liability for any breach of Clause 8;  

(e) Customer’s liability to pay all Charges  properly due and payable under the Order;  

(f) Customer’s liability under or in connection  with Clauses 3, 4, 7, 11.8, 14.5 and 15; and  

(g) a party's liability for any other liability that  cannot be limited or excluded by law.

11.2 Subject to Clause 11.1, each party excludes all  liability for indirect, incidental, special, punitive,  consequential or exemplary loss or damage arising  out of or in connection with this Master Agreement  and the Order.

11.3 Subject to Clause 11.1, each party shall have no  liability to the other party for any failure to comply, or delay in complying, with its obligations under this  Master Agreement and/or the Order to the extent  that such failure or delay is due (directly or  indirectly) to a failure by the other party to comply,  or a delay by the other party in complying, with its  obligations under this Master Agreement or the  Order.

11.4 Subject to Clause 11.1, the total aggregate liability of  each party to the other party under or in connection  with the Order (whether such liability arises under  any statute or in contract, tort (including negligence)  or otherwise) that arises as a result of any and all  acts, omissions, events, circumstances or other  matters:

(a) that occur during each Annual Order Period,  shall be limited to the greater of (i) an  amount in pounds sterling equal to the  Charges actually paid or payable by  Customer to Kpler under the Order in  respect of that Annual Order Period; or  (ii) £10,000; and  

(b) that occur at any time after the date of  termination of the Order, shall be limited to  the greater of (i) an amount in pounds  sterling equal to the Charges actually paid  or payable by Customer to Kpler under the  Order in respect of the final Annual Order  Period; or (ii) £10,000.

11.5 Each party must take reasonable steps to mitigate  any loss or damage, cost or expense it may suffer or  incur arising out of anything done or not done by the  other party under or in connection with the Order.  

11.6 Subject to Clause 11.1, Kpler excludes all liability for  loss of profits, loss of sales, loss of business, loss of  contract, loss of opportunity, loss of revenue, loss of  anticipated savings, loss of technology, business  interruption, wasted management time, loss of,  destruction of or damage to data and/or loss of or  damage to business opportunity, goodwill and/or  reputation, in each case arising out of or in  connection with this Master Agreement or the Order.  Kpler’s responsibility for the Services is solely  towards the Customer, and not towards any Licensed  Affiliates, Authorised Users or Customer Affiliates.  

11.7 To the maximum extent permitted by applicable law,  Kpler shall not be liable to Customer under this  Master Agreement or the Order:

(a) for any inaccuracies, errors and/or  omissions contained in the Services and/or  Data;  

(b) for any loss or damage, whether direct,  indirect or consequential, suffered by  Customer and/or any third party in respect  of any reliance that Customer and/or any  third party places on any of the Data and/or  Services; and  

(c) in respect of any part of the Data that is  sourced or derived from publicly available  data sources, including public registers and  other published information,

and, to the maximum extent permitted by law, Kpler  expressly excludes all warranties, conditions and  representations, express or implied, and liability, in  this regard and in respect of the adequacy, accuracy,  completeness or reasonableness of the Data or  Services.

11.8 In respect of this Master Agreement and the Order,  Customer shall indemnify Kpler against all claims,  demands, actions, costs, damages, losses and expenses (including reasonable legal costs) suffered  or incurred by Kpler arising out of, or in connection  with:

(a) Customer and its Licensed Affiliates’ and  Authorised Users’ access to and/or use of  the Services and Data in breach of this  Master Agreement (including with respect to  any third party claims threatened, alleged  or brought against Kpler arising out of, or in  connection with, the access to and/or use of  the Services and/or the use or disclosure of  any of the Data); and/or  

(b) a breach of Clauses 9 and 15;

except to the extent that such claims, demands,  actions, costs, damages, losses or expenses are as a  direct result of any breach by Kpler of the terms and  conditions of this Master Agreement or the Order.

11.9 The parties agree that if any provision contained in  this Clause 11 is held to be invalid it shall be deemed  to be omitted, but if either party thereby becomes  liable for loss or damage which would otherwise have  been excluded or limited, such liability shall be  subject to the remaining provisions set out in this  Clause 11.

12. Term

12.1 Term of Order. The Order shall, subject to earlier  termination in accordance with its terms and  conditions or otherwise in law or equity:  

(a) commence on the Start Date and continue  in full force and effect for the Initial  Subscription Period; and

(b) except as otherwise expressly agreed by  the parties in writing (in the Order Form or  otherwise), automatically extend for a  period of twelve (12) months (Extended  Subscription Period) at the end of the Initial  Subscription Period and each Extended  Subscription Period.  

Customer or Kpler may give written notice to the  other, no later than sixty (60) days before the end of  the Initial Subscription Period or the relevant  Extended Subscription Period, to terminate the Order  at the end of the Initial Subscription Period or the  relevant Extended Subscription Period, as the case  may be.

13. Termination

13.1 Either party may terminate the Order with  immediate effect by giving prior written notice of  such termination to the other party at any time on or  after the occurrence of any of the following events:  

(a) Customer fails to pay any of the Charges  under the Order when due and Customer  fails to pay such Charges within fifteen (15)  days of being notified of the non-payment  by Kpler; or  

(b) Customer (including, any Licensed Affiliates)  commits a breach of any of Clauses 3, 4  and/or 15.2; or  

(c) the other party (including, any Licensed  Affiliates) commits a material breach of any  of the terms of this Master Agreement  and/or the Order and either that breach is  not capable of remedy or, if the breach is  capable of remedy, the defaulting party  (including, any Licensed Affiliates) fails to  remedy that breach within thirty (30) days of being notified of the breach by the nondefaulting party; or

(d) the other party becoming insolvent; the  other party having a resolution passed or a  petition presented for its winding-up or  dissolution (other than for the purpose of a  solvent amalgamation or reconstruction);  the making of an administration order in  relation to the other party, or the  appointment of a receiver over, or an  encumbrancer taking possession of or  selling, an asset of the other party; the  other party making an arrangement or  composition with its creditors generally or  making an application to a court of  competent jurisdiction for protection from  its creditors generally; or any event  analogous to those set out above in any  relevant jurisdiction; or  

(e) a Force Majeure Event prevents the other  party from performing its obligations (other  than payment obligations) for at least thirty  (30) consecutive days.

13.2 Notwithstanding any other provision of the Order, a  party may not terminate the Order, suspend  performance, or exercise any right or remedy under  or in connection with the Order to the extent that the  relevant termination event, breach, failure or  circumstance was caused by that party’s own breach  of the Order, wrongful act, omission or failure to  perform.

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14. Effects of termination

14.1 The termination of the Order shall not prejudice or  affect any right of action or remedy which shall have  accrued up to the date of such termination.

14.2 In the event the Order is terminated prior the end of  the Subscription Period, the Charges are due in full  by the Customer and are non-refundable.

14.3 Notwithstanding any other provision of the Order,  the Subscription Period shall automatically end on  the effective date of termination of the Order.  

14.4 Kpler shall cease providing the Services and Data,  and Customer shall (and shall ensure its Licensed  Affiliates and Authorised Users shall) cease using the  Services and Data, with effect on and from the date  of termination of the Order, except that each of  Customer and its Licensed Affiliates may retain and  continue to use any Data that it holds as at the date  of termination solely to the extent that, and only for  so long as, such retention and use is required by any  law or regulation to which it is subject. No other use  of the Data is permitted following termination of the  Order.

14.5 The Customer acknowledges and agrees to promptly  and securely purge and delete from its systems (as  well as from Licensed Affiliates and Authorised Users’  systems) all Confidential Information of Kpler relating  to the Order (including all Data provided by Kpler in  accordance with the Order), with effect on and from  the date of termination of the Order, except to the  extent that retention is required by applicable law or  regulation (and, in respect of Data, in accordance  with Clause 14.4). The Customer further agrees to  provide written confirmation to Kpler within thirty  (30) days from the date of termination of the Order,  certifying the complete and irreversible deletion and  purging of all such Confidential Information (other  than any Confidential Information or Data retained in  accordance with Clause 14.4). Failure to comply with  this obligation shall constitute a material breach and Kpler reserves the right to seek legal remedies and  compensation for any damages incurred as a result  of the failure to delete and purge such Confidential  Information, as permitted by the terms of the Master  Agreement and applicable laws and regulations.

14.6 Any provision of the Order which expressly or by its  nature is intended to survive termination or expiry  shall survive the termination of the Order and shall  continue in full force and effect, including (without  limitation) any provisions relating to definitions and  interpretation, use and protection of the Data,  confidentiality, data protection, liability, indemnities  and governing law and jurisdiction.

15. Compliance

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15.1 Each party warrants and undertakes that it has  adopted and will maintain, throughout the Relevant  Period, policies and procedures appropriate to the  nature and size of its business and reasonably  designed to ensure compliance with applicable laws  and alignment with generally accepted industry  standards and best practices, including, as  applicable, policies addressing business ethics and  anti-corruption, sanctions and export controls, and  privacy. Kpler’s policies, as amended from time to  time, are made available on Kpler’s website via the  link specified in the Order Form.

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15.2 In respect of this Master Agreement and the Order,  Customer warrants and undertakes that:

(a) neither Customer, nor any of its Affiliates,  nor any of its Authorised Users, shall during  the Relevant Period: (i) be a Restricted  Person; (ii) be Controlled by, or Control, a  Restricted Person; or (iii) act on behalf of, or  for the benefit of, a Restricted Person;  

(b) neither Customer, nor any of its Affiliates,  nor any of the Authorised Users, shall during  the Relevant Period: (i) be located within a  Sanctioned Country; or (ii) use the Services  or Data in a manner or for a purpose  prohibited by Sanctions or in respect of  business in a Sanctioned Country; and  

(c) Customer and each of its Affiliates shall  during the Relevant Period comply with all  Sanctions and shall refrain from acting in  any way that could cause Kpler to violate  any Sanctions.

15.3 Kpler may, at its own discretion, suspend or  terminate this Master Agreement and/or the Order  with immediate effect of such suspension or  termination, in case it has evidence that the  Customer or any of its Affiliates, or any of its  Authorised Users is a Restricted Person. For the  avoidance of doubt, it is acknowledged between the  parties that there is substantial evidence for such  suspension or termination if a financial institution  where Kpler owns a bank account rejects payment of  Charges by the Customer because of being a  Restricted Person. The effects of termination of  Clause 14 hereof shall also apply in this case.

15.4 Each party will: (i) comply with all applicable laws  relating to anti-bribery, anti-corruption and modern  slavery; and (ii) have and will maintain in place  throughout the Relevant Period adequate policies  and procedures to help ensure its, and its associated  persons', compliance with such laws and will enforce  them where appropriate.

15.5 The Parties acknowledge that the Services provided  under this Master Agreement may be subject to  export laws and regulations of other countries, and any use of such Services, and, if applicable, technical  information must be in compliance with all applicable  regulations and international trade sanctions. The  parties will not use, distribute, transfer, or transmit  the Services or technical information (even if  incorporated into other Services) except in  compliance with all applicable export regulations and  trade sanctions. If requested by either party, the  other party also agrees to sign written assurances  and other export-related documents as may be  required to comply with all applicable export  regulations. Customer shall not act, directly or  indirectly, in any manner that would cause Kpler to  violate any applicable export regulations and trade  sanctions.

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16. Notices

16.1 All notices required by this Master Agreement shall  be in writing and sent to the relevant party at the  addresses set out in the Order Form, or such other  addresses as may be notified by the relevant party  to the other party under this Clause 16, by hand,  prepaid registered mail, prepaid express courier  service, or email.

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16.2 Any notice served under this Master Agreement or  the Order shall be deemed to have been received: (i)  if given by hand, immediately; (ii) if given by  registered mail, the third (3rd) Business Day following  posting; (iii) if given by express courier service, the  third (3rd) Business Day following dispatch; and (iv) if  given by email, upon arrival of the complete and  uncorrupted email message on the recipient's server  or email service.

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17. Entire agreement

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17.1 This Master Agreement, together with the Order,  constitutes the entire agreement between the  parties in respect of their subject matter and  supersedes all previous negotiations, agreements  and commitments (whether written or oral) with  respect thereto.

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17.2 Each party acknowledges and agrees that in entering  into this Master Agreement it has not relied on any  representation made by the other party or any  arrangement, understanding or agreement (whether  written or oral) with the other party that is not  expressly set out or referred to in this Master  Agreement.

17.3 Each party acknowledges and agrees that in entering  into the Order it has not relied on any representation  made by the other party or any arrangement,  understanding or agreement (whether written or  oral) with the other party that is not expressly set  out or referred to in the Order.

18. General

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18.1 Force Majeure. Save in respect of any and all  payment obligations under this Master Agreement  and the Order, which shall continue to apply at all  times, neither party shall be liable to the other party  for any delay or non-performance of its obligations  under this Master Agreement or the Order arising  from any cause beyond its reasonable control  including strikes or labour disputes (other than  strikes or labour disputes that only affect the party  delayed or unable to perform its obligations), lockouts, acts of God, war, terrorist attack, riot, civil  commotion, malicious damage, compliance with any  law, governmental order, rule, regulation or direction  or any action taken by a government or public  authority (including imposing an export or import  restriction, quota or prohibition), nuclear, chemical or  biological contamination, sonic boom, pandemic, epidemic, breakdown of or error or non-performance  of plant, machinery, utility service, technology or  communications networks, fire, explosion, collapse of  buildings, flood or storm (Force Majeure Event).

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18.2 Verification rights. Customer shall, upon  reasonable prior written notice, co-operate with Kpler  and/or its appointed advisers in verifying Customer’s  compliance with its obligations under the Order and,  in particular, that (in respect of each Order)  Customer, its Authorised Users and its Licensed  Affiliates are using the Data and Services in  accordance with the Order (including Clauses 3 and  4). The review must be proportionate and limited to  what is reasonably necessary to confirm compliance.  Kpler may conduct no more than one review in any  twelve (12) month period unless it reasonably  suspects a breach. Customer shall respond promptly  and provide written explanations supported by  reasonable evidence upon request. Each party shall  bear its own review costs, in connection with any  verification under this Clause, save that where a  verification reveals a material breach by Customer of  this Master Agreement and/or the Order, Customer  shall reimburse Kpler’s reasonable costs of  conducting the verification.

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18.3 Rights of Third Parties. Nothing in this Master  Agreement or the Order shall create any rights for  third parties under the Contracts (Rights of Third  Parties) Act 1999.

18.4 Assignment. Customer shall not, without the prior  written consent of Kpler, assign or transfer all or any  part of its rights, benefits or obligations under this  Master Agreement or the Order to any third party.  Kpler may assign or transfer all or any part of its  rights, benefits or obligations under this Master  Agreement and/or the Order to a third party.  

18.5 Waiver. Failure or neglect by either party to enforce  at any time any of the provisions contained within  this Master Agreement or the Order shall not be  construed nor shall be deemed to be a waiver of its  rights under this Master Agreement or the Order nor  shall it in any way affect the validity of the whole or  any part of this Master Agreement or the Order nor  prejudice its rights to take subsequent action.

18.6 Severance. If any provision of this Master  Agreement or the Order, including this provision, is  held for any reason to be void, voidable or  unenforceable, this shall not affect the validity or the  enforceability of any other provision of this Master  Agreement or the Order or the remainder of this  Master Agreement or that Order as a whole.

18.7 Modifications. Neither this Master Agreement,  including this provision, nor the Order shall be  amended, modified, varied or supplemented except  in writing signed by duly authorised representatives  of the parties. Any amendments made to this Master  Agreement in accordance with this Clause 18.7 shall,  unless expressly agreed otherwise by the parties,  automatically apply to the Order (which incorporates  the terms and conditions of this Master Agreement)  that is in force with effect from the date that the  parties have agreed the amendments are to take  effect.

18.8 Order of precedence. If there is any conflict or  ambiguity in the provisions of an Order then the  following order of decreasing precedence shall apply:  (i) the provisions of any Change Notice; (ii) the  provisions of any Order Form; (iii) the provisions of  this Master Agreement; (iv) the provisions of the  Terms of Use; (v) the provisions of any other  documents referred to in the Order.

18.9 Sub-contracting. Kpler may use third party  subcontractors and service providers (including cloud  services providers and Kpler’s Affiliates) to carry out  any or all of its obligations under this Master  Agreement and the Order. Kpler may, subject to  Clause 8, provide any information (including  Confidential Information) provided to Kpler under or  in connection with this Master Agreement and the  Order to any such subcontractor or service provider.  Kpler shall in all cases act as principal in respect of  this Master Agreement and the Order and shall at all  times remain responsible for all acts and omissions  of its subcontractors and service providers as if they  were its own.

18.10 Counterparts. This Master Agreement and the  Order may be executed in any number of  counterparts, each of which shall be deemed to be  an original and all of which together shall be deemed  to be one and the same instrument. Counterparts  may be executed by PDF or other electronic means  of communication, and each of which shall be of the  same effect, validity and enforceability as manually  executed signatures to the extent and as provided  for under applicable law.

19. Governing law and jurisdiction

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19.1 The governing law that will apply to any dispute or  claim arising out of or in connection with this Master  Agreement and Order or their subject matter or  formation (including non-contractual disputes or  claims) and the courts that have jurisdiction over any  such dispute or claim shall depend on the Kpler  entity identified in the Order Form.