LAST UPDATED 25 November 2021

Any term or reference in these Terms and Conditions which is not otherwise defined, shall bear the same meaning as ascribed thereto in the Strategic Partner Referral Agreement (the “Agreement”) as entered into between the Parties,

1. Marketing and Promotion:

1.1. The Company shall use only those marketing and other promotional materials, applications, documents or materials that have been approved for use by Playroll.

1.2. The Company shall not publish or use any false, misleading or deceptive materials or information relating to the services provided by Playroll.

1.3. The Company shall have no authority to enter into contracts that bind or create obligations on Playroll without the prior written authorization of Playroll.

2. Termination:

2.1. Either Party may terminate the Agreement at any time by giving the other Party 60 (sixty) days prior written notice of such termination.

2.2. Should a Party commit a material breach of any provision of the Agreement and fail to remedy such breach within 14 (fourteen) days of receiving written notice from the other Party, then the non-defaulting Party shall be entitled, without prejudice to its other rights in law, to cancel the Agreement or to claim specific performance of the other Party’s obligations.

2.3. Playroll may terminate the Agreement with immediate effect should Playroll, in its sole and unfettered discretion determine that the Company’s actions bring the goodwill and reputation of Playroll into disrepute.

2.4. Subject to clause 3.5, upon termination of the Agreement, Playroll shall pay to the Company any unpaid Referral Fees accrued prior to the termination date.

3. Non-Compete:

3.1. For purposes of this clause 3, the following terms shall have the meanings set out beside them:

3.1.1. “Competitive Activity” – any activity undertaken which is directly in competition with the Prescribed Services.

3.1.2. “Prescribed Area” – the United Kingdom and all territories where Playroll is trading indirectly or directly where the Company has had dealing in such territories.

3.1.3. “Prescribed Customers” – all corporate parties with whom Playroll has a relationship with for the supply of Prescribed Services to such parties or to the customers of such parties which shall include but not be limited to the Referral Client.

3.1.4. “Prescribed Period” – the Term as set out in the Agreement as entered into between the Parties and for a period of 2 (two) years calculated from the termination date.

3.1.5. “Prescribed Services” – all services offered by Playroll, to which the Company has been exposed during the course and scope of the Agreement, to its Prescribed Customers.

3.2. It is recorded that in the course of the relationship, the Company will:

3.2.1. acquire considerable know-how relating to the Prescribed Services that Playroll provides;

3.2.2. have access to names, details and other information in regard to clients with whom Playroll does business, whether embodied in written form or otherwise; and

3.2.3. have the opportunity of learning and acquiring the trade secrets, business connections and other proprietary and Confidential Information (defined below) pertaining to the Prescribed Services.

3.3. The Company hereby undertakes that it shall not be interested, engaged, concerned or associated with in whosever capacity or otherwise, in any entity/ies or in its own name which during any of the months of the Prescribed Period –

3.3.1. render any Prescribed Services in the Prescribed Area;

3.3.2. render, market or sell any Prescribed Services to any Prescribed Customers; and

3.3.3. canvas business from Prescribed Customers.

3.4. The Company acknowledges and agrees that –

3.4.1. the restraints imposed upon it in terms of this clause 3 are reasonable as to subject matter, period and territory; and

3.4.2. Playroll will be entitled to the benefit of the restraints set out in this clause 3, interpreted in their widest sense.

3.5. Nothing in this Agreement shall prevent the Company from rendering its own services, existing as at the Effective Date in the ordinary course of its business, and/or from referring its clients to alternative providers of the Prescribed Services, provided that the Company does not breach any of its confidentiality obligations or undertakings and that the Company at all times acts in good faith towards Playroll. This is a material term of this Agreement.

3.6. In the event that the Company breaches this clause 3:

3.6.1. The Company will not be entitled to any outstanding Referral Fees which are owed by Playroll to the Company as at the date of the breach hereof; and

3.6.2. Playroll shall be entitled to institute action for any damages suffered by Playroll and/ or any alternative remedy. The Company shall be liable for all legal costs on the scale between attorney and own client.

4. Confidentiality:

4.1. The term “Confidential Information” as used in the Agreement means, in respect of either Party, all non‐public, confidential or proprietary information or materials disclosed or otherwise acquired by the Party receiving the information (“Receiving Party”) from the Party disclosing the information (“Disclosing Party”), whether or not such information is written or oral or labeled or otherwise identified as confidential or proprietary by the Disclosing Party. Such information includes, without limitation, information related to the Disclosing Party’s trade secrets; trademarks; knowhow; technologies; techniques, systems or processes; existing or future products; client lists; client names and contact details; the names and details of imports and exports; business plans of all corporate parties with whom the Disclosing Party has a relationship with for the supply of services to such parties or to the customers of such parties which shall include but not be limited to the Referral Client; business plans; financial information; accounting statements or audits; and any other information relating to the business or products of the Disclosing Party. Confidential Information does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure in breach of any term of the Agreement; (ii) was known by the Receiving Party without any restriction as to disclosure or use prior to receiving the same directly or indirectly from the Disclosing Party; (iii) was lawfully received by the Receiving Party from a third party without an obligation of confidentiality; or (iv) was independently developed by the Receiving Party without reference to or use of the Confidential Information.

4.2. The Receiving Party and its Representatives (as defined below) shall use the Confidential Information delivered to it by the Disclosing Party solely for the purpose of the performance of its obligations set out in the Agreement (“Permitted Purpose”). No other use of the Confidential Information is permitted without the prior written consent of the Disclosing Party.

4.3. From the date of its disclosure until 10 years after the termination date, the Receiving Party shall protect the Disclosing Party’s Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own Confidential Information of a like nature. The Receiving Party shall further restrict disclosure of such Confidential Information to those of its directors, officers, employees, agents and advisors, including lawyers, accountants and financial advisors (collectively known as the “Representatives”) who have a need to know such Confidential Information in the course of the performance of their duties for the Receiving Party and who are bound by a duty of confidentiality no less protective of the Disclosing Party’s Confidential Information than as set out in the Agreement.

4.4. The Receiving Party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the Disclosing Party reasonable prior written notice, to the extent such notice is not prohibited by law, to permit the Disclosing Party to contest such disclosure. The Receiving Party shall ensure that any such disclosure in terms of this clause 4.4 shall be limited to the required disclosure.

4.5. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Confidential Information and will cooperate with the Disclosing Party in every reasonable way for the Disclosing Party to regain possession of the Confidential Information and prevent further unauthorized use or disclosure.

4.6. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party and the Receiving Party shall not acquire any license, intellectual property rights or legal or equitable interest in the Disclosing Party’s Confidential Information except for the limited right to make copies as necessary, and in accordance with the Agreement, for the Permitted Purpose.

5. Data protection:

5.1. Each Party confirms that it has implemented, and agrees to follow its own appropriate administrative, technical, and physical safeguards and other appropriate measures to protect the security, confidentiality and integrity of any data and personal data it obtains and to prevent the misuse and wrongful disclosure thereof.

5.2. Both Parties agree to fully comply with any respective obligations under the Applicable Data Protection Laws. “Applicable Data Protection Laws” shall mean EU Data Protection Laws (the GDPR, as well as any other applicable EU legislation), as well as the data protection or privacy laws of any other country where applicable.

5.3. Playroll shall ensure that a comprehensive data protection agreement is signed with any new Referral Clients signed through the Agreement.

6. Liability:

6.1. Playroll shall indemnify and hold harmless the Company on demand against any claims, liabilities, losses, costs, proceedings, damages or expenses arising out of or in connection with any breach by Playroll of any of the provisions of the Agreement (“Damages”). The quantum of the Damages will be limited to the value of the Referral Fee paid to the Company within 1 (one) year prior to the incident giving rise to the Damages.

6.2. Playroll will not be liable to Company or to any third party in relation to the Agreement for any indirect, unforeseeable, special, punitive, exemplary, or consequential damages whatsoever, including but not limited to property damage, loss of use, loss of business, economic loss, loss of data or loss of profits, without regard to the form of action (including but not limited to contract, negligence, or other actions for extra-contractual liability) arising out of or in connection with the Agreement, materials; and/or the Playroll Services.

7. General:

7.1. Neither Party shall be deemed to be an agent or employee of the other. The Parties’ relationship is solely independent. Neither Party is a legal representative of the other and neither Party can assume or create any obligation, representation, warranty, guarantee, express or implied, on behalf of the other.

7.2. All notices, reports and other communications required under the Agreement shall be sent by facsimile, electronic mail, registered mail or other reliable method of transmission and shall be deemed received by the receiving Party on the first business day following transmission where sent by facsimile or electronic mail, and 7 business days following transmission where sent by registered mail, return receipt requested. Notices, reports and other communications shall be sent to the address first noted above, or such other addresses or number that either Party may specify to the other Party in writing.

7.3. The invalidity of any provision of the Agreement shall not affect the validity of other provisions.

7.4. The Agreement constitutes the entire agreement between the Parties relating to the subject matter herein and supersedes any previous agreements, oral or otherwise. The Agreement is binding on the Parties’ successors and assigns.

7.5. Neither Party shall subcontract, assign or transfer any of its rights or obligations under the Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld.

7.6. The Agreement shall be governed and construed in accordance with the laws of England and Wales.

7.7. Both Parties have been free to seek advice and guidance in respect of the terms of these Terms and Conditions and the Agreement as entered into between the Parties. As such the Parties acknowledge that they understand the terms of the Agreement and agree that such terms are fair and reasonable.