Terms and Conditions

1. DEFINITIONS AND INTERPRETATION

1.1 Unless there be something in the subject or context inconsistent therewith, the following expressions herein have the following meanings:

1.2 The headings in these Terms and Conditions do not affect its interpretation. Except where the context otherwise requires, references to clauses and schedules are to clauses and schedules of these Terms and Conditions.

1.3 Unless the context otherwise requires:

• references to statutory provisions include those statutory provisions as amended or reenacted;
• references to one gender include other genders;
• all references to the Licensor's consent being required include a provision that such consent may be given or withheld by the Licensor in its absolute discretion for any or no reason;
• references to "business days" or "working days" means days that are not weekend days or holidays in the place where the Licensor is primarily located; and
• references to "including" or "includes" shall be deemed to have the words "without limitation" after them.

1.4 In the case of conflict or ambiguity between any provision contained in the body of these Terms and Conditions and any in the Licence, the provision contained in the body of these Terms and Conditions shall prevail.

1.5 Words in the singular include the plural and those in the plural include the singular.

1.6 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality), and that person's personal representatives, successors or permitted assigns.

2. LICENCE

2.1 For deployments, after the Customer has paid the Initial Invoice and provided the Licensor with a satisfactorily completed Set-Up Worksheet, the Licensor will deploy an instance of the Software to a cloud server, perform an initial configuration of the Software for the Customer and provide the Customer with a link to their cloud deployment within fifteen business days (or such longer period as the Licensor and the Customer may agree).

2.2 Subject to Clause 7.1, upon completion of deployment or installation of the Software as above, the Customer shall be deemed to have accepted the Software.

2.3 The Licensor will provide up to three hours of remote online training and its training videos to the Customer. Any time over and above that period will be charged at the Support Services rates set out in the Proposal.

2.4 The Licensor shall not be obliged to visit the Customer's premises in person for installation, setup, training or Support Services. If it agrees to do so, it may require advance payment of its fees and expenses (including travel).

2.5 For the consideration referred to above and as set out in Clause 3, the Licensor grants to the Customer a non-exclusive licence to use the Software for a period of 12 months (the "Initial Term"), and then for subsequent periods of 12 months (each a "Subsequent Term") unless terminated by either party giving to the other not less than 60 days' written notice, such notice to expire at the end of the Initial Term or Subsequent Term, as the case may be, or unless this Licence is terminated earlier in accordance with its terms.

2.6 In relation to scope of use:

• use of the Software by the Customer shall be restricted to use of the Software in object code form in the manner outlined in any user manual or instructions (whether oral or written) provided by the Licensor, and to processing the Customer's data for the normal business purposes of the Customer (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee, agent or contractor of the Customer);
• the Customer may not use the Software other than as set out in Clause 2.7.1 without the prior written consent of the Licensor;
• the Customer will not (and shall not permit any third party to) copy, adapt, enhance, reverse-engineer, decompile, disassemble, modify, or make error corrections to the Software in whole or in part;
• The Customer will not create any software whose expression is similar to that of the Software nor act in any manner which would be restricted by any copyright subsisting in it; and
• The Customer will not without the prior written consent of the Licensor:
  • sub-licence, assign or novate the benefit or burden of these Terms and Conditions in whole or in part; or
  • allow the Software to become the subject of any charge, lien or encumbrance; or
  • in any other manner deal with any or all of its rights and obligations under this agreement.

2.7 The Licensor may at any time sub-licence, assign, novate, charge, mortgage, delegate or deal in any other manner with any or all of its rights and obligations under these Terms and Conditions;

2.8 The Customer shall:

• ensure two-factor authentication is enabled; and
• notify the Licensor as soon as it becomes aware of any unauthorised use of the Software by any person, including its employees.

2.9 The Licensor may provide the Customer with Support Services upon the Customer's reasonable request and the Customer shall pay the Support Fees for doing so within the same period and on the same terms as to service as those set out in Clauses 2.5, 2.6 and 3.2; and 2.11 each party confirms it is acting on its own behalf and not for the benefit of any other person.

3. FEES

3.1 At the start of the Licence, the Customer has signed the Licensor's form of "Proposal" (the "Proposal") setting out the amounts and calculation methodology of the Licence Fee payable by the Customer and other payment options, all of which (as may be amended or updated from time to time pursuant to Clause 14.2) are agreed and incorporated herein by reference; and the Customer will pay such Licence Fee within twenty working days of being invoiced for it.

3.2 The Customer shall pay the Licensor the Support Fees invoiced quarterly in accordance with Clause 2.9.

3.3 All other fees and other amounts payable by the Customer to the Licensor may be invoiced by the Licensor whenever it deems necessary and shall be paid by the Customer within 20 working days.

3.4 All sums payable hereunder are exclusive of any relevant taxes, including customs duties and sales taxes, in the jurisdiction of the Licensor or the Customer, and for which the Customer shall be wholly responsible.

3.5 If the Customer fails to pay any amount payable by it hereunder, then without prejudice to its rights under Clause 11.2 and 11.3, the Licensor may charge the Customer interest on the overdue amount (payable by the Customer immediately on demand) from the due date up to the date of actual payment, after as well as before judgment, at the rate of 15% per annum. Such interest shall accrue on a daily basis and be compounded quarterly.

3.6.1 Subject to Clause 3.6.2, the Licensor may increase any of the fees and rates charged by it to the Customer hereunder, provided it may do so no more than once in any calendar year and notifies the Customer at least ninety days ahead, and PROVIDED that such increase shall not take effect until the start of the next Subsequent Term pursuant to Clause 2.5.

3.6.2 If the Customer's number of profiles comes to exceed the number it has signed for and as a result to fall within a higher fee-paying category as set out in the Proposal, then that higher fee will become payable by the Customer upon its doing so, pro-rated on a per quarter basis accordingly.

4. NEW VERSIONS AND PREMIUM FEATURES

4.1 The Licensor reserves the right to update the Software from time to time. Any such updates that are not released by the Licensor as Premium Features will be rolled out automatically and relevant training will be provided upon request by the Customer chargeable at Support fees rates.

4.2 The Licensor may offer new Premium Features at additional Set-Up Fees and costs as they become available at any time. If the Customer agrees to accept them, the fees attached to them as specified by the Licensor will become due and payable immediately.

4.3 The Licensor has absolute discretion to determine what is and what is not a Premium Feature.

5. CONFIDENTIALITY AND PUBLICITY

5.1 Each party shall, during the term of these Terms and Conditions and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of these Terms and Conditions), nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority), any information of a confidential nature (including without limitation, information concerning a party's clients or contracts, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is required by applicable law to be disclosed to the relevant authorities or is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of these Terms and Conditions, or subsequently comes lawfully into the possession of such party from a third party. Each party shall also use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

5.2 The terms of these Terms and Conditions are confidential and may not be disclosed by the Customer to any other person without the prior written consent of the Licensor.

6. EXPORT

6.1 Neither party shall export, directly or indirectly, any technical data acquired from the other party under these Terms and Conditions (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations ("**Export Control Laws**"), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

6.2 Each party undertakes:

• contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and
• if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.

7. THE LICENSOR'S WARRANTIES

7.1 The Licensor warrants that for a period of sixty days from the date of deployment or installation ("**Warranty Period**") the Software will perform in substantial conformity as demonstrated prior to signing these Terms and Conditions; and, for cloud deployments, it will provide the cloud services with commercially reasonable skill and care in accordance with industry standards. If before the end of the Warranty Period, the Software does not perform as warranted or if any defects or faults are found the Customer will notify the Licensor in writing of any defect or fault and the Licensor will use all reasonable efforts, consistent with industry standards, to cure them.

7.2 If, within the Warranty Period, the Customer legitimately notifies the Licensor in writing of any defect or fault in the Software and the Licensor is unable to cure the defect or fault, the Customer or the Licensor may terminate this Licence by notice in writing to the other whereupon this Licence will come to an end and the Licensor shall refund any of the Licence Fee paid by the Customer as at the date of termination and, for on-premises installations, upon deletion of the Software and all copies thereof, provided the Customer has provided all assistance and information that may have been reasonably necessary to assist the Licensor in resolving the defect or fault, including a documented example of any defect or fault, and where requested has provided sufficient information to enable the Licensor to re-create and rectify the defect or fault.

7.3 The Licensor does not warrant that the use of the Software will be uninterrupted or error-free. The Customer accepts and acknowledges that the operation of the Software may be affected by the Customer's hardware and/or operating systems and/or by other factors outside the control of the Licensor (including but not limited actions or omissions of the Customer and/or any actions taken by the Customer in breach of the terms of these Terms and Conditions and/or any unauthorised use or modification of the Software) and in such circumstances the Licensor shall have no responsibility or liability for the Software's failure to operate in accordance with these Terms and Conditions (and shall charge the Customer at its rates then in force if the Customer wishes the Licensor to repair or adapt the Software in these circumstances).

7.4 The Licensor does not warrant that the Software meets the Customer's specific regulatory or business requirements, as to which the Customer has satisfied itself. The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been created or developed to meet its individual needs. The Customer also agrees that responsibility for compliance with all applicable primary and secondary legislation in its use of the Software (including anti money laundering and data protection laws and regulations) is the Customer's alone.

7.5 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these Terms and Conditions or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including any conditions, warranties or other terms implied by law as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

7.6 The Licensor warrants that:

• it holds the necessary rights itself to grant the rights specified in this Licence and that it has authority to enter into it with the Customer, and
• to the best of its knowledge the Software and the granting of this Licence do not contravene infringe on any third party's rights, including Intellectual Property Rights, nor violate any contract or other obligation of the Licensor.

8. CUSTOMER'S WARRANTIES

The Customer warrants that:

• it has full capacity and authority to enter into and to perform its obligations under this licence;
• these Terms and Conditions is executed by a duly authorised representative of the Customer;
• the information it has supplied to the Licensor is true, complete and accurate;
• it has sufficient expertise to operate the Software on an ongoing basis;
• it is duly licenced to carry out its business activities in the jurisdiction(s) in which it is located; and
• its use of the Software is lawful in such jurisdiction(s).

9. LIMITS OF LIABILITY

9.1 Except as expressly stated elsewhere in this Licence:

9.1.1 The Licensor shall not under any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

• special damage, even if the Licensor was aware of the circumstances in which such special damage could arise;
• loss of profits;
• loss of anticipated savings;
• loss of business opportunity;
• loss of goodwill;
• loss or corruption of data or information;
• any loss or damage resulting from any matter falling within Clause 7.3

provided that this 9.1.1 shall not prevent claims for loss or damage that are not excluded by any of categories 9.1.1.1 to 9.1.1.7 inclusive;

9.1.2 the total liability of the Licensor, whether in contract, tort (including negligence) or otherwise and whether in connection with these Terms and Conditions or any collateral contract, shall in no circumstances exceed a sum equal to the amounts of the Licence Fee paid by the Customer to the Licensor under these Terms and Conditions during the 12 months preceding the event giving rise to a claim; and

9.1.3 the Customer agrees that, in entering into these Terms and Conditions, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in these Terms and Conditions or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms and Conditions) that it shall have no remedy in respect of such representations and (in either case) the Licensor shall have no liability in any circumstances otherwise than in accordance with the express terms of these Terms and Conditions.

9.2 The exclusions in Clauses 9.1.1, 9.1.2 and 9.1.3 shall apply to the fullest extent permissible at law, but the Licensor does not exclude liability for:

• death or personal injury caused by the gross negligence of the Licensor, its officers, employees, contractors or agents;
• fraud or fraudulent misrepresentation.

9.3 All dates supplied by the Licensor for the delivery of the Software or the provision of any services shall be treated as approximate only. Time is not of the essence of these Terms and Conditions. The Licensor shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

9.4 All references to the Licensor in this Clause 9 shall be treated as including all managers, members, employees, subcontractors and suppliers of the Licensor and its Affiliates, each and all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.

10. INTELLECTUAL PROPERTY RIGHTS

The Customer acknowledges that all Intellectual Property Rights in the Software belong to the Licensor and the Customer has and shall have no rights in or to the Software other than the right to use it in accordance with the terms of these Terms and Conditions.

11. DURATION AND TERMINATION

11.1 This Licence and these Terms and Conditions shall remain in full force and effect until it is validly terminated under Clauses 2.6, 11.2 or 11.3.

11.2 Without prejudice to any rights that have accrued under these Terms and Conditions or any of its rights or remedies, either party may at any time terminate this Licence with immediate effect by giving written notice to the other party if:

• the other party fails to pay any amount due under these Terms and Conditions on the due date for payment and remains in default not less than 30 days after being notified to make such payment;
• the other party commits a material breach of any term of these Terms and Conditions (other than failure to pay any amounts due under these Terms and Conditions) and (but only if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so; and if it is not remediable, termination shall be forthwith
• the other party repeatedly breaches any of the terms of these Terms and Conditions 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 such terms;
• the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts;
• the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
• a floating charge-holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
• a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
• the other party (being an individual) is the subject of a bankruptcy petition or order;
• a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
• any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clauses 11.2.1 to 11.2.11 (inclusive); or
• the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

11.3 Notwithstanding anything to the contrary contained herein, if the Customer fails to make any payment hereunder to the Licensor for three months after it became due, and having been sent at least two reminders from the Licensor of such, then, unless in the meantime the Licensor has notified the Customer of its intention to postpone the deadline, which it may or may not do so in its discretion, at the end of such three month period this Licence will terminate automatically and without need for further notice and the Customer will lose all rights to use the Software; and further, without prejudice to any of its other rights hereunder, the Licensor may, by whatever means it considers appropriate, shut off and terminate the Customer's access to and use of the Software, notwithstanding whatever the effect if its doing so may be, in particular that the Customer may lose its data therein and/or render itself in breach of applicable laws and regulations.

11.4 Termination of these Terms and Conditions by either party in accordance with the rights contained in this Clause 11 shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

11.5 On termination for any reason:

• all rights granted to the Customer under these Terms and Conditions shall cease;
• the Customer shall cease all activities authorised by these Terms and Conditions;
• the Customer shall immediately pay to the Licensor any sums due to the Licensor under these Terms and Conditions; and
• for on-premises installations, the Customer shall not in any way copy or download, but instead shall immediately uninstall or delete all copies of the Software and any related documentation and information then in its possession, custody or control (whether in electronic form or otherwise) and, in the case of destruction, certify to the Licensor that it has done so PROVIDED that the Customer may download its data from the Software before uninstalling or deleting the Software.

12. THE LICENSOR DEALING WITH THE SOFTWARE

12. Nothing herein shall prevent or impede, or be deemed to prevent or impede, and the Customer will do nothing to prevent or impede, the Licensor from licensing, selling or otherwise disposing of the Software or any variation thereof or any other application or service relating thereto to any other business, whether or not a competitor of the Customer, on such terms and at such price as the Licensor in its absolute discretion determines and notwithstanding that they may differ from those in this Licence and these Terms and Conditions. The Licensor is under no obligation to disclose to the Customer the identities of its other customers or its contractors or any such arrangement it has entered into, or the term or terms thereof; indeed intends to do so only if required by law.

13. IF OR WHEN THE CUSTOMER IS USING ACURIS

Clauses 13.6 and 13.7.2 apply to Customers who signed their proposal on or before July 2024 and no those who signed after that date.

13.1 The Customer has been provided with, and has read, the Acuris Terms and Conditions (the "Acuris T&Cs") of a reseller agreement between Acuris Risk Intelligence Limited ("ARI") and the Licensor. Capitalised terms in this Clause 13 have the meaning given them in the Acuris T&Cs.

13.2 The terms of this Clause 13 come, or will come, into force only when and if the Customer subscribes for the use of the Data and the Database, whether upon entering into these Terms and Conditions or in future. In the latter case, they shall become fully effective and enforceable by and against the Licensor and the Customer upon confirmation in writing to that effect being delivered by the Licensor to the Customer.

13.3 The Customer agrees with the Licensor that:

• it will not do or fail to do anything which would cause the Licensor to be in breach of any of its obligations under the Acuris T&Cs;
• it will observe and comply with each of the Acuris T&Cs of the "Reseller" and the "Reseller's Customer" as if herein set out in full, and in particular (but without prejudice to the generality of the foregoing), 4 (Scope of Use), 6 (Liability), 8 (Assignment and Subcontract), 9 (Confidentiality) and 10 (Publicity), and the Data Processing Schedule forming the Schedule thereof; and
• it will fully indemnify and hold harmless the Licensor for any action, suit, loss or cost suffered by it arising directly or indirectly from the Customer's breach of or omission to perform any of the agreements or acknowledgments contained in the Acuris T&Cs and/or otherwise referred to therein.

13.4 The Customer acknowledges that the Data and the Database are licenced to it and to the Licensor, not sold, and that it obtains no ownership of the Data and the Database.

13.5 The Customer agrees that it shall have no right (and shall not permit any third party) to adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Data and the Database; and that any liability of ARI and/or the Licensor to the Customer is limited in accordance with the terms of Clause 6 of the Acuris T&Cs.

13.6 The Customer agrees to pay the screening and monitoring minimums for its use of the Data and the Database as are set out in the confirmation referred to in Clause 13.2, whether or not it meets those minimums; that it will pay the fees for such use in addition to those payable by it under Clause 3; that in the event it fails to reach the said minimums it will not be entitled to any refund; and that any unused datasets cannot be carried over to subsequent years;

13.7 The Customer further acknowledges and agrees:

• that the Licensor has no control over and therefore makes no representation and gives no warranty as to, and accepts no liability for, the accuracy or quality of any content of the Data and/or the Database; and
• that the fee rates for its use of the Data and the Database can be changed by ARI on or after 29th September 2024 without reference to either the Licensor or the Customer. The Licensor will notify the Customer of any such changes within 60 days of being notified of them by ARI, whereupon (subject to 13.8) the Customer will be bound by them.

13.8 The Customer will use the Data and the Database for successive one-year periods. In the event that it decides not to renew such use at the expiry of any such year, it will notify the Licensor at least 60 days before the intended expiry date, failing which its use of the Data and the Database, and its payment of all charges therefor, including (if relevant) any rate increase referred to in 13.7.2, shall continue for the following year.

14. REGULATIONS; AND PROPOSAL

14.1 The Customer will be bound by and comply with any regulations regarding use of the Software and all matters directly or indirectly connected therewith as the Licensor may from time to time issue and notify to the Customer (such regulations being effective upon receipt by the Customer of such notification).

14.2 The Licensor may alter, amend, update or otherwise change such regulations, the Proposal and its terms, prices and fees (subject as elsewhere herein provided) in its discretion and whenever it chooses, provided its doing so does not conflict with any agreement it already has with the Customer in relation thereto. Such changes shall be effective immediately upon being communicated by the Licensor to the Customer.

15. NOTICES

All notices and notifications required to be given hereunder shall be in writing and shall be sent by email, in the case of the Licensor, to info@silocompliance.com and thomas.gardner@silocompliance.com or such other addressee as the Licensor may notify the Customer from time to time, and in the case of the Customer to the Customer's email address to the address or addresses specified in the Proposal, and both shall be deemed served upon transmission.

16. SUCCESSORS BOUND

These Terms and Conditions shall be binding on and shall enure for the benefit of the successors and assigns and personal representatives (as the case may be) of each of the parties hereto

17. GOOD FAITH

Each of the parties hereto undertakes with each of the others to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of these Terms and Conditions.

18. FURTHER ASSURANCE

The parties hereto shall and shall use their respective reasonable endeavours to procure that any necessary third parties shall, do, execute and perform all such further deeds, documents, assurances, acts and things as any of the parties hereto may reasonably require by notice in writing to the others to carry the provisions of these Terms and Conditions into full force and effect.

19. ENTIRE AGREEMENT

This Licence and these Terms and Conditions constitute the entire agreement between the parties hereto with respect to the matters dealt with therein and supersede any previous agreement between the parties hereto in relation to such matters. Each of the parties hereto acknowledges that in entering into this Licence and these Terms and Conditions it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. No variation of these Terms and Conditions shall be valid or effective unless made in writing and signed by authorized representatives of both parties.

20. LAW

These Terms and Conditions shall be governed by and construed in accordance with Cayman Islands law and the parties hereto submit to the exclusive jurisdiction of the courts of the Cayman Islands in respect of any dispute or matter arising out of or connected with these Terms and Conditions or its subject matter or formation.

21. NO PARTNERSHIP OR FRANCHISE

Nothing in this Licence or these Terms and Conditions shall constitute or be deemed to constitute a partnership between any of the parties hereto and none of them shall have any authority to bind the others in any way. Furthermore, nothing in these Terms and Conditions shall constitute or be deemed to constitute a franchise relationship between any of the parties hereto. Subject to the Customer's obligation to protect the value of the Software pursuant to the terms of these Terms and Conditions, the Licensor shall not have control over, or be obligated to provide assistance in connection with, the method of operation of the business of the Customer, including without limitation the implementation, marketing, licencing and sale of the Software and/or the development and operation of the Customer's business. The Licensor shall not be obligated to provide any advice or assistance in connection with the operation of the Customer's business, and the Licensor has not represented that any particular business opportunities or benefits will be arranged or made available to the Customer by the Licensor.

22. WAIVER

No failure to exercise and no delay in exercising on the part of any of the parties hereto any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights or remedies otherwise provided by law.

23. COSTS

Each of the parties hereto shall pay its own costs and expenses incurred in relation to the preparation and execution of these Terms and Conditions.

24. SEVERABILITY

Notwithstanding that any provision of these Terms and Conditions may prove to be illegal or unenforceable, its remaining provisions shall continue in full force and effect.