Terms & Conditions

TARGA VIASAT UK TRADING

TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES These terms and Conditions apply to all goods or services supplied by Targa Viasat UK Limited. Please note that by placing an order with Targa Viasat UK Limited, you accept these terms and Conditions.

1 Definitions and interpretation

1.1

The following definitions apply in these Conditions;

Applicable Laws: any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directive or requirement or notice of any regulatory body, delegated or subordinate legislation which apply to the provision of the Services from time to time;

Business Day: a day (other than a Saturday, a Sunday or a public holiday in England) on which banks in London are open for business;

Charges: means any sums or fees payable by the Customer to Targa pursuant to the terms of this Contract and in respect of the Order as set out in the Order Acknowledgement;

Commencement Date: as defined in Condition 2.2;

Conditions: means Condition 1 (Definitions and Interpretation) to Condition 19 (Governing Law and Jurisdiction) inclusive set out in this document together with any other document to which they refer;

Confidential Information: without limitation, business, commercial, economic, financial, operational, technical, administrative, marketing, planning and staff information and data relating to the Supplying Party or its interests disclosed including any Intellectual Property Rights to the Receiving Party whether before, during or after the provision of the Services, whether in written, oral, pictorial or any other form, and all information, data, know-how, trade secrets, formulae, processed, designs, photographs, drawings, specifications, software programs, samples or other material attributable to or deriving its existence from the provision of the Services, and including but not limited to the content and existence of this Contract. “Supplying Party” and “Receiving Party” shall have the meanings ascribed in Condition 13 of these Conditions;

Contract: means any contract between Targa and the Customer for the supply of Goods and Services formed pursuant to Condition 2.2;

Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly;

Customer: is the person, firm or company purchasing Goods and/or Services from Targa as set out in the Order Acknowledgement;

Customer Personal Data: means any personal data in relation to which the Customer is the Controller, including any such Personal Data as may relate to the staff, customers, or suppliers of the Customer;

Data Protection Legislation: all applicable law in any jurisdiction relating to the processing or protection of personal data and privacy, including the Data Protection Act 2018, the UK General Data Protection Regulation (as defined in The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003), the General Data Protection Regulation 2016 (Regulation (EU) 2016/679) and any laws that replace or amend any of them from time to time. All references to “controller”, “processor”, “personal data”, “personal data breach”, “data subject”, and “process” (and its alternate terms) shall bear the respective meanings given to them in Data Protection Legislation;

Delivery Date: as defined in Condition 4.1;

Delivery Location: the location for delivery of the Goods or performance of the Services as set out in any Order Acknowledgement;

Dispute: means any dispute, disagreement or claim arising out of or in connection with this Contract, its subject matter or formation (including non-contractual disputes and claims);

Force Majeure Event: means any event outside the reasonable control of either Party affecting its ability to perform any of its obligations (other than payment) under the Contract including Act of God, fire, flood, lightning, volcano, earthquake or other natural disaster; war, revolution, act of terrorism, riot or civil commotion; strikes, lock-outs or other industrial action, whether of the affected Party’s own employees or others; failure of or interruptions in supplies of power, fuel, transport, equipment, raw materials or other goods or services; non-performance of suppliers or sub-contractors; and/or compliance with any changes in Applicable Law;

Goods: the hardware device and other attachments provided by Targa which can be installed in the Customer vehicles as necessary for the provision of the Services as set out in the Order Acknowledgement or any Quote (as applicable);

Insolvency Event: means in relation to either Party, that it becomes insolvent or unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986 or becomes subject to, or itself takes any steps to invoke, any law, proceedings, procedure or third party action preliminary or relating to its insolvency, winding-up, liquidation, administration or receivership (or any analogous proceedings in any jurisdiction) or any enforcement of any security against it, or to a rescheduling, composition or arrangement in respect of any of its debts;

Installation Services: means the installation of the Goods by Targa to enable the Customer to receive the Services;

Intellectual Property Rights: all inventions, patents, utility models, designs (both registered or unregistered and including rights relating to semi-conductor topographies), database rights, copyright and trade marks (both registered and unregistered), together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature;

Losses: losses (including all direct losses, which may include loss of profit and loss of reputation), claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs (calculated on a full indemnity basis);

OEM Subscription Services: the services due to support the activation of a vehicle manufacturer’s pre-installed device;

Order Acknowledgement: means the acceptance of an Order containing the Order Information that Targa agrees to provide;

Order Information: means the information relating to the Goods or Services, including:

(a)the total value and unit value of the Goods;

(b)the quantity of Goods and any parts numbers;

(c)all delivery details, including Delivery Location and Delivery Dates and times for delivery;

(d)the scope of any Services;

(e)any Specification; and

(f)the Charges;

Order: any order submitted by or on behalf of the Customer, in relation to the Goods and / or Services to be provided by Targa under the terms of this Contract;

Quote: means any quotation, proposal or tender provided by Targa for Goods and/or Services containing the Order Information;

Services: the Software, OEM Subscription Services and those associated services provided to the Customer, including the Installation Services, as more particularly described in the Order Acknowledgement or any Quote (as applicable);

Software: the online information and electronic software applications provided by Targa as part of the Services;

Software Documentation: any materials or documentation provided by Targa in relation to the Software;

Specification: any specification for the Goods and/or Services offered by Targa and included in the Order Acknowledgement or which is agreed in writing by the Parties;

Targa: is Targa Viasat UK Limited (company number 2708351) whose registered address is 11 Britannia Business Park, Comet Way, Southend on Sea, Essex, SS2 6GE;

Targa Materials: means all documents, information, items and materials in any form, which are provided by Targa to the Customer in connection with the Goods and/or Services and this Contract;

VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax;

Virus: any thing or device (including any software, code, file or program) 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 program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program 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; and

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 confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

1.2

In these Conditions:

1.2.1 words in the singular include the plural and vice versa and reference to any gender includes the others;

1.2.2 reference to a person includes a natural person, company or unincorporated body (whether or not having separate legal personality) and a reference to company includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.3 a reference to a Condition is to a Condition of this Contract;

1.2.4 references to legislation are to that legislation as amended, extended or re-enacted from time to time;

1.2.5 a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;

1.2.6 any words following the terms including, include, in particular or any similar terms shall be construed as illustrative only and shall not limit the sense of the words preceding those terms; and

1.2.7 any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

1.3

Headings are for convenience only and shall not affect the interpretation of these Conditions.

1.4

This Contract shall be binding upon, and enure to the benefit of, the Parties and their respective personal representatives, successors and permitted assignees, and references to any Party shall include that Party’s personal representatives, successors and permitted assignees.

2 Basis of Contract

2.1

The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions.

2.2

The Order shall only be deemed to be accepted when Targa issues an Order Acknowledgement, at which point and on which date the Contract shall come into existence (“Commencement Date”).

2.3

Any samples, drawings, descriptive matter or advertising issued by Targa and any descriptions of the Goods or illustrations or descriptions of the Services contained in Targa’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract nor have any contractual force.

2.4

These Conditions are the only Conditions upon which Targa is prepared to deal with the Customer and they shall govern the Contract to the entire exclusion of all other terms and Conditions.

2.5

No terms or Conditions (other than these Conditions) endorsed upon, delivered with or contained in an Order, Order Acknowledgement or other document or any other terms that the Customer seeks to impose or incorporate will form part of the Contract and the Customer waives any right which it otherwise might have to rely on them.

2.6

Any Quote given by Targa shall not constitute an offer and is only valid for a period of 30 days from its date of issue unless expressly stated to the contrary.

2.7

Targa shall be under no obligation to accept any Order placed by the Customer and may in its sole discretion reject any Order placed by the Customer.

3 Provision of Goods

3.1

Targa shall deliver the Goods to the Delivery Location specified in the Order within the time period set out in the Order Acknowledgement (“Delivery Date”).

3.2

Delivery shall be deemed completed when Targa places the Goods at the Customer’s disposal at the Delivery Location.

3.3

Delays in the delivery of any Goods shall not entitle the Customer to:

3.3.1 refuse to take delivery of the Goods;

3.3.2 claim damages; or

3.3.3 cancel an Order.

3.4

Targa shall have no liability for any failure or delay in delivering any Goods to the extent that any such failure or delay is caused by the Customer’s failure to comply with its obligations under the Contract.

3.5

If the Customer fails to take delivery of the Goods on the Delivery Date then, except where that failure or delay is caused by Targa’s failure to comply with its obligations under this Contract or a Force Majeure Event:

3.6

Targa shall use its reasonable endeavours to arrange for redelivery of the Goods within such time period reasonably agreement between the Parties but subject at all times to the availability of Targa personnel where Installation Services are to be performed under the Contract.;

3.7

if the Customer fails to take delivery of any Goods redelivered in accordance with Condition 3.5.1, Targa shall store such Goods at the Customer’s cost and arrange for future delivery at the Customer’s sole cost and expense.

4 Installation Services

4.1

The Customer shall ensure it has all necessary permissions, information, consents, approvals and documents to enable Targa to provide the Installation Services. The Customer shall cooperate with Targa fully to provide sufficient information as may be required in order to assist in the delivery of the Installation Services.

4.2

Targa shall use its reasonable endeavours to provide the Installation Services in advance of any agreed go live date between the Customer, provided such date has been communicated and agreed by Targa in the Order Acknowledgement. Targa shall be entitled to sub-contract the whole or part of any performance of the Installation Services to any third party provider.

4.3

Targa shall use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Delivery Location and that have been communicated to Targa in advance, provided that it shall not be liable under this Contract if, as a result of such observation, it is in breach of any of its obligations under this Contract.

4.4

All Goods provided by Targa shall remain the sole and exclusive property of Targa until such time as the Goods have been paid for in full. The risk in the Goods shall pass to the Partner upon completion of the Installation Services by Targa.

4.5

Targa shall not be liable for any failure to provide the Installation Services or meet any go-live date specified in the Order Acknowledgement, to the extent that the failure or delay in providing the Installation Services is as a result of any event outside of Targa’s reasonable control which prevents or restricts its ability to access the Delivery Location to provide the Installation Services or to carry out any works in relation to the Installation Services;

5 Quality of Goods

5.1

Targa warrants that on delivery, and for a period of 24 months from the date of delivery (Warranty Period), the Goods shall:

5.1.1 conform with the Specification;

5.1.2 be free from material defects in design, material and workmanship;

5.2

Subject to Condition 5.3, if:

5.2.1 the Customer gives notice in writing to Targa during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 5.1; and

5.2.2 Targa is given a reasonable opportunity of examining such Goods;

Targa shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3

Targa shall not be liable for the Goods’ failure to comply with the warranty set out in Condition 5.1 if:

5.3.1 Targa makes any further use of such Goods after giving a notice in accordance with Condition 5.2;

5.3.2 the defect arises because the Customer failed to follow Targa’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

5.3.3 the defect arises as a result of Targa following any drawing, design or specification supplied by the Customer;

5.3.4 the Customer alters or repairs such Goods without Targa’s written consent;

5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working Conditions; or

5.3.6 the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4

Except as provided in this Condition 5, Targa shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Condition 5.1.

5.5

These Conditions shall apply to any repaired or replacement Goods supplied by Targa.

6 Targa's Obligations

6.1

In relation to the Services each Party will:

6.1.1 cooperate with the other Party in all matters relating to the Services;

6.1.2 use personnel who are suitably skilled and experienced to perform the tasks assigned to them;

6.1.3 obtain and maintain all necessary licences and consents and comply with all Applicable Law.

6.2

Targa shall use commercially reasonable efforts to make the Software available 99.00% of the time (“Uptime Availability”).

6.3

Targa does not warrant that:

6.3.1 use of the Software will be uninterrupted or error-free; or

6.3.2 the Software will be free from Vulnerabilities or Viruses.

6.4

Targa shall not be liable for any failure to achieve the Uptime Availability as a result of any (i) planned maintenance performed outside of normal business hours; or (ii) unplanned maintenance provided that Targa has used its reasonable endeavours to provide the Customer with reasonable advance notice.

6.5

If Targa’s compliance with the Uptime Availability or the performance of its obligations under the Contract or any Order is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then the Uptime Availability shall not apply and without prejudice to any other right or remedy it may have, Targa shall be allowed an extension of time equal to the delay caused to perform its obligations and shall not be liable for any costs, charges or losses sustained by the Customers that arise directly or indirectly from or in connection with such prevention or delay.

6.6

Any time incurred by Targa in investigating alleged faults or non-conformities with the Service notified to it by the Customer, which are later found not to have existed, may be charged to the Customer in accordance with Targa’s then-current standard rates (together with any third party Customer costs incurred in investigating the same). The Customer shall be entitled to see reasonable documentary evidence attesting to such third party costs.

6.7

If the Customer can prove to Targa’s reasonable satisfaction that, due to Targa’s own act or omission, Targa has failed to provide the Goods and/or Services in accordance with the terms of the Contract or at all, then Targa may at its option remedy such breach:

6.8

by re-performing the relevant part of the Goods and/or Services free of charge up to the amount of the Charges received by Targa for the provision of such Services (exclusive of any VAT); or

6.9

by repaying or crediting to the Contract that part of the Charges paid by the Contract to Targa relating to the relevant part of the Services which have not been performed in accordance with the Agreement (exclusive of any VAT),

6.10

and any such action shall discharge in full Targa’s liability to the Contract for such failure to supply the goods or perform the Services or relevant part of the Goods and/or Services.

7 Customer Obligations

7.1

The Customer shall:

7.1.1 ensure that the terms of the Order Acknowledgement are complete and accurate;

7.1.2 co-operate with Targa in all matters relating to the Goods and/or Services;

7.1.3 provide Targa, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Targa to provide the Goods and/or Services;

7.1.4 provide Targa with such information and materials as Targa may reasonably require in order to supply the Goods and/or Services, and ensure that such information is complete and accurate in all material respects;

7.1.5 prepare the Customer’s Delivery Location for the supply of the Services;

7.1.6 comply with all Applicable Laws, including health and safety laws;

7.1.7 before the date on which the Services are to start, obtain and at all times, maintain during the term of the Contract, all necessary licences and consents and comply with all Applicable Laws;

7.1.8 hold all Targa Materials in safe custody at its own risk and maintain the Targa Materials in good Condition until returned to Targa, and not dispose of or use the Targa Materials other than in accordance with Targa’s written instructions or authorisations;

7.1.9 not do or omit to do anything which may cause Targa to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business; and

7.1.10 notify Targa in writing immediately upon the occurrence of a change of Control of the Customer.

7.2

If Targa’s performance of any of its 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”):

7.2.1 without limiting or affecting any other right or remedy available to it, Targa shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Targa’s performance of any of its obligations;

7.2.2 Targa shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Targa’s failure or delay to perform any of its obligations as set out in this Condition 7.2; and

7.2.3 the Customer shall reimburse Targa on written demand for any costs or losses sustained or incurred by Targa arising directly or indirectly from the Customer Default.

8 Commencement and Duration

8.1

Targa may terminate this Contract at any time, in whole or in part, on giving not less than 3 months’ written notice to the Customer.

8.2

Without affecting any other right or remedy available to it, either Party may terminate this 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 provision of this Contract which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 30 days after being notified in writing to do so;

8.2.2 the other Party repeatedly breaches any of the provisions of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to this Contract; or

8.2.3 the other Party suffers an Insolvency Event.

8.3

Without affecting any other right or remedy available to it, Targa may terminate this 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, or

8.3.2 there is a change of Control of the Customer.

8.4

Targa shall have the right (at Targa’s option and without incurring any other liability to the Customer) to terminate, or suspend the supply of Services, or all further deliveries of Goods under the Contract or any other contract between the Customer and Targa immediately upon written notice to the Customer if:

8.4.1 Targa has reasonable grounds to believe that any of the Goods or Services are being used fraudulently, unlawfully or by an unauthorised third party; or

8.4.2 the Customer breaches any term of this Contract.

8.5

In any case where Targa would be entitled to terminate this Contract, instead of terminating this Contract as a whole, Targa may (acting in its sole discretion), without liability, elect to terminate individual elements of the Goods and/or Services only, by serving written notice on the Customer to that effect, specifying those Goods and/or Services which it is electing to terminate.

8.6

If Targa chooses to exercise its right of partial termination in accordance with Condition 8.5 the provisions of Condition 9 shall apply only to those Goods and/or Services which have been terminated, and the provisions of this Contract shall remain in full force and effect in respect of all other Goods and/or Services already performed, or currently in progress, or to be performed by the Customer in future under this Contract.

9 Consequences of Expiry and Termination

9.1

On termination of the Contract:

9.1.1 the Customer shall immediately cease all use of the Services;

9.1.2 the Customer shall forthwith make payment of all sums due and owing to Targa and Targa shall be entitled to submit an invoice to the Customer for Goods and/or Services rendered up until the date of termination, and the Customer shall make prompt payment of such invoice within 30 days of date of invoice;

9.1.3 the Customer shall return all of the Targa Materials and any Services or Goods which have not been fully paid for. If the Customer fails to do so, then Targa 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 this Contract.

9.1.4 any licences granted to the Customer by Targa under the Contract shall immediately terminate;

9.1.5 any rights, remedies, obligations or liabilities of the Parties or of any other person that have accrued up to the date of termination shall not be affected; and

9.1.6 any provision of the Contract which expressly or by implication is intended to come into or continue in force on or after the expiry or termination for any reason of the Contract shall remain in full force and effect, including the following Conditions 9, 10, 11.1.1, 13, 15 and 19.

10 Payment

10.1

The Charges shall be paid by the Customer to Targa at the rates and in accordance with any terms set out in the Order Acknowledgement. Where no terms are specified;

10.1.1 In respect of Goods, Targa shall invoice the Customer on or at any time after completion of delivery;

10.1.2 In respect of Services, Targa shall invoice the Customer on monthly in advance.

10.2

Targa reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Targa that is due to:

10.2.1 any factor beyond Targa’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

10.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

10.2.3 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Targa adequate or accurate information or instructions in respect of the Goods.

10.3

The Customer shall pay each invoice submitted by Targa:

10.3.1 within 30 days of the date of the invoice;

10.3.2 in pounds sterling; and

10.3.3 in full and in cleared funds to a bank account nominated in writing by Targa, and

time for payment shall be of the essence of the Contract.

10.4

Unless otherwise expressly agreed with Targa in writing, all Charges are quoted exclusive of VAT or any other applicable tax or duty payable upon such sums, which (if appropriate) Targa shall add to its invoices at the rate prevailing at the relevant time.

10.5

Without prejudice to any other right or remedy Targa may have, if the Customer fails to pay any undisputed payments due under the Contract by the due date for such payments, then Targa shall be entitled to charge the Customer, and the Customer shall pay on demand, interest on the unpaid amount at the rate of 4% per annum above the then current base rate of Bank of England from the due date for payment until payment is received in full by Targa.

10.6

Without prejudice to any other right or remedy of Targa, where the Customer fails to pay any undisputed Charges due under the Contract by the due date for such Charges, Targa shall be entitled to suspend supply and/or performance of the portion of Services to which the Charges relate, until it has received payment in full, but without prejudice to Customer’s obligation to continue making payments in accordance with the Contract during the period of any such suspension.

10.7

If any sums are due to the Customer from Targa, then Targa shall be entitled to exercise the right to set-off such sums against any payments due to Targa from the Customer under or in relation to this or any other contract. All amounts due to Targa from the Customer shall be paid by the Customer to Targa in full without any deduction or withholding and the Customer shall not be entitled to claim set-off against Targa in relation to the payment of the whole or part of any such amount.

11 Intellectual Property Rights

11.1

In relation to the Goods and Services:

11.1.1 Targa and its third party licensors shall retain ownership of all Intellectual Property Rights in the Services, Goods and Targa Materials; and

11.1.2 subject to Condition 11.1.1, Targa grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this Contract to use the Services, Goods and Targa Materials solely for the purpose of making use of the Goods and Services.

11.2

In respect of the Services, Goods and Targa Materials, the Customer shall not:

11.2.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means;

11.2.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of such Software;

11.2.3 access all or any part of the Goods or Software in order to build a product or service which competes with the Services; or

11.2.4 license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit, or otherwise make the Services and/or Goods available to any third party other than in accordance with the terms of this Contract without the prior written consent of Targa.

12 Data Protection

12.1

As between the Parties, the Customer shall be solely responsible for obtaining all necessary consents required pursuant to the Data Protection Legislation in respect of the processing of the Customer Personal Data by Targa or its subcontractors in connection with this Contract.

12.2

The Customer and Targa acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Targa is the Processor in respect of any Customer Personal Data. Each Party warrants to the other that it has complied with, and undertakes to continue to comply with, the Data Protection Legislation.

12.3

The Customer acknowledges and agrees that Targa may be required to process the Customer Personal Data in connection with the provision of the Services under this Contract and any Order(s), as detailed below:

12.3.1 SCOPE AND PURPOSE OF PROCESSING: The processing of the Customer Personal Data as required in order to provide the Services in accordance with this Contract and any Order(s);

12.3.2 DURATION OF PROCESSING: For the duration of this Contract and/or the Order;

12.3.3 NATURE OF PROCESSING: This may include collection, recording, organisation, storage, adaptation or alteration, retrieval, use, disclosure by transmission, erasure or destruction of data (whether or not by automated means) etc.

12.3.4 TYPES OR PERSONAL DATA: Full name, email address, contact details, company name, address, usage information;

12.3.5 DATA SUBJECTS: the Customer’s and/or Customer’s employees, agents, officers, clients and/or customers;

12.3.6 AUTHORISED SUB-PROCESSORS: a list of Targa’s current sub-processors can be found here: Privacy Policy – Targa Telematics as updated by Targa from time to time;

12.4

To the extent that Targa is required to process any Customer Personal Data in relation to the Contract, Targa shall:

12.4.1 only process that Customer Personal Data for the purposes of, and in accordance with, this Contract (and any relevant Orders) and only in accordance with documented instructions from the Customer (as set out in Condition 12.3);

12.4.2 notify the Customer promptly in the event of a security incident affecting or relating to the Customer Personal Data;

12.4.3 implement reasonable technical and organisational precautions and measures against unauthorised or unlawful processing of the Customer Personal Data and against accidental loss or destruction of, or damage to, the Customer Personal Data;

12.4.4 only transfer the Customer Personal Data (or allow the Customer Personal Data to be transferred) outside of the United Kingdom and/or European Economic Area (EEA) where it has provided appropriate safeguards in relation to the transfer of the Customer Personal Data in accordance with the Data Protection Legislation;

12.4.5 ensure that access to Customer Personal Data is limited to those employees and personnel who need access to Customer Personal Data to meet Targa’s obligations under this Contract and such access is limited to that which is strictly necessary for performance of the relevant obligation;

12.4.6 ensure that all of its employees and personnel who are involved in the processing of the Customer Personal Data are subject to obligations of confidentiality;

12.4.7 promptly assist the Customer to respond to requests for exercising data subject rights laid down in Data Protection Legislation;

12.4.8 assist the Customer (at the Customer’s cost) in ensuring compliance with the obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

12.4.9 unless otherwise strictly required by law, upon termination of the Contract for whatever reason or otherwise at the Customer’s choice, delete or return to the Customer all Customer Personal Data after the end of the provision of Services relating to the processing, and delete existing copies;

12.4.10 make available to the Customer all information necessary to demonstrate compliance with the obligations imposed on Targa under this Condition 12.4;

12.4.11 on reasonable notice and no more than once per annum, allow for and contribute to reasonable audits, including inspections, conducted by Customer or another auditor mandated by the Customer (at the Customer’s cost) for the sole purpose of demonstrating Targa’s compliance under this Condition 12.4; and

12.4.12 immediately inform the Customer if, in Targa’s opinion, any instruction of the Customer infringes the Data Protection Legislation.

12.5

Neither Party shall, through its acts or omissions, place the other Party in breach of any Data Protection Legislation.

12.6

The Customer agrees and acknowledges that Targa may appoint the third party sub-processors listed on the webpage found at Condition 12.3.6 to process the Customer Personal Data in relation to the Services. Targa will notify the Customer of any changes concerning the addition or replacement of sub-processors by updating the webpage and providing the Customer with a mechanism to subscribe to email notification of any updates of any changes of sub-processors at least 30 days in advance of providing new sub-processors with access to Customer Personal Data. If the Customer (acting reasonably) does not approve, it can object to such changes in writing within 10 days from the date that Targa updates the webpage or (if the Customer has subscribed to email notifications) the date of the email notification by Targa, whichever is later. If the Customer reasonably objects to a sub-processor and Targa (in its sole discretion) cannot use an alternative sub-processor, Targa shall be entitled to terminate the affected Services immediately by notice in writing. Targa’s contract with the third party sub-processors shall be on terms which comply with the Data Protection Legislation and, in any event, be no less onerous than those imposed under this Condition 12. Targa will remain liable for all acts and omissions of each sub-processor in performing its processing duties under this Contract.

12.7

The Customer warrants that where it shares any Customer Personal Data with Targa in connection with the Contract it shall ensure that it:

12.7.1 only share such Customer Personal Data fairly, lawfully and in a transparent manner in accordance with the Data Protection Legislation; and

12.7.2 provides a clear privacy notice to each of the Data Subjects at the time of collecting their Personal Data, which provides all of the information that is required by the Data Protection Legislation.

12.8

The Customer acknowledges that Targa is reliant on the Customer for direction as to the extent to which Targa is entitled to use and process the Customer Personal Data. Consequently, Targa will not be liable for any claim brought by a Data Subject arising from any action or omission by Targa, to the extent that such action or omission resulted directly from the Customer’s instructions or failure of Customer to comply with its obligations under Condition 12.7.

13 Confidentiality

13.1

Each Party (“Receiving Party”) shall keep the Confidential Information of the other Party (“Supplying Party”) confidential and secret, the Receiving Party shall only use the Confidential Information of the Supplying Party as necessary to perform its obligations under this Contract. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this Condition 13, and ensure that they meet such obligations.

13.2

Each Party may disclose the other Party’s Confidential Information:

13.2.1 to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with the Contract. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with this Condition 13; and

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

13.3

No Party shall use any other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

13.4

The obligations of Condition 13.1 shall not apply to any information which:

13.4.1 was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;

13.4.2 is, or becomes, publicly available through no fault of the Receiving Party;

13.4.3 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

13.4.4 was developed by the Receiving Party (or on its behalf) without direct access to, or use or knowledge of the Confidential Information supplied by the Supplying Party; or

13.4.5 is required to be disclosed by order of a court of competent jurisdiction.

13.5

This Condition 13 shall survive termination of this Contract.

14 Limitation of Liability

14.1

Nothing in this Contract limits or excludes the liability of either Party:

14.1.1 for death or personal injury caused by its negligence; or

14.1.2 for fraud or fraudulent misrepresentation; or

14.1.3 for deliberate breach of this Contract by it; or

14.1.4 for any other act, omission or matter, liability for which may not be legally excluded or limited; or

14.2

Subject to Condition 14.1 and 14.2, Targa shall not in any circumstances be liable to the Customer whether in contract, tort (including negligence), misrepresentation (whether innocent or negligent) or otherwise, for:

14.2.1 loss of profits or revenue;

14.2.2 loss of business or contracts;

14.2.3 loss of anticipated savings or goodwill;

14.2.4 losses arising from loss or corruption of data;

14.2.5 any consequential, special or indirect losses; or

14.3

any Losses suffered by the Customer arising from any claim against it by a third party for any of the above types of loss.

14.4

Subject to Conditions 14.1 and 14.2 above, Targa’s total aggregate liability to the Customer for all and any Losses under the Contract whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising out of or in connection with the Contract shall not exceed;

14.5

in relation to the Goods, the Charges applicable to those Goods which are the subject of the Losses;

14.6

in relation to the Services, 50% of the Charges in the 12 month period starting on the Commencement Date or each subsequent anniversary of the Commencement Date;

14.7

but in any event, Targa’s aggregate liability shall not exceed Charges for the Order.

14.8

Except as expressly set out in the Contract, all representations, warranties, guarantees, indemnities, terms or Conditions, including any given prior to the date of the Contract, and whether expressed or implied by statute, common law, trade practice or otherwise, are excluded to the fullest extent permitted by law.

15 Dispute Resolution

15.1

Each of the Parties may by notice (“Dispute Notice”) require that a Dispute be referred directly to a senior executive from each of the Parties at any time. The Parties shall use their respective reasonable endeavours to resolve the Dispute within 30 Business Days from receipt of the Dispute Notice.

15.2

Save in relation to injunctive relief, neither Party may commence any court proceedings in relation to any Dispute until it has attempted to settle the Dispute in accordance with Condition 15.1.

16 Anti-Bribery and Modern Slavery

16.1

Neither Party shall, and nor shall any of its officers, employees or representatives (“Associated Parties”), directly or indirectly, either in private business dealings or in dealings with the public sector, offer, give or agree to offer or give (either itself or in Contract with others) any payment, gift or other advantage with respect to any matters which are the subject of this Contract which:

16.1.1 would violate anti-corruption or bribery legislation in the UK; or

16.1.2 a reasonable person would otherwise consider to be unethical, illegal or improper,

in this Condition 16, a “Corrupt Act”.

16.1 Each Party represents, warrants and undertakes that it and its Associated Parties have not engaged in any Corrupt Act prior to the Commencement Date.

16.2

Both Parties agree that it shall, and that it shall procure that any officers, employees or representatives and any other person who performs services and/or supplies goods within its supply chain for the Party in relation to this Contract shall:

16.2.1 comply with all Applicable Laws relating to slavery and human trafficking (“Anti-Slavery Requirements”) including the Modern Slavery Act 2015;

16.2.2 not take or knowingly permit any action to be taken that would or might cause or lead the other Party to be in violation of any Anti-Slavery Requirements; and

16.2.3 at the other Party’s request and cost, provide that Party with any reasonable assistance to enable it to perform any activity required by any regulatory body for the purpose of complying with Anti-Slavery Requirements.

16.3

Each Party represents, warrants and undertakes to the other Party that neither it nor any other person in its supply chain uses trafficked, bonded, child or forced labour or has attempted to use trafficked, bonded, child or forced labour within its supply chain.

16.4

Both Parties agree that in addition to the termination rights set out elsewhere in this Contract, a Party may (without prejudice to any other right available to it) immediately terminate this Contract in the event of any breach of this Condition 16 by the other Party in which case the other Party shall not be entitled to any compensation or to any further payments or remuneration.

17 General

17.1 Force Majeure

Neither Party shall be liable for any delay or failure in performing its obligations under the Contract (other than payment obligations) caused by a Force Majeure Event. A Party affected by a Force Majeure Event shall serve prompt written notice of the Force Majeure Event and its expected duration on the other Party and shall take all reasonable steps to mitigate the effects of the same. If the performance of any of a Party’s obligations under the Contract is hindered, delayed or prevented as described in this clause for a continuous period of 3 months, the affected party may, without liability to the other party, terminate the Contract with immediate effect by giving notice to the other party.

17.2 Assignment

The Customer shall not assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract without the prior written consent of Targa (such consent not to be unreasonably withheld or delayed). Targa shall be entitled (at its sole discretion) to assign, delegate, novate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract.

17.3 Entire Contract

The Contract, and any documents referred to therein, constitute the whole Contract between the Parties and supersede all previous arrangements, understanding, promises, assurances, warranties, representations and Contract between them, whether written or oral, relating to its subject matter. Each of the Parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not and whether made innocently or negligently) of any person (whether Party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

17.4 Relationship between the Parties

Nothing in the Contract is intended to, or shall be deemed to create any partnership or joint venture between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). In relation to the Services the Customer shall deal with any Customers on its own account.

17.5 Third Party Rights

The Contract does not confer any rights on any person or Party (other than the Parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

17.6 Waiver

No failure or delay by a Party to exercise any right or remedy provided to it under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

17.7 Variations

Any variations to the Contract shall only be effective if in writing and signed by a duly authorised representative(s) of both Parties and making reference to this Condition 17.7.

17.8 Severance

If any provision of the Contract (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.9 Counterparts

This Contract may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one Contract.

17.10 Rights and remedies

The rights and remedies provided under this Contract are in addition to and not exclusive of any rights and remedies provided by law.

18 Notices

18.1

Any notice or similar communication given under the Contract must be in writing and signed by or on behalf of the Party giving it. In the case of any notice served by email, the notice shall state that it is served as a notice under the Contract and an email so marked shall be deemed to be signed for the purposes of this Condition 18 if the name of the sender appears in a signature position after the body of the email and has not been added automatically by the sender’s email server.

18.2

Any notice sent pursuant to this Condition 18 shall be delivered: (i) by hand; (ii) sent by pre-paid post providing for next Business Day delivery providing proof of postage to the recipient Party at its registered office address and marked for the attention of the company secretary or such other address or persons as that Party may specify by notice in writing to the other Party; or (iii) by email.

18.3

A notice is deemed to have been received: (i) if delivered by hand at the time of delivery to the address; (ii) if sent by pre-paid post, 48 hours from the date of posting; or (iii) if sent by email, at the time of transmission unless sent after 17:00 in the place of receipt in which case it shall be deemed to have been received on the next Business Day in the place of receipt.

18.4

Any notice or communication given under this Contract shall not be validly served if sent by SMS, instant messaging or via mobile phone.

18.5

The provisions of this Condition 18 shall not apply to the service of any proceedings or other documents in any legal action.

19 Governing Law and Jurisdiction

19.1

This Contract and any Disputes are governed by and construed in accordance with the laws of England and Wales.

19.2

The Parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any Disputes arising out of or in connection with this Contract, its subject matter and/or its formation. This Contract has been entered into on the date stated at the beginning of it.