Terms and Conditions of Service – RIDER B – UNITED KINGDOM

This Rider applies where the Company 3 entity identified on the applicable order is located in the United Kingdom. To the extent of any conflict between this Rider and the Terms, this Rider shall prevail.

1. GOVERNING LAW AND JURISDICTION
Section 15.A of the Terms is deleted and replaced with the following:

15.A. Governing Law; Venue. Except as provided in Section 15.J (Arbitration) and unless otherwise required by law: (1) these Terms shall be governed by and construed in accordance with the laws of England and Wales; and (2) each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

2. ARBITRATION
Section 15.J of the Terms is deleted and replaced with the following:

15.J. Arbitration. Any dispute, claim, or controversy between Customer and Company 3 (or any of their officers, employees, or agents) arising out of or relating to these Terms, Company 3’s services provided hereunder, or the breach, termination, enforcement, interpretation, or validity of these Terms, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by binding arbitration seated in London, England before a single arbitrator. The arbitration shall be administered by the London Court of International Arbitration (“LCIA”) pursuant to the LCIA Arbitration Rules in effect at the time of the arbitration. The language of the arbitration shall be English. Any arbitration may only proceed on an individual basis and both Customer and Company 3 waive any right to participate in any class or collective action. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude either Customer or Company 3 from seeking provisional remedies in aid of arbitration or injunctive relief from a court of appropriate jurisdiction. The decision of the arbitrator shall be final and conclusive. The Arbitration Act 1996 shall apply to arbitrations under this Section. Customer may opt out of this arbitration provision by providing written notice to Company 3 no later than two (2) weeks following the commencement of services hereunder.

3. CURRENCY AND PAYMENT
The following shall supplement Section 4 of the Terms:

4.G. United Kingdom Currency. All Fees, charges, expenses, and other amounts payable under these Terms shall be denominated and payable in pounds sterling (GBP), unless otherwise specified in the applicable order or quotation.

4. LATE PAYMENT
The following shall supplement Section 4.E of the Terms:

Without prejudice to the late payment interest provisions set forth in Section 4.E, nothing in these Terms shall exclude or limit Customer’s rights under the “Late Payment of Commercial Debts (Interest) Act 1998”, as amended, including the right to statutory interest and to claim a fixed sum as compensation for the cost of recovering any late payment.

5. TAXES
The following shall supplement Section 4.B of the Terms:

For the avoidance of doubt, “Taxes” as used in Section 4.B shall include United Kingdom Value Added Tax (“UK VAT”) imposed under the “Value Added Tax Act 1994” (as amended). Company 3 shall include its VAT registration number on all invoices and shall issue valid VAT invoices in accordance with applicable UK tax legislation. Where applicable, Fees shall be stated exclusive of VAT, and VAT shall be added at the prevailing rate and shown as a separate item on each invoice.

6. INSURANCE
The insurance requirements set forth in the Terms, to the extent applicable, shall be denominated in pounds sterling. Insurance policies shall be obtained from insurers authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, or from insurers of equivalent standing in the London market. Employers’ liability insurance shall be maintained in accordance with the “Employers’ Liability (Compulsory Insurance) Act 1969” with a minimum limit of £10,000,000 per occurrence, where applicable.

7. ADDITIONAL UK PROVISIONS

A. Unfair Contract Terms
The parties acknowledge that the “Unfair Contract Terms Act 1977” (“UCTA”) applies to these Terms to the extent provided by law. Nothing in these Terms shall exclude or restrict Company 3’s liability: (i) for death or personal injury resulting from Company 3’s negligence; (ii) for fraud or fraudulent misrepresentation; (iii) under section 12 of the “Sale of Goods Act 1979” (title and quiet possession); or (iv) for any other liability which cannot be excluded or limited under applicable law, including UCTA. Any limitation or exclusion of liability in these Terms shall apply only to the extent that it satisfies the requirement of reasonableness as defined in section 11 of UCTA.

B. Third-Party Rights
Unless expressly stated otherwise in these Terms, no person who is not a party to these Terms shall have any right under the “Contracts (Rights of Third Parties) Act 1999” to enforce any provision of these Terms.

C. Employers’ Liability and Tax
To the extent Customer engages Company 3 personnel or Company 3 engages personnel to perform services at Customer’s premises, each party shall comply with all applicable employment and tax laws, including without limitation the “Employment Rights Act 1996”, the “Working Time Regulations 1998”, the off-payroll working rules (IR35) as set out in the “Income Tax (Earnings and Pensions) Act 2003”, and all applicable HMRC guidance. Each party shall be responsible for its own personnel and shall indemnify the other party against any employment-related claims, taxes, penalties, or liabilities arising from the engagement of its own personnel.

D. Modern Slavery
Each party shall comply with the “Modern Slavery Act 2015” to the extent applicable, and shall not engage in any activity, practice, or conduct that would constitute an offence under the Modern Slavery Act 2015. Upon Customer’s reasonable request, Company 3 shall provide a copy of its modern slavery statement (if applicable) or confirm its compliance with this provision.

E. Anti-Corruption
In addition to the provisions of Section 15.B, each party shall comply with the “Bribery Act 2010” and shall have and maintain in place throughout the term of these Terms its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Bribery Act 2010.

F. Statutory Limitations
To the extent any limitation of liability, exclusion of warranty, or other provision of these Terms would be unenforceable under English law, such provision shall be limited to the minimum extent necessary to comply with applicable law.