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TERMS AND CONDITIONS OF CONSULTANCY AND GENERAL SERVICES

(JUNE 2019)

These Terms and Conditions (also referred to as the “Agreement”) apply to the Contract (for clarity reference to “the Contract” throughout the Agreement can also mean a given Contract or several Contracts that are in place between the parties) , to the exclusion of any terms that the Buyer seeks to impose or incorporate or which are implied by trade, custom, practice or cause of dealing.

AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in these Conditions (unless the context requires otherwise).

“Buyer”

refers to the individual firm or company to whom a quotation for the sale of Products or provision of services is addressed or whose purchase order for the purchase of Products is accepted by GECKO.

“Conditions”

means these standard terms and conditions of sale.

“Contract”

means the particular individual contract for the supply of Products by GECKO to the Buyer created by the issue by GECKO to the Buyer of the Confirmation of Order pursuant to Condition 3.2 below.

“Group Company”

means in relation to a party, that party, each and any subsidiary or holding company from time to time and each and any subsidiary from time to time of a holding company of that party (with “holding company” and “subsidiary” defined in accordance with Section 1159 of the Companies Act 2006).

“PO”

means a purchase order which is received from the Buyer.

“Products”

means goods, materials and services as specified in a Confirmation of Order.

“Confirmation of Order”

means email confirmation, a PO from the Buyer or a formal confirmation & quotation as sent by post, courier or e-mail by GECKO to the Buyer.

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“Services”

means any services to be provided by GECKO to the Buyer as ancillary services in respect of the supply of the Products by GECKO.

“Special Conditions”

means such additional terms agreed from time to time in writing between GECKO and the Buyer.

“GECKO”

Means Gecko Direct Limited, incorporated and registered in England and Wales with company number 03681764 whose registered office is at Moorfield Business Park, Moorfield Close, Yeadon, Leeds, LS19 7YA.

1.2 The headings in these Conditions are inserted for convenience only and shall not affect their construction.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.6 All references to prices, Products and Services contained in these Conditions shall be taken to mean the prices, Products and Services detailed in GECKO’s Confirmation of Order.

2. APPLICATION

2.1 These Conditions shall govern and be incorporated in every Contract made by or on behalf of GECKO with the Buyer and unless otherwise expressly agreed in writing between GECKO and the Buyer shall prevail over any terms and conditions contained or referred to in any documentation submitted by the Buyer or in correspondence or elsewhere or implied by trade custom, practice or course of dealing.

2.2 GECKO’s quotation is not to be taken as an offer and no Contract shall take effect unless and until a Confirmation of Order has been issued by GECKO to the Buyer. For clarity each quotation shall remain valid for 30 calendar days only.

2.3 GECKO is prepared to receive the Buyer’s order by e-mail but will have no responsibility whatsoever for any error or omission in the transmission of the Buyer’s order.

2.4 GECKO shall be entitled to rely in all respects and in all circumstances on the contents of the Confirmation of Order as stating the quantity and grade of the Products and any Services to be supplied. Accordingly it shall be the Buyer’s sole responsibility to check the Confirmation of Order and to notify GECKO forthwith

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after the receipt of the same where the Products and any Services are not properly stated in the Confirmation of Order.

2.5 The Buyer acknowledges that these Conditions shall prevail over any qualification or condition purported to be imposed by the Buyer in any previous course of dealing between the Buyer and GECKO.

2.6 The Contract shall be based solely on these Conditions and any Special Conditions.

2.7 The Buyer expressly agrees that these Conditions and any Special Conditions shall take precedence over any contractual provisions offered by the Buyer. GECKO shall not be bound by and does not agree to any contractual provisions offered by the Buyer save to the extent, if any, that GECKO expressly agrees to the same in writing. The Buyer agrees that no actions taken by GECKO shall be interpreted as GECKO’s acceptance of any contractual provisions offered by the Buyer.

2.8 Quotations are to be agreed between the parties for each individual project and are subject to changes in price due to global market cost fluctuations.

3. ORDERS

3.1 Unless otherwise agreed in writing between the parties, the Buyer shall place orders for Products in bulk with a lead time of at least 14 days and each order shall be in full unit quantities.

3.2 GECKO shall, as soon as reasonably practicable after receipt of an order, notify Buyer of whether it accepts such order by issuing a Confirmation of Order. Each order which is so accepted shall constitute an individually binding Contract.

4. DELIVERY

4.1 GECKO shall use reasonable efforts to ensure time for delivery of the Products and completion of the Services is predicted as accurately as possible but this is not guaranteed as such predictions shall be estimates only and time shall not be of the essence for the delivery of the Products.

4.2 The Buyer shall have no right to cancel the Contract for failure of GECKO to meet any delivery or completion time stated.

4.3 Upon receipt of each delivery of Products sold hereunder, the Buyer shall examine such Products for any damage, defects or shortage. GECKO will have no liability for damage in transit unless the Buyer notifies GECKO within three days of receipt of the Products and confirms by notification in writing within seven days of receipt of the Products, following which the provisions of Condition 10.2 shall apply. If the Buyer fails to give either such notice of rejection, the Buyer shall be deemed to have accepted the delivery in full.

4.4 GECKO shall be entitled to deliver the Products by instalments. Each instalment shall be treated as if it constituted a separate and distinct contract between GECKO and the Buyer. Failure by the Buyer to take delivery of any one or more instalments of Products delivered in accordance with the Contract shall entitle GECKO to terminate the Contract either in whole or part.

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5. PRICE

Save as otherwise agreed in writing by GECKO, or as indicated in the Confirmation of Order or any Special Conditions, the prices of the Products:

5.1 will be those prevailing at the time of delivery;

5.2 shall exclude all costs associated with expedited delivery including but not limited to costs relating to freight, transportation, insurance, delivery and unloading; and

5.3 are exclusive of any sales, excise or other taxes, which GECKO shall add at the appropriate prevailing rate.

6. RETENTION OF TITLE

6.1 Risk of damage or loss of the Products shall pass to the Buyer at the time of delivery.

6.2 Notwithstanding delivery and passing of the risk of loss, Products will remain the property of GECKO until GECKO receives payment in full (in cash or cleared funds) for the Products and any other goods or Services that GECKO has supplied to the Buyer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums.

6.3 From delivery until title to the Products passes to the Buyer, the Buyer shall insure the Products for full value. The Buyer shall hold the proceeds of any claim on the insurance policy on trust for GECKO and shall immediately account to GECKO for any proceeds.

6.4 Until such time as the property in the Products passes to the Buyer, the Buyer shall hold the Products as GECKO’s trustee, but shall be entitled to use the Products

6.5 Until such time as title to the Products passes to the Buyer, (and provided the Products are still in separate identifiable existence and have not been resold) GECKO shall be entitled at any time to require the Buyer to deliver up the Products to GECKO and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer where the Products are stored and repossess the Products (all to the fullest extent permitted by law, and where the Products are stored at the premises of a third party the Buyer shall procure a right for GECKO to enter such third party’s premises to repossess the Products).

6.6 The Buyer shall not be entitled to pledge, grant a security interest in, or charge by way of security for any indebtedness any of the Products which remain the property of GECKO, and if the Buyer does so all monies owing by the Buyer to GECKO shall forthwith become due and payable, without prejudice to any other right or remedy of GECKO.

6.7 Notwithstanding any other provision of this Condition 6:

6.7.1 the Buyer shall be entitled to use (or where authorised by GECKO in writing in advance, resell) the Products in the ordinary course of business, provided that this right shall automatically cease should the Buyer become subject to any of the events listed in Condition 11.2.2; and

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6.7.2 Title shall pass to the Buyer, following delivery to the Buyer and payment being received by GECKO.

7. SERVICES

7.1 The provisions of this Condition 7 shall only apply if GECKO is providing Services to the Buyer.

7.2 In providing Services GECKO shall:

7.2.1 provide Services with reasonable care and skill;

7.2.2 use reasonable endeavours to meet any performance dates agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services; and

7.2.3 have the right to make any changes to the Services that are necessary to comply with any applicable law or safety requirement, or which do not materially or adversely affect the nature or quality of the Services.

8. PAYMENT

8.1 GECKO may, on or after the date it sends any instalment of the Products, invoice the Buyer for those Products.

8.2 Buyer shall pay each invoice in full in accordance with the payment terms as set out on the invoice. If no time for payment is indicated, the Buyer shall pay each invoice in full within 30 days of receipt of an invoice from GECKO. Time shall be of the essence for payment of invoices by the Buyer.

8.3 Notwithstanding the provisions of Conditions 8.1 and 8.2, GECKO reserves the right (in GECKO’s absolute discretion) to require payment in full for the Products or Services on or before delivery or otherwise to change any credit terms given to the Buyer from time to time.

8.4 Interest is payable on overdue amounts of invoices at the rate of 3% over Lloyds Bank plc base rate from time to time, to run from the due date for payment until receipt by GECKO of the full amount (including any accrued interest) whether before or after judgment.

8.5 All sums payable in respect of an order shall be payable in full by the Buyer without deduction of any kind, whether by way of set-off, counterclaim or otherwise howsoever. The Buyer shall not be entitled to set-off an amount owing or alleged to be owing to it by GECKO against amounts owing by it to GECKO.

9. EXPORT SALES

9.1 The Buyer acknowledges that the export of Products and any associated technology, including intellectual property as further described in Condition 12, may be subject to export control regulations in certain applicable jurisdictions (as such regulations may be amended from time to time).

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9.2 Buyer agrees that as a condition of GECKO’s acceptance of any order and therefore any Contract made under these Conditions, that:

9.2.1 the Products and any associated technology will not be used:

9.2.1.1 for purposes associated with any chemical, biological, nuclear weapons or missiles capable of delivering such weapons, or in support of any terrorist activity; or

9.2.1.2 in breach of any applicable laws, trade sanctions or trade embargoes, including without limitation, in violation of licence requirements 1 C 998 under the Bureau of Industry and Security Export Administration Regulations; and

9.2.2 the Products and any associated technology will not be resold if it is known or suspected that they are intended to be used for such purposes.

9.3 GECKO shall not be liable to the Buyer or any third party in respect of any bond or guarantee or for any loss, damage or other resultant financial penalty.

9.4 It is hereby agreed between the parties that the United Nations Convention on Contracts for the International Sales of Products shall not apply to any Contract pursuant to these Conditions.

9.5 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of Products into the country of destination and for the payment of any duties on them.

10. WARRANTY AND LIABILITY

10.1 GECKO warrants that the Products will, when delivered, comply with the specification agreed between the parties.

10.2 GECKO is not liable for any defect in the Products unless the Buyer has given notice to GECKO within the time periods provided in Condition 4.3. If the Buyer notifies GECKO of a defect in the Products within the specified time periods, GECKO’s only obligation is, at its option, to either:

10.2.1 replace or repair (if such an act was applicable) any quantity of the Products that are damaged or defective; or

10.2.2 refund to the Buyer the amount paid by the Buyer for the quantity of the Products that are the subject of the claim, together with the applicable transportation costs.

10.3 GECKO makes no representations and gives no warranties or undertakings:

10.3.1 as to the suitability or otherwise of the Products for use in the manufacture of products by the Buyer or any other application;

10.3.2 as to the ownership, validity or subsistence of any intellectual property that may subsist in the Products or in any application or use thereof; or

10.3.3 for the benefit of the Buyer or the Buyer’s customers or agents.

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10.4 It shall be the sole responsibility of Buyer to determine the suitability of the Products for use by Buyer or any other application and any use that Buyer may make of the Products is at Buyer’s own risk.

10.5 GECKO has not and will not participate in the design, manufacture, sale or distribution of any of the Buyer’s products.

10.6 GECKO is not liable to the Buyer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for:

10.6.1 any defect in the Products or Services caused by fair wear and tear, abnormal or unsuitable conditions of storage or use after delivery, or an act, omission or default of the Buyer or a third party; or

10.6.2 loss of revenues, loss of contracts or loss of profits, whether direct, indirect or consequential loss, nor for any indirect or consequential loss and whether arising from negligence, breach of contract or otherwise.

10.7 The entire liability of GECKO under or in connection with each individual Contract, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, is limited to the total of the charges payable by the Buyer under each individual Contract.

10.8 Except as set out in these Conditions, all conditions, warranties and representations, express or implied by:

10.8.1 statute;

10.8.2 common law; or

10.8.3 otherwise, in relation to:

10.8.3.1 the Products; or

10.8.3.2 any intellectual property that may subsist in the Products or in any use or application thereof,

are excluded to the fullest extent permitted by law.

10.9 Nothing in these Conditions shall exclude or limit a party’s liability for fraud, for death or personal injury caused by its negligence, or for any other matter, if and to the extent that under English Law, liability for it cannot be excluded, restricted or limited in the context of this Agreement. The invalidity, illegality or unenforceability of any part of these Conditions does not affect or impair the continuation in force of the remainder of these Conditions.

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11. TERMINATION

11.1 GECKO reserve the right to terminate the Contract by giving three months’ written notice to the Buyer.

11.2 Either party shall be entitled to terminate the Contract by giving three months’ written notice to the other party if:

11.2.1 the other party commits a material breach of any of the terms and conditions of the Contract and in the case of a material breach capable of remedy, fails to do so within 30 days of written notice being received specifying the material breach and requiring its remedy; and/or

11.2.2 if any encumbrancer takes possession of or a receiver, administrative receiver or similar officer is appointed over any of the property or assets of the other party or if the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or has an administrator appointed or goes into liquidation or has a resolution for its winding-up passed (except for the purpose of amalgamation or reconstruction not involving insolvency where the resulting entity agrees to be bound by or assumes the obligations imposed on the other party) or becomes insolvent or bankrupt or anything analogous to any of these events under the law of any jurisdiction occurs in relation to the other party or if the other party ceases or threatens to cease to carry on business or if the financial position of the other party deteriorates to such an extent that in the reasonable opinion of the performing party the capability of the other party adequately to fulfil its obligations under the Contract has been placed in jeopardy.

11.3 The termination or expiry of the Contract, however arising, will be without prejudice to the rights and remedies of GECKO accrued prior to termination. The Conditions that expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination or expiry of the Contract.

12. INTELLECTUAL PROPERTY

12.1 All intellectual property rights (including but not limited to patents, trademarks, service marks, rights in designs, copyrights, database rights (whether or not any of these is registered and including applications for registration of the foregoing) and all rights and forms of protection of a similar nature or which have equivalent or similar effect to any of the foregoing which may subsist anywhere in the world) in or to the Products which vest in GECKO shall remain vested in GECKO. The Buyer acknowledges that these Conditions or any Contract do not operate to vest in the Buyer any right, title or interest in or to any such rights. The Buyer shall not at any time assert any rights in the goodwill attaching to any of GECKO’s trademarks or other intellectual property, and all such rights shall vest in and ensure exclusively for the benefit of GECKO. If the Buyer challenges the validity of GECKO’s rights in or to, or the validity of any of GECKO’s trademarks (or any applications or registrations thereof) or any other intellectual property of GECKO, then GECKO shall be entitled to terminate the Contract immediately.

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12.2 The Buyer shall not cause or allow to be analysed and/or reverse engineered any Products, or any samples provided by GECKO, to determine the functionality or measure the properties of such Products or samples, unless with the prior written consent of GECKO, which may be given or withheld in the sole and absolute discretion of GECKO.

13. CONFIDENTIALITY

13.1 Each party agrees that all information received from the other party under the Contract, including the nature of the Products and/or Services to be provided by GECKO and the existence of any Contract shall be maintained in confidence and not disclosed to others, except as such disclosure may be required by applicable law or court order and the receiving party agrees not to use such information for any purpose other than the fulfilment of the Contract without the prior written consent of the other party. The obligations of confidentiality shall survive termination or expiry of the Contract.

13.2 Each party shall use reasonable care to protect the confidentiality of information received from the other party but in all events no lesser standard of care to protect the confidentiality of information received from the other party than it uses to protect its own confidential information, and shall limit disclosure of such information to those of its personnel and consultants and those of GECKO’s Group Companies who have an actual need to know and have a written obligation to protect the confidentiality of such information.

14. ANTI-BRIBERY

14.1 Each party shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption in any jurisdiction applicable to the parties and the supply of the Products and/or Services (“Applicable Bribery Law”). No party shall place the other in breach of any Applicable Bribery Law.

14.2 Each party shall maintain in place throughout the term of this Contract its own adequate policies and procedures to ensure compliance by it and its personnel with the Applicable Bribery Law, and will enforce those policies and procedures as necessary to avoid any breach by it or its personnel of Applicable Bribery Law. Each party shall promptly answer reasonable enquiries from the other party relating to those policies and procedures.

14.3 The Buyer shall promptly report to GECKO any request or demand for any undue financial or other advantage of any kind received by the Buyer in connection with the performance of this Contract.

14.4 Breach of this Condition 14 shall be deemed a material breach and not capable of remedy.

15. FORCE MAJEURE

If GECKO is prevented, hindered or delayed from or in supplying Products by an event or circumstance beyond its control (including, without limitation, strikes, lockouts and other industrial disputes, accidents, act of God, war, riot, civil commotion, malicious damage, compliance with a law or governmental order, rule,

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regulation or direction, reductions in or unavailability of power at manufacturing plant, breakdown of plant or machinery, or shortage or unavailability of raw materials from normal sources or routes of supply or delay by the Buyer in the performance of any of its obligations under the Contract (each of the foregoing being a “Force Majeure Event”)) GECKO may, at its option and without any liability for any loss or damage suffered by Buyer:

15.1 suspend deliveries while the Force Majeure Event (or its effects) continues (or continue); or

15.2 terminate any Contract so affected with immediate effect by written notice to the Buyer.

16. REMEDIES AND WAIVERS

No delay or omission by either party in exercising any right, power or remedy provided by law or under these Conditions shall:

16.1 affect that right, power or remedy; or

16.2 operate as a waiver of it.

The single or partial exercise of any right, power or remedy provided by law or under these Conditions shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy. The rights, powers and remedies provided in these Conditions are cumulative and not exclusive of any rights, powers and remedies provided by law.

17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

17.1 The Buyer agrees that the controls, benefits, rights and licences granted to GECKO under the Contract are also granted to each member of GECKO’s Group and that any loss suffered by GECKO or a member of GECKO’s Group as a result of any action or omission under the Contract shall be deemed to be a loss of GECKO and recoverable from the Buyer under the Contract (subject to the agreed exclusions and limits on liability).

17.2 Other than as set out in Condition 17.1 above, a person who is not a party to the Contract will have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any of its terms

18. NO PARTNERSHIP

Nothing in these Conditions and no action taken by the parties pursuant to these Conditions and any Contract made under them shall constitute a partnership, association, joint venture or other co-operative entity between the parties.

19. GOVERNING LAW

These Conditions and any Contract made under them are governed by, and shall be construed in accordance with English law. All disputes are to be settled by arbitration in London (in English) under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such rules.

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20. SECURITY AND DATA PROTECTION

20.1 Each party shall for the duration of this Agreement comply with the provisions of the Data Protection Act 1998 (including the Data Protection Principles set out in that Act) and from 25th May 2018 the General Data Protection Regulation and any similar or analogous laws, regulatory requirements or codes of practice (the ‘Data Protection Legislation’) governing the use, storage or transmission of Buyer’s Personal Data (for clarity, this is Personal Data provided by the Buyer pursuant to the performance of this Agreement by the parties) and shall not do or permit anything to be done which might cause or otherwise result in breach of the same. For clarity this clause 20 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

20.2 GECKO acknowledges that for the purposes of the Data Protection Legislation, it is the Data Processor and the Buyer is the Data Controller of any the Buyer’s Personal Data provided to it by the Buyer or obtained by it as part of its obligations under this Agreement. For clarity Data Controller, Data Processor, and Personal Data have the meanings as defined in the Data Protection Legislation. In its capacity as Data Processor, GECKO undertakes to use reasonable endeavours to keep the Buyer’s Personal Data secure to ensure that the Buyer is not in breach of its obligations under the current or any future Data Protection Legislation.

20.3 Without limitation to clauses 20.1 and 20.2, GECKO agrees to:

20.3.1 ensure a level of security appropriate to the nature of the Personal Data to be protected;

20.3.2 take appropriate steps so that GECKO’s employees and subcontractors who have access to the Buyer’s Personal Data comply with this clause 20;

20.3.3 comply with the Buyer’s reasonable instructions pursuant to the Data Protection Legislation in relation to the collection, processing and disposal of any of the Buyer’s Personal Data.

20.4 Without limitation to clauses 20.1 and 20.2, GECKO shall, in relation to any of the Buyer’s Personal Data processed in connection with the performance by GECKO of its obligations under this Agreement:

20.4.1 process that Buyer’s Personal Data only on the written instructions of the Buyer which is to be provided within reasonable notice unless GECKO is required by the laws of any member of the European Union or by the laws of the European Union applicable to GECKO to process the Buyer’s Personal Data (the ‘Applicable Laws’);

20.4.2 ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of the Buyer’s Personal Data and against accidental loss or destruction of, or damage to the Buyer’s Personal Data, having regard to the state of technological development and the cost of implementing any measures (those measures may include measures appropriate under the Data Protection Legislation);

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20.4.3 ensure that all personnel who have access to and/or process the Buyer’s Personal Data are obliged to keep the Buyer’s Personal Data confidential;

20.4.4 not transfer any of the Buyer’s Personal Data outside of the European Economic Area unless the prior written consent of the Buyer has been obtained and the following conditions are fulfilled:

20.4.4.1 the Buyer has provided appropriate safeguards in relation to the transfer;

20.4.4.2 the Data Subject has enforceable rights and effective legal remedies;

20.4.4.3 GECKO provides an adequate level of protection to any of the Buyer’s Personal Data that is transferred; and

20.4.4.4 GECKO complies with reasonable instructions notified to it in advance by the Buyer with respect to the processing of the Buyer’s Personal Data;

20.4.5 assist the Buyer, at the Buyer’s cost, in responding to any request from a Data Subject and in ensuring compliance with each party’s obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

20.4.6 notify the Buyer without undue delay on becoming aware of a breach of the Buyer’s Personal Data;

20.4.7 at the written direction of the Buyer, delete or return the Buyer’s Personal Data and copies thereof to the Buyer on termination or expiry of the Agreement unless required by Applicable Law to store the Buyer’s Personal Data; and

20.5 The Buyer consents to GECKO appointing third-party processors of the Buyer’s Personal Data under this Agreement. As between the Buyer and GECKO, The Buyer authorises third party contractors to process any of the Buyer’s Personal Data (as defined in the Data Protection Legislation) provided that the third party contractor’s agreement with GECKO is:

20.5.1 on terms similar to these set out in this Agreement; and

20.5.2 terminated automatically on termination of this Agreement.

20.6 Either party may propose at any time and on not less than 30 working days’ notice and the other party shall not unreasonably object to, revisions to this clause 20. Both parties shall maintain complete and accurate records and information to demonstrate its compliance with this clause 20. Each party agrees to provide evidence to each other in the event that the other party may reasonably request and upon being given sufficient notice, to demonstrate a party’s compliance with the current Data Protection Legislation.

21. INDEMNITY

The Buyer agrees to indemnify, hold harmless, and defend GECKO, any Group Company of GECKO, and each of its or their respective officers, directors, agents, employees, representatives, successors, and assigns (collectively, “Indemnified Parties”) from and against any and all claims, demands, damages, fines, penalties, losses, causes of action, liabilities, and judgments (collectively, “Claims”) of every

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kind (including all expenses of litigation, court costs, and reasonable legal fees), for damage to any property or injury to or death of any person (including, but not limited to, employees of the Buyer) resulting from, arising out of, or in any way connected with the acts or omissions to act, of the Buyer, its officers, agents, employees, representatives, and contractors (collectively, the “Buyer Parties”), including to the extent any such Claims are based in part upon the joint or concurrent negligence or strict liability of Indemnified Parties, or whether any such Claims are by way of tort or contract or otherwise. The Buyer will not be required to indemnify Indemnified Parties for any Claims determined by final judgment of a court to have been caused by the wilful misconduct or gross negligence of Indemnified Parties. The Buyer shall also indemnify, hold harmless, and defend Indemnified Parties from and against any and all Claims resulting from, arising out of, or in any way connected with, any breach of the Agreement by any of the Buyer Parties, including breaches of any representation or warranty made hereunder, or the failure of any of the Buyer Parties to comply with any third party requirements or with any laws including, but not limited to, fines, penalties, and monetary sanctions imposed by any governmental entity, or political subdivision or agency thereof, associated with any such failure.