our terms

1.1.  We are RORA a trading name of Quantico Analytics Limited (registered in England and Wales with company number 11056699), and our registered office is at 3rd Floor, 86-90 Paul Street, London EC2A 4NE (“RORA”, “our”, “us”, “we”).
1.2. We provide our partners (“you”, “your”) with a member, or members, of our employees, or independent contractors, of various grades (“Team”).
1.3. We are not a regulated Accounting Firm, and our FinOps Teams do not provide services as accountants.
1.4. We are not a regulated Law Firm, and our LegalOps Teams do not provide services as solicitors.

2.1. These terms and conditions, as amended from time to time (“Terms”), set out the basis on which we provide you with a Team.

2.2. We agree to provide you with a Team for the agreed number of days (“Scope”) as detailed in a Statement of Work (“SoW”).

2.3. By signing a SoW with us:

• You confirm and warrant that the signatory is authorised to (i) enter into a legally binding agreement with us on your behalf, (ii) give us instructions and information as required, and (iii) to receive a Team; and
• You agree to these Terms, which, together with any SoW, make up our contract (“Contract”).

2.4. If there’s any conflict between these Terms and any SoW, the SoW will take precedence.

3.1. During the engagement, we will provide you with a Team:

• for the Scope agreed in any SoW; and
• that is made up of members at an appropriate level of skill, expertise and experience as set out in the SoW.

3.2. We have taken all reasonable care to assess that your Team have the required skills and experience to undertake work reasonably expected of their grade, through:

• sourcing and vetting undertaken during their recruitment; and
• regular performance and feedback reviews.

3.3. We will provide your Team, at our own expense, with:

• on-going, regular training sessions and access to our learning portal;
• access to best practice templates, process documentation, and system information;
• a community of peers and a centralised Partner Success team to support the engagement with you; and
• Suitable, and appropriate equipment to work with you, such as a laptop.

5.1. As our Partner, you acknowledge that you:

• remain, at all times, responsible for all operations of the business (including the functions where your Team operate);
• must reasonably cooperate with your Team and that, without your cooperation, they won’t be able to work effectively;
• oversee and manage the priorities and work of your Team; and
• are responsible for setting a Scope (taking on board the advice and recommendations of the Team) that allows for the completion of priorities, tasks and deadlines within an achievable amount of time.

5.2. You commit to:

• providing the Team with access to all relevant systems, processes, networks, files, documentation and information;
• ensuring that any information you provide to us or our Team is complete, up-to-date and accurate; and
• having in place appropriate policies regarding data protection and online security when providing the Team with access to your online systems or software.

5.3. Where you do not undertake any of the commitments listed above in Sections 5.1 and 5.2, you acknowledge that:

• this may reduce the effectiveness of the Team and their ability to work with you;
• this may result in missed deadlines, priorities not being met or tasks not being achieved; and that you hold us blameless for such.

6.1. Our fees as per the Scope agreed with you (“Fees”) are detailed in the relevant SoW.

6.2. Our fees are:

• exclusive of VAT, which will be added where it is chargeable at the applicable rate;
• invoiced at the start of each month for the Scope booked that month;
• due for payment within 30 days of the invoice date (“Due Date”); and
• collected via our direct debit provider, GoCardless (or such other provider as we may choose), on the last day of each month.

6.3. Where required, you may:

• request us to include your purchase order number (“PO”), as well as other information from time to time;
• opt to pay invoices manually rather than via direct debit. In this case, an administrative fee of five per cent (5%) of the invoice total will be added to each invoice.
• notify us in writing of any invoice query before the Due Date.

6.4. We reserve the right to:

• charge late payment interest at the greater rate greater (i) 3% above Bank of England base rates, or (ii) such interest rate as may be charged under applicable late payment legislation; and
• suspend the provision of the Team to you if payment of any Fees is unduly delayed.

6.5. Where agreed in advance, if your Team incur expenses in the course of working with you, including but not limited to (i) travel & accommodation, (ii) software, or (iii) other services, then you will reimburse the Team member, as per your own expenses process.

6.6. In the event of a disagreement or dispute concerning the fees due under an invoice, we agree to use all reasonable good faith efforts to find an amicable solution, and any adjustment mutually and expressly agreed will be reflected in a new re-issued invoice to you.

Starting work

7.1. The date that the SoW between you and us is signed (“Effective Date”) will be the start of our Contract, and will allow us to book in a Team up to, and including the Scope agreed in the SoW.

7.2. The first time booked with your Team (“Start Date”) shall be agreed with you in writing separately and is subject to our availability.

7.3. Our Fees will become payable for all bookings made from the Effective Date, even if this is before the Start Date.

7.4. The Contract will remain in force until terminated in line with the provisions set out below.

Termination

7.5. Each of us may terminate the Contract by giving the other written notice as agreed and detailed in the SoW.

7.6. You, or we, may immediately terminate the Contract by giving written notice to you if:

• you or we become subject to bankruptcy, insolvency, receivership or similar event; or,
• control of you or us, is acquired by any person or connected persons not having control of the other party on the date of the Contract.  For the purposes of this section, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

7.7. We may immediately terminate the Contract by giving written notice to you if:

• any sum owed to us is not paid within ten (10) days of the due date for payment;
• you commit any other material breach of any of the provisions of the Contract (including failure to undertake your commitments to us as detailed in section 4) and, if the breach is capable of remedy, fails to remedy it within thirty (30) days after being given written notice giving full particulars of the breach and requiring it to be remedied; or
• we have reason to believe that you have provided us, your Team or HMRC with misleading, incorrect, inaccurate or incomplete information.

7.8. The rights to terminate the Contract given by this section shall not prejudice any other right or remedy of you or us in respect of the breach concerned (if any) or any other breach.

7.9. In the event of the termination of the Contract for any reason:

• on termination, any fees or other amounts owed to us by you at the date of termination will become due immediately;
• all clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Contract shall remain in full force and effect;
• termination shall not affect or prejudice any right to damages or other remedies which you or us acting as the terminating party may have in respect of the event giving rise to the termination or any other right to damages or other remedies which either of us may have in respect of any breach of the Contract which existed at or before the date of termination; and,
• subject as provided in this section and except in respect of any accrued rights neither of us shall be under any further obligation to the other.

8.1 We understand that your requirements may change from time to time, and as such, you may provide us with a written request (including via email) to increase or decrease the Scope agreed in the SoW.

Increases in Scope

8.2. We will not increase the Scope set out in an SoW without your prior written agreement.

8.3. You may ask to increase your Scope, which we shall consider and action wherever reasonably and commercially practical.

8.4. Where increases to the Scope relate to a month that has already been invoiced, an additional invoice covering these Fees will be provided at the end of each month.

Decreases in Scope

8.5. You may ask to decrease your Scope, for whatever reason (as a one-off or on an ongoing basis), which will be actioned in line with the Term and Termination Section (6) above, and per the notice period set out in the SoW.

8.6. We will, at our discretion, either (i) reduce our Fees by the relevant amount as set out in your SoW, or (ii) provide you with a credit for the relevant Fees already invoiced or paid.

Holiday and leave

8.7. We may decrease the Scope as set out in the SoW for a period of time where a member of your Team takes leave, including but not limited to: holiday, parental leave or sick leave.

8.8. Our staff have the flexibility to choose whether they work on national holidays (inc UK bank holidays) and they will communicate such with you where it may impact on your Scope, and where your Team are not taking leave and are available this time will be billed as normal, as set out in section 5.

8.9. You agree that:

• we may, but are not obliged to, provide you with a substitute member of your Team, at an equivalent or more senior grade, member to minimise reduction or maintain the Scope;
• a decrease in Scope shall not be considered a breach of the Contract and shall not result in any liability for us; and
• decreases to the Scope will be processed in line with section 7.6.

Employment of staff

9.1 Your Team will remain under our employment or engagement regardless of the location or the scope of work performed.

9.2. We will remain responsible for:

• all employment obligations concerning your Team;
• paying our Team and for all associated tax and National Insurance costs; and
• disciplinary matters involving our Team (which shall be dealt with under our internal disciplinary process).
• managing their schedule, including deciding which partners they work with and when they work with each partner.

Recruiting RORA staff

9.3. As your business grows, you may wish to recruit members of the RORA team, which we believe can be a great opportunity for both you and the relevant team member.

9.4. When you hire a member of our Team (whether an employee or contractor), within 6 months of them working with us, a fee (“Recruitment Fee”) will be payable by you to us as set out in your SoW.

9.5. The Recruitment Fee is subject to these Terms, and covers the expense of sourcing and recruitment, onboarding, and training of a replacement.

Directors’ Duties

10.1. Nothing in the Contract or resulting from our work with you should be considered to alter, modify or reduce the statutory duties on you and your Directors including, but not limited to:

• keeping and maintaining proper accounting records that disclose with reasonable accuracy at any particular time your financial position;
• safeguarding your assets of the company and taking reasonable steps for the prevention of and detection of fraud and other irregularities with an appropriate system of internal controls;
• preparing statutory accounts (financial statements) for each financial year which give a true and fair view of Your state of affairs and of your profit or loss for that period;
• selecting suitable accounting policies and then applying them consistently;
• making judgements and estimates that are reasonable and prudent;
• preparing the accounts on a “going concern” basis unless it is not appropriate or reasonable to consider that you will continue to carry on business;
• determining whether, in respect of the relevant accounting year concerned, you meet the conditions for exemption from an audit set out in section 477 of the Companies Act 2006 (or such other legislation as may apply), and for determining whether, in respect of the relevant accounting year, the audit exemption is not available for any of the reasons set out in section 478 of the Companies Act 2006 (or such other legislation as may apply).

Payments

10.2. It remains your responsibility for, and to approve, all payments made from your bank accounts.

10.3. Where you grant your Team access to your bank accounts, you acknowledge that you do so at your own risk and you remain responsible for:

• putting adequate restrictions and access rules in place; and
• reviewing and approving all payments from your bank accounts.

10.4. You acknowledge that no liability will arise whatsoever and you hold us and your Team harmless in relation to (i) your grant of such access, or (ii) any such payments prepared or made; including any payment from your bank account made:

• in error;
• using account details which have been entered incorrectly;
• to an account holder other than the intended recipient;
• for an incorrect amount; or
• with an error of any other sort whatsoever.

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11. CONFLICTS OF INTEREST

11.1. We will inform you if we become aware of any conflict of interest in our relationship with you, or in our relationship with you and another partner.

11.2. Where such conflicts are identified which cannot be managed in a way that we consider reasonably protects your interests, then we will regrettably be unable to continue to work with you and will seek to terminate our Contract in line with the provisions in Section 7 and in line with our notice period with you.

11.3. In these circumstances, you will remain responsible for the Fees up to the date on which this contract is terminated.

11.4. If, in our opinion, there is a conflict of interest that is reasonably capable of being addressed and managed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards.

11.5. We reserve the right to act for other Partners whose interests are not the same as or are adverse to, yours subject to us complying with the obligations of confidentiality referred to in these Terms.

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12. CONFIDENTIALITY

12.1. We acknowledge that, under this Contract, our Team will have access to Confidential Information which shall only be used as directed by you and for the proper performance of working with you.

12.2. For the purposes of this Clause;

• “Confidential Information” means in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to your business, customers, clients, suppliers, products, affairs and finances, or for the time being confidential to you and any trade secrets, including, without limitation, technical data and know-how related to you or any of yours or their suppliers, customers, clients, agents, distributors, shareholders, the management or business contacts, including (but not limited to) information that you create, develops, receives or obtains in connection with their engagement, whether or not such information (if in anything other than oral form) is marked confidential;

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12.3. Our Team shall not (except in the proper course of their duties) either during the duration of this Contract or after the termination of this Contract, use or disclose to any third party (and we shall use our best endeavours to prevent the publication or disclosure of) any Confidential Information.

12.4. This restriction does not apply to any information:

• That we can show was known to us prior to its communication by or through you;
• Which is already in, or comes into, the public domain otherwise than through our unauthorised disclosure;
• Is required to be disclosed by law, rules, regulatory authority, court order or other legal process provided that we shall (ii) promptly upon learning that such disclosure is required, give written notice of such disclosure to you so that you may seek protective orders or other confidentiality protection as you, in your sole discretion, may elect, and (ii) reasonably co-operate with you in protecting the confidential or proprietary nature of the Confidential Information which is to be disclosed;
• Is approved for release through a written agreement by you;
• Is now, or becomes in the future, in the public domain other than by any breach by us of our obligations hereunder; or
• Is received by us without restriction on disclosure or use from a third party which you believe is entitled to be disclosed.

12.5. At any stage during the Contract upon a request by you and upon termination or expiry of this Contract for whatever reason, we will promptly return all and any of your property and Confidential Information still in our possession.

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13. DATA PROTECTION

13.1. To make this section clear, we will use the following terms:

• “Data Protection Legislation” means, as it applies to the relevant processing of personal data.
• The Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other legislation in force from time to time in the United Kingdom relating to privacy and/or the processing of Personal Data;
• The EU General Data Protection Regulation (2016/679) (“EU GDPR”);
• Any guidance or statutory codes of practice issued by the UK Information Commissioner; and
• any other applicable data protection legislation.
• “Relevant Data Subjects” means you and your employees, (ii) your directors and contractors, and (iii) any other third parties.

13.2. We confirm that we will comply with the provisions of the Data Protection Legislation when processing personal data about Relevant Data Subjects.

13.3. This Agreement shall not relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

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14. DATA PROCESSING

14.1. In this Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).

14.2. In the capacity of collecting and storing your data for, but not limited to, (i)  updating and enhancing our client partner records, (ii) analysing information for management purposes and statutory returns, or (iii) legal and regulatory compliance and crime prevention, we may obtain, process, use and disclose personal data. In doing so, RORA is acting as an independent data controller.

14.3. For complete details of our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to our Privacy Policy.

14.4. If your Team are required to process personal data of Relevant Data Subjects, including, but not limited to, (i) running payroll, (ii) customer invoicing and accounts receivable processing, or (iii) working with your suppliers, then they are acting on your behalf as a data processor.

14.5. In doing so, we shall:

• only process personal data based on your instructions, unless we are otherwise required by law to do so;
• ensure that we have suitable technical and organisational measures to protect any personal data from unlawful or unauthorised processing, accidental loss, damage or destruction, proportionate to the potential harm resulting from such events, accounting for available technology and the cost of implementing those measures;
• ensure that your Team with access to personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;
• assist you at your cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office); and
• on your written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to you on termination of the Agreement unless it is required to retain any of the personal data by law.

14.6. If we, or your Team, become aware of any personal data breach, we will notify you without undue delay.

14.7. It is your responsibility to ensure that you have in place all necessary consents and notices required to lawfully transfer personal data to us and our Team.

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15. INTELLECTUAL PROPERTY

15.1. We hereby assign to you all existing and future intellectual property rights in any deliverables created by our Team under this Contract, and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law under this Contract, we hold legal title in these rights and inventions on trust for you.

15.2. We undertake:

• whenever requested to do so by you, to give you full written details of all deliverables embodying the intellectual property rights, made wholly or partially by our Team, when working with you,
• whenever requested to do so by you, including on the termination of this Contract, promptly deliver to you all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the deliverables and the process of their creation which are in their possession, custody or power;
• not to register nor attempt to register any of the intellectual property rights in the deliverables unless requested to do so by you; and
• to do all acts necessary to confirm that absolute title in all intellectual property rights in the deliverables has passed, or will be passed, to you.

15.3. We agree to indemnify you and keep you indemnified at all times against all or any costs, claims, damages or expenses incurred by you, or for which you may become liable, with respect to any intellectual property infringement claim or other claim relating to work provided to you under this Contract.

15.4. We waive any moral rights in the deliverables to which we are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of the law in any jurisdiction, including (but without limitation), the right to be identified, the right of integrity and the right against false attribution, and agree not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use such deliverables or other materials infringes our moral rights.

15.5. We acknowledge that, except as provided by law, no further fees, compensation or sums other than those provided for in this Contract are due or may become due to us in respect of the performance of our obligations under this clause 14.

15.6. We undertake, at the expense of you, at any time either during or after this Contract, to execute all documents, make all applications, give all assistance and do all acts and things as may, in your opinion, be necessary or desirable to vest the intellectual property rights in and to register them in your name and to defend you against claims that the deliverables embodying intellectual property rights or inventions infringe third party rights, and otherwise to protect and maintain the intellectual property rights in the deliverables.

15.7. Under this Contract, you grant a non-exclusive, non-sublicensable, revocable, worldwide and non-transferable license to any materials/tools supplied by you to us. Notwithstanding the foregoing, the rights, title and interest in any data (other than personal data), information, records and other material (including, but not limited to, proprietary data and other intellectual property) transferred or given by you (or on your behalf) to our Team shall be, and at all times remain, your property.

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16. LIABILITY

16.1 We do not exclude or limit our liability for:

• death or personal injury caused by our negligence; or
• fraud.

16.2. The advice and information our Team provide to you is for your sole use only and not for any third party unless it has been expressly agreed otherwise in writing.

16.3. The Team may recommend, or suggest using, third-party technology tools, products or services, provided by third parties to you based on a contract between you and them. We don’t make any warranties concerning their performance, and we accept no responsibility for their performance or liability for their use.

16.4. We accept no responsibility whatsoever to third parties, including members of any group of companies (as defined under Section 1261 of the Companies Act 2006) to which you may at the date of the Contract or later, belong  (and to whom the Contract may or may not be addressed), for any advice, assistance, guidance, information, documents, opinions or material produced by our Team.

16.5. We are a limited liability company. As such, none of our shareholders, officers, employees or consultants shall be personally liable to you, or accepts any personal responsibility to you or any third party, under this Contract.

16.6. Except to the extent that we are in material breach of our obligations under the Contract, we shall not be liable for any of the following:

• loss or damages to the extent arising from your failure to fulfil your responsibilities; or
• damages that arise from acting in accordance with your instructions or those of third parties engaged by you.

16.7. We shall not be liable for:

• any special, indirect or consequential loss including loss of use, profits, goodwill, damage to reputation or anticipated savings; or
• losses, penalties, surcharges, interest or additional tax liabilities due to: (i) the acts or omissions of any other person; or (ii) due to the provision to our Team of incomplete, misleading, inaccurate or false information; or (iii) A failure to act on our Team’s advice (as confirmed in writing) or a failure to provide our Team with relevant information;

• any loss, damage or expense incurred or sustained: (i) If material information is withheld, delayed or concealed from your Team, or wrongly misrepresented to us; or (ii) From fraudulent acts, misrepresentation or wilful default by you or your directors, officers, employees, agents or advisers.

16.8. Subject to the clause above, our aggregate total liability to you in respect of any single claim or series of related claims made by you (whether such a claim is under contract, tort, statute, negligence or otherwise) under this Contract, shall not exceed 6 (six) months of fees paid, including all interest and costs.

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17. INDEMNIFICATION

17.1. You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure of our Team’s advice and opinions, whether in writing or otherwise.

17.2. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend defending it.

17.3. If any third party makes a claim against us or notifies us of an intention to make a claim  which may reasonably be considered likely to give rise to a liability under this indemnity ("Claim"), then your liability under this indemnity is conditional upon us:

• as soon as reasonably practicable, giving written notice of the Claim to you, specifying the nature of the Claim in reasonable detail;
• not making any admission of liability, agreement or compromise in relation to the Claim without your prior written consent (such consent not to be unreasonably conditioned, withheld or delayed);
• giving you and your professional advisors access at reasonable times (on reasonable prior notice) to our premises and, where possible, our officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within our power or control, so as to enable you and your professional advisers to examine them and to take copies (at your expense) for the purpose of assessing the Claim; and
• subject to you providing security to us to our reasonable satisfaction against any Claim, liability, costs, expenses, damages or losses which may be incurred, take such action as you may reasonably request to avoid, dispute, compromise or defend the Claim.

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18. MONEY LAUNDERING

18.1. In accordance with the Proceeds of Crime Act and Money Laundering Regulations 2007 (as may be amended, updated, replaced or superseded from time to time) you agree to waive your right to confidentiality to the extent of any report made, a document provided or information disclosed to the National Crime Agency ("NCA").

18.2. You also acknowledge that we are required to report directly to the NCA without prior reference to you or your representatives if, when working with you, your Team become suspicious of money laundering activity by you or on your behalf.

18.3. We are required to identify our client partners for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.

18.4. Copies of such records will be maintained by us for a period of at least 5 (five) years after the termination of this Contract.

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19. SECURITY OF OUR WEBSITE

19.1. You agree not to violate our website from which you are accessing these terms (“Website”).

19.2. You further agree that you will not, and will not allow any other person to:

• modify, copy, impersonate or cause damage or unintended effect to any portion of our Website, or any software used within it;
• link to our Website in any way that would cause the appearance or presentation of the Website to be different from what would be seen by a user who accessed our Website by typing the URL into a standard browser;
• download, collect or use any information obtained from or about our Website or the content displayed on it (“Content”) without our express written consent.

19.3. Despite the above, we grant you a licence to:

• create a hyperlink to our Website for the purpose of promoting an interest common to both of you and us. You can do this without specific permission. This licence is conditional upon you not portraying us, your Team or any work undertaken with you in a false, misleading, derogatory, defamatory or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent; and
• you may copy the text of any page of our Website for your personal use in connection with the purpose of our Website.

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20. OTHER MATTERS

20.1. The Contract between you and us:

• is governed by the laws of English and Wales and the English courts will have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Contract and any matter arising from it;
• does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
• contains the entire agreement between you and us and supersedes all previous agreements and understandings between you and us.

20.2. Each of you and us acknowledge that, in entering into the Contract:

• neither we nor you rely on any representation, warranty, information or document or other terms not forming part of the Contract;
• the rights and obligations of you and us set out in the Contract shall pass to any permitted successor in title.
• no failure or delay by you or us to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future; and
• other than in respect of Your payment obligations, neither you nor we shall be liable for any failure or delay in the Contract's performance caused by circumstances beyond your or our reasonable control.

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21. CHANGES TO THESE TERMS

21.1. We review and update these Terms at least once a year to make sure they still best reflect our business and the way we work with you.

21.2. The latest terms will always be displayed here.

21.3. If you have a SoW in place with us, then we will give you notice of any material changes to these Terms and you may exercise your rights to termination, as included earlier in these Terms, should you object to any of our changes.