NRTH – TERMS AND CONDITIONS OF SERVICE

YOU SHOULD PRINT A COPY OF THESE TERMS FOR FUTURE REFERENCE

These terms and conditions (Conditions) constitute a legal agreement between the Customer, NRTH LTD and Twenty Third C Technology Limited (each as defined below) governing the Customer's access to, download of, installation of, interaction with, and use of the NRTH digital platform, the NRTH mobile and web applications, and all software, source code, compiled code, libraries, SDKs, APIs and application packages comprised within or distributed under the NRTH brand (together, NRTH). NRTH is owned and operated by NRTH LTD. Twenty Third C Technology Limited (23C) acts solely as NRTH LTD's authorised app store publisher and distribution agent, listing and distributing the NRTH mobile applications on the Apple App Store and Google Play Store on NRTH LTD's behalf. 23C does not operate the NRTH platform, does not collect, access or process any Customer personal data, and has no role in the Services beyond store publishing and distribution.

IMPORTANT NOTICE TO ALL USERS:

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, SCANNING, VIEWING, FORKING, CLONING, COMPILING, LINKING TO, IMPORTING, EXECUTING, OR OTHERWISE INTERACTING WITH NRTH, THE NRTH APP, THE NRTH CODE BASE, ANY APPLICATION PACKAGE, LIBRARY, MODULE, CONTAINER, BINARY OR OTHER COMPONENT DISTRIBUTED AS PART OF OR UNDER THE NRTH BRAND, IN WHOLE OR IN PART AND IN ANY MANNER WHATSOEVER, THE CUSTOMER IS DEEMED TO HAVE READ, UNDERSTOOD AND UNCONDITIONALLY ACCEPTED THESE CONDITIONS, WHICH SHALL BIND THE CUSTOMER. IF THE CUSTOMER DOES NOT AGREE TO THESE CONDITIONS, THE CUSTOMER MUST NOT DOWNLOAD, INSTALL, ACCESS OR OTHERWISE INTERACT WITH NRTH IN ANY WAY.

1. Interpretation

1.1 The following definitions and rules of interpretation apply in these Conditions.

1.2 Definitions:

NRTH: means, depending on context (a) NRTH LTD, a company registered in England and Wales with company number 16092211 and whose registered office is at Ground Floor Office, Clarence Court, Dee Road, Richmond, England, TW9 2JN, being the proprietor, owner and rights holder of the NRTH platform, brand, software, code base, application packages and all Intellectual Property Rights comprised therein; and (b) NRTH LTD's digital platform accessible at NRTH.CO.UK together with all software, source code, compiled code, application packages, mobile applications, web applications, APIs, SDKs, libraries, documentation and related materials distributed under the NRTH name.

23C: Twenty Third C Technology Limited, a company registered in England and Wales with company number 13622282 and whose registered office is at Ground Floor Office, Clarence Court, Dee Road, Richmond, England, TW9 2JN, acting solely in its capacity as NRTH LTD's authorised app store publisher and distribution agent for the NRTH mobile applications on the Apple App Store and Google Play Store. 23C does not operate NRTH, does not process any Customer personal data, and has no role in the provision of the Services beyond app store publishing and distribution.

NRTH Materials: has the meaning set out in clause 4.1.6.

App Package: any compiled binary, installer, container image, distribution archive, application bundle or other packaged form in which NRTH is distributed, including via app stores, package managers, code repositories or any other distribution channel.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Code Base: any source code, object code, compiled code, scripts, configuration files, repositories, branches, forks, commits, libraries, modules, packages, container images, or any other form of the software comprising or forming part of NRTH, whether hosted publicly, privately, or distributed via any means whatsoever.

Commencement Date: has the meaning given in clause 2.1.

Conditions: these terms and conditions, as amended from time to time in accordance with clause 10.5.

Contract: the contract between NRTH, 23C and the Customer for the supply of Services which is governed by these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the person, firm or entity who downloads, installs, accesses, interacts with or otherwise uses NRTH, or who purchases Services in respect of NRTH.

Customer Default: has the meaning set out in clause 4.7.

Initial Subscription Term: a month from the Commencement Date.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software (including source code and object code), database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Renewal Period: the period described in clause 8.1.

Services: the access to NRTH and delivery of subscription services by NRTH LTD to the Customer via NRTH in accordance with these Conditions, the scope of which is specified at NRTH.CO.UK/pricing.

Subscription Charges: the fee payable by the Customer in respect of the ongoing Services, as specified at NRTH.CO.UK/pricing and payable in accordance with clause 5.

Subscription Term: has the meaning given in clause 8.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term "Vulnerabilities" shall be construed accordingly.

1.3 Interpretation:

1.3.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.3.2 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31 January 2020.

1.3.3 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.3.4 A reference to writing or written includes email.

1.3.5 References to NRTH as a party include, where the context permits, 23C acting as its distributor; but all proprietary rights, ownership interests and Intellectual Property Rights in NRTH vest in and are retained by NRTH exclusively.

2. Eligibility, basis of contract and acceptance

2.0 Age eligibility. NRTH is intended solely for users aged 18 years or over. By downloading, installing, accessing or otherwise using NRTH in any manner, the Customer warrants and represents that they are 18 years of age or over. NRTH LTD and 23C do not knowingly permit use of NRTH by any person under the age of 18. If NRTH LTD becomes aware that a user is under 18, NRTH LTD reserves the right to suspend or terminate that user's account immediately and delete all associated data.

2.1 The Contract shall come into existence, and these Conditions shall bind the Customer, at the earliest of the following events (the "Commencement Date"):

2.1.1 the Customer downloading, installing, copying or accessing NRTH, the NRTH app, or any App Package, in whole or in part, on any device, server, emulator or other system;

2.1.2 the Customer cloning, forking, pulling, mirroring, viewing, browsing, inspecting, executing, compiling, linking to, importing or otherwise interacting with the Code Base or any portion thereof;

2.1.3 the Customer signing up for, creating an account on, or otherwise registering to use NRTH;

2.1.4 the Customer using, launching, running or otherwise interacting with NRTH in any manner; or

2.1.5 the Customer making any payment in respect of Services.

2.2 The Customer acknowledges and agrees that any of the acts described in clause 2.1 constitutes unequivocal acceptance of these Conditions, whether or not the Customer has read them, and whether or not any further click-through, tick-box or signature acceptance is presented. The Customer's continued download, installation, possession, access, interaction or use of NRTH, the App Package or the Code Base constitutes ongoing acceptance of these Conditions as amended from time to time.

2.3 If the Customer does not agree to these Conditions, the Customer must immediately cease any download, installation, access, interaction or use of NRTH, the App Package and the Code Base, delete any copies in its possession or control, and request deletion of any account.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Supply of Services

3.1 NRTH LTD shall supply the Services to the Customer in accordance with these Conditions in all material respects. 23C's role is limited to publishing and distributing the NRTH mobile applications on the Apple App Store and Google Play Store; 23C does not itself supply the Services.

3.2 Any performance dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 NRTH and 23C reserve the right to amend these Conditions at any time if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and shall notify the Customer in any such event (including by posting the amended Conditions at NRTH.CO.UK).

3.4 Save as expressly set out in these Conditions, and to the fullest extent permitted by law, NRTH and 23C give no warranties, conditions or other terms in relation to NRTH, the Code Base, any App Package or the Services, all of which are provided on an "as is" and "as available" basis. In particular (but without limitation), no warranty is given that NRTH or any App Package will be uninterrupted, error-free, secure, free of Viruses or Vulnerabilities, or fit for any particular purpose.

3.5 The Customer may purchase enhanced support services from NRTH LTD separately at NRTH LTD's then current rates.

4. Customer's obligations

4.1 The Customer shall:

4.1.1 ensure that any information it provides is complete and accurate;

4.1.2 co-operate with NRTH and 23C in all matters relating to the Services;

4.1.3 provide NRTH and 23C with such information and materials as may reasonably be required in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

4.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

4.1.5 comply with all applicable laws, including health and safety laws;

4.1.6 keep all materials, equipment, documents and other property of NRTH LTD ("NRTH Materials") at the Customer's premises in safe custody at its own risk, maintain NRTH Materials in good condition until returned, and not dispose of or use NRTH Materials other than in accordance with written instructions or authorisation; and

4.1.7 perform and/or comply with (as applicable) any Customer dependencies notified to it.

4.2 The Customer shall not:

4.2.1 access, store, distribute, upload or transmit any Viruses, or any material during the course of its use of the Services, NRTH, any App Package or the Code Base that: (a) is unlawful, harmful, infringing, discriminatory, harassing, threatening, pornographic, inappropriate or promotes violence; (b) facilitates illegal activity; or (c) is otherwise illegal or causes damage or injury to any person or property; and NRTH and 23C reserve the right, without liability or prejudice to any other rights, to disable the Customer's access to NRTH, the App Package, the Code Base and/or the Services as a result of the Customer's breach;

4.2.2 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties (and except to the extent expressly permitted under this Contract):

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download (other than as expressly permitted by NRTH), display, transmit, or distribute all or any portion of NRTH, any App Package, the Code Base and/or the Services in any form or media or by any means;

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of NRTH, any App Package, the Code Base and/or the Services;

(c) access all or any part of NRTH, any App Package, the Code Base and/or the Services in order to build a product or service which competes with NRTH;

(d) use the Services, NRTH, any App Package or the Code Base to provide services to third parties;

(e) subject to clause 10.2.2, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make NRTH, any App Package, the Code Base and/or the Services available to any third party;

(f) attempt to obtain, or assist third parties in obtaining, unauthorised access to NRTH, any App Package, the Code Base and/or the Services;

(g) remove, obscure or alter any proprietary notices, trademarks, copyright notices or other indicia of ownership on or in NRTH, any App Package or the Code Base; or

(h) introduce or permit the introduction of any Virus or Vulnerability into NRTH's or 23C's networks and information systems.

4.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, NRTH, any App Package, the Code Base and/or the Services and, in the event of any such unauthorised access or use, promptly notify NRTH LTD.

4.4 In its use of the Services, the Customer shall:

4.4.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ("Relevant Requirements");

4.4.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

4.4.3 comply with any ethics, anti-bribery and anti-corruption policies which NRTH, 23C or any relevant industry body have in place in relation to the Customer's use of the Services ("Relevant Policies");

4.4.4 have and maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and clause 4.4.2, and will enforce them where appropriate;

4.4.5 notify NRTH LTD in writing if it becomes aware of any breach of clauses 4.4.1 and/or 4.4.2, or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the Services or the performance of the Contract;

4.4.6 within one (1) month of the Commencement Date, and annually thereafter (if requested), certify to NRTH LTD in writing compliance with this clause 4.4 by the Customer and all persons associated with it under clause 4.5, and provide such supporting evidence of compliance as may reasonably be required.

4.5 The Customer shall ensure that any person associated with the Customer who is using or receiving the benefit of the Services in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Customer in clause 4.4 ("Relevant Terms"). The Customer shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable for any breach by such persons of any of the Relevant Terms.

4.6 For the purposes of clauses 4.4 and 4.5, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

4.7 If performance of any obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"), without limiting or affecting any other right or remedy:

4.7.1 NRTH LTD shall have the right to suspend performance of the Services until the Customer remedies the Customer Default;

4.7.2 neither NRTH LTD nor 23C shall be in breach of this Contract;

4.7.3 neither NRTH LTD nor 23C shall be liable for any costs or losses sustained or incurred (whether directly or indirectly) by the Customer arising from such prevention and/or delay and/or failure;

4.7.4 NRTH LTD shall be entitled to an extension of any affected time for performance of the Services; and

4.7.5 NRTH LTD shall be entitled to charge, and the Customer shall reimburse NRTH LTD on written demand, for any additional charges, expenses and costs arising directly or indirectly from such prevention and/or delay and/or failure.

5. Charges and payment

5.1 At the date of these Conditions, NRTH is provided free of charge and no Subscription Charges are payable by the Customer. NRTH LTD reserves the right to introduce Subscription Charges in the future, details of which will be published at NRTH.CO.UK/pricing and notified to the Customer before any charges become payable.

5.2 Where Subscription Charges become payable, they shall be payable to NRTH LTD (or, where payments are collected via the Apple App Store or Google Play Store, to the relevant store operator acting on NRTH LTD's behalf, subject to that store's own terms). 23C does not collect Subscription Charges from Customers.

5.3 NRTH LTD reserves the right to amend Subscription Charges as detailed at NRTH.CO.UK/pricing.

5.4 Where NRTH LTD invoices the Customer directly for Subscription Services, the Customer shall pay each such invoice in accordance with the payment terms detailed at NRTH.CO.UK/pricing, in full and in cleared funds to a bank account nominated by NRTH LTD. Time for payment shall be of the essence of the Contract.

5.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract, the Customer shall, on receipt of a valid VAT invoice, pay such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.6 If the Customer fails to make a payment due under the Contract by the due date, then, without limiting any other remedy under clause 8, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Ownership and Intellectual property rights

6.1 Ownership. The Customer acknowledges and agrees that:

6.1.1 NRTH LTD is the sole and exclusive owner of, and retains all right, title and interest in and to, NRTH, the NRTH brand, the NRTH platform, the NRTH app, all App Packages, the Code Base, all Services, and all Intellectual Property Rights in each of the foregoing (together, the "NRTH IP"), including all modifications, enhancements, derivative works, updates, patches, releases and documentation thereof, however and by whomever created;

6.1.2 23C's role is limited to app store publishing and distribution of the NRTH mobile applications on NRTH LTD's behalf. 23C does not own, and nothing in these Conditions transfers to 23C or to the Customer any ownership of, any of the NRTH IP;

6.1.3 no ownership of, title to, or any Intellectual Property Rights in, any part of the NRTH IP passes to the Customer under or in connection with these Conditions or the Contract. The Customer acquires only the limited licence expressly granted in clause 6.2;

6.1.4 all goodwill arising from the Customer's use of NRTH and any NRTH trademarks shall accrue exclusively to NRTH LTD; and

6.1.5 any feedback, suggestions, bug reports or ideas provided by the Customer in relation to NRTH shall be freely usable by NRTH LTD and 23C, and all Intellectual Property Rights therein are hereby assigned by the Customer to NRTH LTD with full title guarantee.

6.2 Licence. Subject to the Customer's continuing compliance with these Conditions and payment of all applicable Subscription Charges (if any), NRTH LTD grants to the Customer a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to download, install and use NRTH and any App Package (excluding materials provided and/or uploaded by the Customer) solely for the purpose of receiving and using the Services in accordance with these Conditions. No other rights are granted, whether by implication, estoppel, exhaustion or otherwise.

6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

6.4 The Customer grants to NRTH LTD (and to 23C to the extent necessary to provide the Services) a fully paid-up, non-exclusive, royalty-free, non-transferable, worldwide licence to copy, store, transmit and modify any materials provided or uploaded by the Customer for the term of the Contract for the purpose of providing the Services to the Customer.

6.5 Any unauthorised use, copying, distribution, reverse engineering or other exploitation of the NRTH IP constitutes a material breach of these Conditions and infringement of NRTH LTD's Intellectual Property Rights, for which NRTH LTD shall be entitled to seek all available remedies at law and in equity, including injunctive relief.

7. Limitation of liability

7.1 Matters not excluded. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

7.1.1 death or personal injury caused by negligence;

7.1.2 fraud or fraudulent misrepresentation; and

7.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

7.2 Aggregate cap. Subject to clause 7.1, the total aggregate liability of NRTH and 23C (together and separately) to the Customer under or in connection with the Contract, whether arising in contract, tort (including negligence), for breach of statutory duty, misrepresentation, restitution or otherwise, and whether arising from a single event or series of connected events, shall not exceed the lesser of (i) the total Subscription Charges paid by the Customer in the three (3) months immediately preceding the first event giving rise to the liability, and (ii) one hundred pounds sterling (£100).

7.3 Excluded losses. Subject to clause 7.1, neither NRTH nor 23C shall in any circumstances be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, for any of the following types of loss (whether direct or indirect):

7.3.1 loss of profits or revenue;

7.3.2 loss of sales or business;

7.3.3 loss of agreements or contracts;

7.3.4 loss of anticipated savings;

7.3.5 loss of use or corruption of software, data or information;

7.3.6 loss of or damage to goodwill or reputation;

7.3.7 wasted management, operational or staff time;

7.3.8 loss arising from service interruption, downtime, unavailability, latency, data loss or security breach;

7.3.9 any loss or damage arising from content uploaded, created or shared by the Customer or any third party; and

7.3.10 any indirect, special or consequential loss, damage, costs or expenses whatsoever.

7.4 No warranties. NRTH and 23C have given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, and to the fullest extent permitted by law, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are excluded from the Contract. All other warranties, conditions and terms (whether express, implied, statutory or otherwise) are excluded to the fullest extent permitted by law.

7.5 Distributor status. The Customer acknowledges that 23C acts solely as distributor of NRTH. Without prejudice to the aggregate cap in clause 7.2, the Customer agrees that it will bring any claim in connection with NRTH, the Code Base, any App Package or the Services against only one of NRTH or 23C in respect of the same loss, and recovery from one shall discharge the liability of the other to the same extent.

7.6 Customer indemnity. The Customer shall indemnify and hold harmless NRTH, 23C, and each of their affiliates, officers, employees, agents and contractors (the "Indemnified Parties") on demand from and against all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees on an indemnity basis) arising out of or in connection with: (a) the Customer's breach of these Conditions; (b) the Customer's use or misuse of NRTH, any App Package, the Code Base or the Services; (c) any Customer Content (as defined in clause 16); and (d) the Customer's negligence, wilful default or fraud.

7.7 Time bar. Subject to clause 7.1, no claim may be brought by the Customer under or in connection with the Contract unless written notice of the claim is given to 23C within six (6) months of the Customer becoming aware (or being deemed to be aware) of the matter giving rise to the claim, and proceedings in respect of the claim are issued and served within twelve (12) months of such notice.

7.8 Basis of bargain. The Customer acknowledges that the allocation of risk in this clause 7 is reasonable in the circumstances, reflects the pricing of the Services, and forms an essential basis of the bargain between the parties. The provisions of this clause 7 shall apply notwithstanding any failure of essential purpose of any limited remedy.

7.9 This clause 7 shall survive termination of the Contract.

8. Term & Termination

8.1 The Contract shall, unless otherwise terminated as provided in this clause 8, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, shall be automatically renewed for successive periods of one month (each a "Renewal Period"), unless:

8.1.1 either party notifies the other of termination, in writing, at least thirty (30) days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

8.1.2 otherwise terminated in accordance with the provisions of the Contract;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term".

8.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

8.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that party being notified in writing to do so;

8.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

8.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

8.2.4 the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.3 Without affecting any other right or remedy available to it, NRTH or 23C may terminate the Contract with immediate effect by giving written notice to the Customer if:

8.3.1 the Customer fails to pay any amount due under the Contract on the due date for payment;

8.3.2 there is a change of control of the Customer; or

8.3.3 the Customer breaches any provision of clause 4.2, clause 6 or clause 16.

8.4 Without affecting any other right or remedy available to it, NRTH LTD may suspend the supply of Services under the Contract or any other contract between the Customer and NRTH LTD if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clauses 8.2.2 to 8.2.4, or NRTH LTD reasonably believes that the Customer is about to become subject to any of them.

9. Consequences of termination

9.1 On termination of the Contract:

9.1.1 the Customer shall immediately pay to NRTH LTD all of NRTH LTD's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, NRTH LTD shall submit an invoice, which shall be payable by the Customer immediately on receipt;

9.1.2 the Customer shall return all NRTH Materials which have not been fully paid for. If the Customer fails to do so, then NRTH LTD may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;

9.1.3 all licences granted under the Contract shall immediately terminate;

9.1.4 the Customer shall immediately cease all use of NRTH, any App Package, the Code Base and/or the Services, delete all copies of the App Package and any part of the Code Base in its possession or control, and on request certify such deletion in writing; and

9.1.5 each party shall return and make no further use of any equipment, property, software and other items (and all copies of them) belonging to the other party.

9.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

9.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

10. General

10.1 Force majeure. Neither NRTH nor 23C shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, network slowdown, act of god, epidemic or pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, cyber attack, or default of suppliers, sub-contractors or cloud service providers. If the period of delay or non-performance continues for two (2) months, the party not affected may terminate the Contract by giving four (4) weeks' written notice to the affected party.

10.2 Assignment and other dealings.

10.2.1 NRTH and 23C may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of their respective rights and obligations under the Contract.

10.2.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of 23C.

10.3 Confidentiality.

10.3.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five (5) years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of any other party, except as permitted by clause 10.3.2.

10.3.2 Each party may disclose the other parties' confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that such persons comply with this clause 10.3; and

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

10.3.3 No party shall use the other parties' confidential information for any purpose other than to perform its obligations under the Contract.

10.4 Entire agreement.

10.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

10.4.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

10.5 Variation. Except as set out in these Conditions (including clause 3.3), no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

10.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 10.7 shall not affect the validity and enforceability of the rest of the Contract.

10.8 Notices.

10.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified by the Customer when agreeing to these Conditions and entering into the Contract.

10.8.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when Normal Business Hours resume.

10.8.3 This clause 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

10.9 Third party rights. Save that NRTH LTD shall be entitled to enforce the terms of the Contract under the Contracts (Rights of Third Parties) Act 1999, the Contract does not give rise to any rights under that Act to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

10.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

10.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

11. User Content and Privacy

11.1 All videos and content uploaded by the Customer to NRTH are private by default and will only be accessible to the Customer. Such content will not be shared with other users or made public unless the Customer explicitly opts in to become part of the social network or community features provided by NRTH.

11.2 Video content. Any video content recorded or uploaded by the Customer is, at the date of these Conditions, transitioning to local-only storage on the Customer's device. Once the transition is complete, video content will not be uploaded to, or stored on, NRTH LTD's or any third-party servers unless the Customer expressly opts in to a feature that requires cloud storage (for example, sharing content with other users). Until the transition is complete, video content may be stored on third-party servers as described in clause 12. Further details are set out in NRTH LTD's Privacy Policy.

12. Third-Party Services and Data Storage

12.1 The Customer acknowledges that content uploaded to NRTH (including, where applicable, video content prior to NRTH's transition to local device storage) is stored on third-party servers managed by Amazon Web Services ("AWS") in the Republic of Ireland (EU region). To the fullest extent permitted by law, neither NRTH LTD nor 23C accepts any liability for any loss, corruption, or breach of data, or any other issue that may arise in connection with AWS's services. The use of AWS is subject to its own terms and conditions (aws.amazon.com/legal).

12.2 NRTH LTD may, at its discretion, change storage, hosting or infrastructure providers at any time, and any reference to AWS above shall be read to include any such replacement provider.

12.3 The Customer acknowledges that NRTH is published and distributed via the Apple App Store (by Apple Inc.) and the Google Play Store (by Google LLC), and that the Customer's download, installation and use of NRTH is additionally subject to the applicable app store's own terms and conditions. Neither NRTH LTD nor 23C accepts any liability for any acts or omissions of Apple or Google, or for any issues arising from the operation of the Apple App Store or Google Play Store.

13. Data Protection

13.1 NRTH LTD is the sole data controller in respect of personal data processed in connection with NRTH and the Services. NRTH LTD's collection and use of personal data is governed by NRTH LTD's Privacy Policy, available at NRTH.CO.UK/privacy, which forms part of these Conditions by reference.

13.2 23C does not collect, access, use, store, transmit or otherwise process any Customer personal data in connection with NRTH or the Services. 23C's role is limited to app store publishing and distribution as described in these Conditions.

13.3 Where any future payments are introduced, such payments will be processed by third-party payment processors (including the Apple App Store, Google Play Store, or a payment gateway such as Stripe) on NRTH LTD's behalf. The Customer's use of such services is subject to the relevant third party's terms and conditions, and neither NRTH LTD nor 23C is responsible for any payment processing errors, security breaches, or other issues arising from those third-party services.

14. Leaderboard and Public Display of Exercise Data

14.1 By using NRTH, the Customer acknowledges and agrees that certain exercise data, including but not limited to the number of repetitions, duration of exercises, and other performance metrics, will be publicly displayed by default on the NRTH leaderboard, accessible at nrth.co.uk/leaderboard. This data is displayed to foster a community environment and encourage friendly competition among users.

14.2 Opt-Out Option. If the Customer prefers not to have their exercise data publicly displayed, they may opt out at any time by contacting us at nrth.co.uk/Contact. Upon receiving an opt-out request, we will ensure the Customer's exercise data is no longer publicly visible on the leaderboard. Should any data be visible on the public leaderboard, the Customer should request this to be removed. This may take a reasonable amount of time to be actioned.

14.3 Default Opt-In. The Customer is opted in by default to the public display of exercise data upon using NRTH. By continuing to use the platform without opting out, the Customer consents to the public display of their exercise data as described above. If the Customer chooses to opt out, they may request that any previously displayed exercise data be removed from public view. This may take a reasonable amount of time to be actioned.

15. Assumption of Risk and Waiver of Liability

15.1 The Customer acknowledges and agrees that participation in any physical activities, challenges, or exercises made available through NRTH involves inherent risks, including the risk of physical injury or death. The Customer voluntarily assumes all risks associated with their participation in such activities. Subject always to clause 7.1, neither NRTH nor 23C shall be liable for any physical injury, illness, disability, or death that may result from the Customer's participation in any exercises or challenges provided through NRTH, whether caused by the Customer's actions, the actions of others, or the condition of the premises or equipment used.

15.2 The Customer agrees to consult with a healthcare provider before beginning any exercise program or challenge, especially if the Customer has any pre-existing medical conditions, is pregnant, or has any concerns about their fitness level or ability to participate in the activities offered through NRTH.

15.3 Subject always to clause 7.1, the Customer hereby releases, waives, and discharges NRTH, 23C, and each of their affiliates, employees, agents, and contractors from any and all claims, demands, damages, rights of action, or causes of action, present or future, whether known or unknown, resulting from or arising out of the Customer's use of NRTH or participation in any exercise or challenge. The Customer further agrees to indemnify and hold NRTH and 23C harmless from any and all liabilities, losses, claims, and expenses, including reasonable legal fees, that may arise from or relate to the Customer's participation in NRTH's activities, both now and in the future.

15.4 Nothing in this clause 15 shall exclude or limit any liability which cannot be excluded or limited under English law (including as set out in clause 7.1).

16. Customer Content and Platform Assets

16.1 Customer Content Warranty. The Customer warrants and represents that it owns, or has obtained all necessary rights, licences, consents, and permissions to upload, store, use, display, and share any content made available through NRTH, including but not limited to videos, images, audio, fonts, design assets, templates, and other materials ("Customer Content").

16.2 Responsibility for Customer Content. The Customer is solely responsible for the legality, integrity, and intellectual property compliance of all Customer Content. Neither NRTH nor 23C verifies the ownership or licensing of Customer Content, and neither shall have any responsibility for any infringement arising from Customer Content uploaded or used by the Customer in connection with the Services.

16.3 Customer Indemnity. The Customer shall indemnify and hold harmless NRTH, 23C, and each of their affiliates, officers, employees, agents, and contractors from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees on an indemnity basis) arising out of or in connection with any third-party claim that the Customer Content infringes or misappropriates any intellectual property rights, privacy rights, or other proprietary rights.

16.4 Platform Assets. To the extent that any fonts, icons, interface elements, templates, or other design assets are made available by NRTH as part of NRTH ("Platform Assets"), NRTH makes such Platform Assets available for use within NRTH solely for the purpose of receiving the Services. The Customer acknowledges that Platform Assets are licensed solely for use within NRTH and may not be extracted, reused, distributed, or exploited outside NRTH.

16.5 No Additional Warranties. Except as expressly stated in clause 16.4, neither NRTH nor 23C makes any representation or warranty that the Services or any Platform Assets will be free from infringement of third-party intellectual property rights, and neither shall have any liability for any use of the Services or Platform Assets outside the scope of the licence granted under this Contract.

16.6 Survival. This clause 16 shall survive termination or expiry of the Contract.

— End of Conditions —