FT Technologies - Terms & Conditions of Sale
5.2
1

GENERALFT Technologies Limited, of Sunbury House, Brooklands Close, Sunbury-on-Thames
TW16 7DX, (registered company number 01603909) ("FT") submits all quotations
and price lists and accepts all orders subject to the following terms and conditions(the “Terms”) which shall apply to all contracts for goods supplied or work done by
FT. No terms of the purchaser seeking to enter into a contract with FT (the“Purchaser”) shall apply or have any effect, whether such terms appear on a written
order or otherwise. These Terms and the documents referenced herein are all theterms of the contract (the “Contract”) between FT and the Purchaser in respect of thegoods and/or services to be supplied, and these Terms supersede all previous
representations, negotiations, arrangements and agreements.

2

QUOTATION AND ACCEPTANCE OF ORDERS

2.1

All orders made by the Purchaser must be in writing via email, fax or post (the“Order”).
These Terms apply to the Contract to the exclusion of any other terms that thePurchaser seeks to impose or incorporate, or which are implied by trade, custom,practice or course of dealing.
The Order constitutes an offer by the Purchaser to purchase the goods in accordancewith these Terms. The Purchaser is responsible for ensuring that the terms of theOrder and any applicable specification agreed pursuant to clause 6.2, are complete
and accurate.
The Order shall only be deemed to be accepted, and consequently the Contract shallcome into existence, when FT issues a written acceptance of the Order, or if earlier,when the goods are dispatched. FT’s standard lead times for Orders is 6-8 weeks
but this is subject to change without notice.
The written acceptance of the Order, referred to in clause 2.4 above, is generally
issued by a message sent to the Purchaser by email. In the event FT is subsequently
unable to supply the Order, FT shall inform the Purchaser and shall be entitled tocancel the Order (or with the Purchaser’s consent, agree an amendment to the Order)
without liability to the Purchaser.
Each Order accepted by FT will be deemed to form a separate Contract to whichthese Terms shall apply and any waiver or any act of non-enforcement or variationof any term or part thereof on the part of FT shall not bind or prejudice FT in relation
to the application of these terms to any other order, instalment or delivery
whensoever arising.

2.2
2.3

2.4

2.5

2.6

3

PRICES AND QUOTATIONS

3.1

Where no written quotation is given to the Purchaser by FT, the price of goods orservices ordered shall be in accordance with FT's current price list ruling at the dateof delivery subject to clause 3.3 below.
Where FT gives a written quotation, the price shall be in accordance with that
quotation for orders accepted within the validity period of that quotation, subject toclause 3.3 below.
FT reserves the right to increase prices without notice, after the date of FT's
acceptance of an order to cover:3.3.1 increased charges of the suppliers to FT (whether in respect of goods orservices);
3.3.2 extra costs incurred as a result of the cancellation, alteration or re-schedulingof orders due to the Purchaser's instructions or lack of instructions;3.3.3 currency fluctuations which increase the cost to FT of materials or goods
imported into United Kingdom.
FT reserves the right to require the Purchaser to provide FT with a deposit or part
payment of the Order prior to the date of delivery.
All prices are exclusive of Value Added Tax and any other taxes, duties or levies(including export duties) that may be due.
Unless otherwise agreed in writing between the parties, all prices are ex-works FT’s
premises (as defined by INCOTERMS 2010 Edition).
Save as set out in clause 3.4, the terms of payment are 30 days after date of invoice(unless expressly agreed otherwise) and liability to pay the price and related charges
for the goods shall arise on their despatch to the Purchaser. Payment shall be due
whether or not property in the goods has passed to Purchaser by virtue of clause 5
below and FT shall accordingly be entitled to sue for the price even if property in the
goods has not passed. Time of payment is of the essence.
In the event that the Purchaser fails to pay FT any sums due whether under theseTerms or otherwise, FT reserves the right to:
3.8.1 cancel any Order before delivery;
3.8.2 suspend any Order before delivery; and/or
3.8.3 charge interest on the outstanding amount at the National Westminster Bankplc base rate from time to time, plus 2%, from the date payment become due
until payment in full is made.
All amounts due under the Contract shall be paid by the Purchaser to FT in full without
any set-off, counterclaim, deduction or withholding (other than any deduction orwithholding of tax as required by law).

3.2
3.3

3.4
3.5
3.6
3.7

3.8

3.9

4

DELIVERY

4.1

All delivery dates are quoted in good faith, but time of delivery shall not be of theessence of any order. FT shall be entitled to deliver by instalments. FT shall not beliable for any loss or damage (whether direct or consequential) whatsoever arisingfrom late or non-delivery of goods or materials and the Purchaser shall not thereby
be entitled to treat any order as repudiated.
Unless otherwise agreed in writing between the parties, delivery shall take placewhen the goods are loaded for delivery at FT’s premises, whether or not delivery is
accepted by Purchaser, and all risk in the goods shall pass to the Purchaser at thattime.
No liability can be accepted by FT in respect of damage to or short delivery of goods
unless a notice in writing is given to the carrier concerned, and separately to FT,
giving full details, within 14 days of date of invoice or delivery, if earlier. In the absenceof such notice, the goods shall be deemed conclusively to have been duly delivered.
FT shall have no liability in respect of damage or short deliveries caused by the acts
or omissions of the Purchaser or any third party or by causes beyond FT's reasonable
control.
The Purchaser must accept delivery of the total Order within one year of the date of
the Order, unless otherwise agreed in writing.

4.2

4.3

4.4
5

RISK AND RESERVATION OF TITLE

5.1

The goods are at the risk of the Purchaser from the time of delivery.

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5.3

5.4

5.5

5.6
5.7

5.8

5.9

Ownership of the goods shall not pass to the Purchaser until FT has received in full(in cash or cleared funds) all sums due to it in respect of:
5.2.1 the goods; and5.2.2 all other sums which are or which become due to FT from the Purchaser on
any account.
Until ownership of the goods has passed to the Purchaser, the Purchaser shall:
5.3.1 hold the goods on a fiduciary basis as FT’s bailee;
5.3.2 store the goods (at no cost to FT) separately from all other goods of thePurchaser or any third party in such a way that they remain readily identifiable
as FT’s property;
5.3.3 not destroy, deface or obscure any identifying mark or packaging on or
relating to the goods; and5.3.4 maintain the goods in satisfactory condition and keep them insured on FT’s
behalf for their full price against all risks to the reasonable satisfaction of FT.
On request the Purchaser shall produce the policy of insurance to FT.
The Purchaser may resell the goods before ownership has passed to it solely on thefollowing conditions:5.4.1 any sale shall be effected in the ordinary course of the Purchaser’s businessat full market value; and5.4.2 any such sale shall be a sale of FT’s property on the Purchaser’s own behalf
and the Purchaser shall deal as principal when making such a sale.
The Purchaser’s right to possession of the goods shall terminate immediately if:
5.5.1 the Purchaser has a bankruptcy order made against him or makes anarrangement or composition with his creditors, or otherwise takes the benefitof any statutory provision for the time being in force for the relief of insolvent
debtors, or (being a body corporate) convenes a meeting of creditors(whether formal or informal), or enters into liquidation (whether voluntary or
compulsory) except a solvent voluntary liquidation for the purpose only ofreconstruction or amalgamation, or has a receiver and/or manager,
administrator or administrative receiver appointed of its undertaking or any
part thereof, or documents are filed with the court for the appointment of an
administrator of the Purchaser or notice of intention to appoint an
administrator is given by the Purchaser or its directors or by a qualifying
floating charge holder (as defined in paragraph 14 of Schedule B1 to theInsolvency Act 1986), or a resolution is passed or a petition presented to any
court for the winding up of the Purchaser or for the granting of an
administration order in respect of the Purchaser, or any proceedings arecommenced relating to the insolvency or possible insolvency of thePurchaser; or
5.5.2 the Purchaser suffers or allows any execution, whether legal or equitable, tobe levied on his/its property or obtained against him/it, or fails to observe or
perform any of his/its obligations under the Contract or any other contract
between FT and the Purchaser, or is unable to pay its debts within themeaning of section 123 of the Insolvency Act 1986 or the Purchaser ceases
to trade; or
5.5.3 the Purchaser encumbers or in any way charges any of the goods; or
5.5.4 FT has reason to believe that the Purchaser will be unable to pay for the
goods or that any of the events listed in clauses 5.5.1 to 5.5.3 are likely tohappen in the near future.
FT shall be entitled to recover payment for the goods notwithstanding that ownershipof any of the goods has not passed from FT.
The Purchaser grants FT, its agents and employees an irrevocable licence at any
time (and where applicable will procure a right of entry for FT, its agents andemployees) to enter any premises where the goods are or may be stored, in order toinspect them, or, where the Purchaser’s right to possession has terminated, torecover them.
Where FT is unable to determine whether any goods are the goods in respect ofwhich the Purchaser’s right to possession has terminated, the Purchaser shall bedeemed to have sold all goods of the kind sold by FT to the Purchaser in the order inwhich they were invoiced to the Purchaser.
On termination of the Contract, howsoever caused, FT’s (but not the Purchaser’s)
rights contained in this clause 5 shall remain in effect.

6

SPECIFICATIONS, DESCRIPTIONS, TOLERANCES AND SAMPLES

6.1

No information, statistics or specifications relating to dimensions, outputs, capacities,
strengths, weights, performances and/or similar data and no photograph, illustration,
drawing or plan whether issued by FT or not shall be deemed to relate to the goods
which are the subject of this order unless FT has specifically confirmed that this is
the case in writing.
Subject to clause 6.3, if FT manufactures goods to be supplied in accordance withany specifications, the specifications which apply will be those set out in the related
datasheet. No variations to these specifications shall apply unless agreed in writing
by FT.
FT shall be entitled to claim reasonable tolerances in respect of all goods supplied
and reserves the right to make adaptations to the goods due to technical or safety
developments.
The provision by FT of samples for analysis by the Purchaser or the inspection ofsamples by the Purchaser shall not render any sale a sale by sample. No guarantee
or warranty is given that the goods supplied will correspond exactly to the description
or sample given.

6.2

6.3
6.4

7

SPECIFICATIONS, INSTRUCTIONS AND MATERIALS SUPPLIED BY THE
PURCHASER

7.1

Any materials or other properties supplied by the Purchaser to FT for the purposesof filling any order shall be held by FT at the risk of the Purchaser and the Purchaser
shall remain responsible for the insurance of those items. FT shall accept no liability
for defects in the goods caused directly or indirectly by any such materials or property
supplied.
Any design or express or implied instructions directly or indirectly communicated by
the Purchaser to FT shall not be such as to cause or require FT to infringe any
copyright, patent rights, registered design, trade or service mark or other third party
rights in the performance of that order.
The Purchaser will indemnify and keep indemnified FT, its directors, officers,
servants, agents and sub-contractors against all costs, losses, expenses andliabilities howsoever arising:
7.3.1 in respect of any actual or alleged infringement of any third party rights arising
directly or indirectly from the use of or compliance with any design,specification or express or implied instructions communicated by the
Purchaser in connection with this order; and

7.2

7.3

7.3.2
7.3.3

in respect of any claim arising from the sale or use of the goods supplied orotherwise in connection with those goods where the claim results wholly or
partly from any of the materials supplied by the Purchaser; andas a result of any use by the Purchaser or any third party of the goods
supplied, where the use made of those goods is not recommended, or
recognised as a normal use of those goods by FT or in any case where thegoods have been manufactured in accordance with the Purchaser's
specifications.

8

OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

8.1

FT has no actual knowledge of any infringement of patent, copyright or otherintellectual property rights likely to result from the manufacturing, sale or use of thegoods supplied, but FT shall bear no liability for the infringement of any patent,
copyright or other intellectual property rights caused by the use of the goods suppliedin combination with any other articles or materials or in any process not supplied by
FT.
The Purchaser acknowledges that except as provided for in clause 8.3 below, allpatent, copyright, registered design or other intellectual property rights arising in the
goods supplied, manufacturing techniques, processes and equipment or design,ideas, inventions or development work undertaken by FT remain the property of FT
who has the sole right to seek patent, registered design or other protection.
Where the goods supplied are manufactured by FT in accordance with specifications
supplied by the Purchaser FT acknowledges that all rights in inventions, andcopyright in designs supplied by the Purchaser shall be the property of the Purchaser
and the Purchaser shall have the sole right to seek patent, registered design or otherprotection for them. For the avoidance of doubt, nothing in this clause 8 shall affect
FT's rights in any of its manufacturing techniques, processes or equipment whichhave not been specifically invented by the Purchaser, nor FT's rights to use suchtechniques, processes or equipment in producing goods other than on the behalf
Purchaser.
Where any software is supplied by FT to the Purchaser, either incorporated within
the sensor or provided as Additional Software (as defined in clause 11 below),(together the “Software”) the Purchaser:
8.4.1 must not copy the Software except where such copying is incidental to normal
use of the Software;
8.4.2 must not rent, lease, sub-license, loan, translate, merge, adapt, vary or modify
the Software;
8.4.3 must not make alterations to, or modification of, the whole or any part of the
Software not permit the Software or any part of it to be combined with, or
become incorporated in, any other programs;
8.4.4 must not disassemble, decompile, reverse engineer or create derivative
works based on the whole, or any part, of the Software nor attempt to do any
such things;
8.4.5 must keep the Software secure;
8.4.6 not to provide, or otherwise make available, the Software in any forms, inwhole or in part (including, but not limited to, program listings, object andsource program listing, object code and source code) to any person without
prior written consent from FT.
The Purchaser acknowledges that it has no right to have access to the Software insource code form or in unlocked coding or with comments. The Purchaser is not
permitted to open the sensor in order to access the Software.

8.2

8.3

8.4

8.5

9

CONFIDENTIALITY

9.1

Except in the case of FT's documents which are publicly available, all catalogues,
manuals, specifications, models, drawings, technical information or other datamaterial or documentation of any kind furnished by FT to the Purchaser will remain
the property of FT (whether or not commissioned by the Purchaser) and will be kept
strictly confidential by the Purchaser and returned at FT's request.
Each party will keep the business information of the other which is not publicly known
strictly confidential and will not use or disclose that information except as necessary
to allow the performance of their obligations under this order.

9.2

10

12.6

13

LIMITATIONS OF WARRANTIES

13.1

Whilst FT endeavours to ensure the best design, sound materials and goodworkmanship, all conditions and warranties whether express or implied by statute orotherwise (including but not limited to those as to description, merchantability,
compliance with any sample or fitness for purpose of the goods) shall be construed
subject to these conditions and, insofar as they are inconsistent with these conditions
shall be excluded.
The warranties given in clause 11 shall not in any event extend to any articles which
are not of FT's own manufacture, but which have been supplied with or incorporated
into FT's goods and the Purchaser shall in respect of such articles rely on suchwarrants, if any, as is given in respect of those articles by their manufacturer.
The warranties given in clause 11 shall only apply provided that the goods have beenused in accordance with FT's recommendations (if any) or in accordance with theirnormal use and shall not apply where damage is caused by: accident, normal wear
and tear, any misuse of the goods by the Purchaser or any person, failure to follow
any instructions supplied with the goods, deterioration due to inadequate storage
facilities; or where defects in the goods are caused directly or indirectly by materials,
designs or property supplied or specified by the Purchaser, or where the goods havebeen altered, modified or repaired other than at FT's premises or by persons not
expressly nominated or approved in writing by FT.
FT gives no representation, condition, warranty or other assurance that the goods
will be able to survive a lightning strike nor that the goods will be free from viruses.
FT gives no representation, condition, warranty or other assurance, nor does it
accept any duty of care that the goods supplied are fit for any particular purpose forwhich the person may require them. The Purchaser acknowledges that it has
assessed for itself the suitability of the goods or services for its requirements and that
it is solely responsible for:13.5.1 the proper installation and operation of the goods in accordance with the
documentation provided by FT, with reasonable care and skill using
appropriately skilled and qualified personnel;
13.5.2 ensuring that it employs monitoring systems and “fail-safe” systems sufficient
to ensure that any defect in or failure of the goods does not cause damage toany other goods or property of the Purchaser or of any other person, and thatany other consequential effects of any such defect or failure are minimised.
The warranties and conditions stated in this Contract are in place of all otherwarranties, conditions or other terms, whether express or implied, statutory orotherwise, all of which are expressly excluded.

13.2

13.3

13.4
13.5

13.6

14

CANCELLATION, SUSPENSION AND TERMINATION

14.1

In the event of an order which has been accepted by FT being cancelled by the
Purchaser, this shall amount to a repudiation of that contract, which FT may accept,
and in these circumstances the Purchaser shall be liable to indemnify FT against all
losses (including loss of profit) costs and other expenses and damages (whether
direct or consequential) occasioned by such cancellation.
If:
14.2.1 the Purchaser fails to comply with any of its obligations under this or any
contract; or
14.2.2 in the case of an individual, if a petition for a bankruptcy order or an
application for a voluntary arrangement is made in respect of the Purchaser
or any similar action application or proceeding is taken against the Purchaser
in any jurisdiction to which he is subject or the Purchaser is unable to pay his
debts within the meaning of s.268 of the Insolvency Act 1986; or
14.2.3 in the case of a limited company, if any action, application or proceeding istaken in respect of the Purchaser for:a)a voluntary arrangement or composition or reconstruction of its debts;orb)
the presentation of an administration petition; orc)its winding up or dissolution; ord)the appointment of a liquidator, trustee, receiver, administrative
receiver ore)similar officer; orf)
if any similar action application or proceeding is taken in any
jurisdiction to which the Purchaser is subject, or the Purchaser isunable to pay its debts within the meaning of s.123 of the Insolvency
Act 1986.
FT shall have the right to terminate this order, and any other orders or agreementswith the Purchaser, or to suspend performance of this order or any other order or partof it, but without affecting any other claim right or remedy of FT against the Purchaser.
FT reserves the right to cease or suspend the supply of goods to the Purchaser,
including after the Contract is formed in accordance with clause 2, in its absolute
discretion when:
14.4.1 the Purchaser's account is overdue; or
14.4.2 in FT's absolute discretion FT has doubts, howsoever arising, about thecontinued creditworthiness of the Purchaser.
Should FT be prevented from making delivery or performing any other of its
obligations under an order, owing to any circumstances beyond its reasonable
control, including but not limited to earthquake, flood, hurricane, fire, acts of God,war, national emergency, invasion, insurrection, riots, lock-outs, industrial action,
picketing, boycott, difficulty in obtaining workmen or materials, breakdown ofmachinery, or interference or requisitioning by any government department or official,
FT may by written notice terminate that order or suspend performance without
incurring any liability for any loss or damage incurred by the Purchaser.

14.2

EXPORT AND IMPORT LICENCES
The Purchaser will not sell or ship any of the goods directly to any person ordestination where such sale or shipment would be prohibited by the laws or
regulations of the United Kingdom and, at its own expense, the Purchaser shallsecure such licences and import and export documents as are necessary to buy orsell the goods.

11

QUALITY

11.1

11.2

Subject to clause 13 below and unless otherwise agreed in writing between theparties, FT warrants that for a period of 12 months from the date of delivery to thePurchaser (the “Warranty Period”), all goods manufactured by it shall be reasonably
free from defects in materials and workmanship at the time of their delivery to thePurchaser.
In addition to the goods, FT may also supply software (the “Additional Software”) toassist the Purchaser in connecting the sensor to a PC in order to check the sensor
or update the operating system in the sensor. FT warrants that the Additional
Software will be free from any material defects at the date that the Additional Softwareis delivered to the Purchaser. FT gives not further warranties in relation to the
Additional Software and such Additional Software is provided on an “as is” basis.

12

NOTIFICATION AND REMEDIAL ACTION OF DEFECTS

12.1

The following provisions of this clause 12 set out the Purchaser’s sole remedy and
FT’s sole liability in respect of any goods (including for the avoidance of doubt,
Software) which do not comply with the warranties given in clause 11. (Such goods
are “Defective”, and the non-compliance is defined as a “Defect”).
The Purchaser shall promptly notify FT of any Defect.
The Purchaser shall (at its own expense, subject to clause 12.4.1(c)) promptly returnto FT the Defective goods, and FT shall as soon as reasonably practicable carry out
an inspection of the goods to determine whether the goods are Defective. In carryingout that inspection, FT shall act reasonably and with all due care and skill.
If FT determines that the goods are Defective, FT shall at its option:
12.4.1 promptly supply at its own expense replacement goods; or
12.4.2 repair the Defective goods and return it to the Purchaser as soon asreasonably practicable; and12.4.3 FT shall reimburse the Purchaser for the reasonable direct expenses ofshipping the goods back to FT.
If FT determines that the goods are not Defective (and that consequently the Defecthas been misreported by the Purchaser), then:
12.5.1 FT shall give the Purchaser full particulars of its determination that the goods
are not Defective, or that the Defect has been caused by incorrect use;
12.5.2 the Purchaser shall not be entitled to a replacement goods or to any
reimbursement of its costs of shipping the goods back to FT; and

12.2
12.3

12.4

12.5

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12.5.3 the Purchaser shall pay the costs, including all delivery/redelivery costs, ofthe inspection carried out under clause 12.3, calculated at FT’s standard
service rates then in force.
In the event that the defect notified by the Purchaser is not covered by the warranties,
FT may at its discretion offer to correct that defect subject to the Purchaser agreeing
to pay FT’s costs for such work at FT’s then current fee rates.

14.3
14.4

14.5

15

LIMITATIONS ON LIABILITY

15.1

Nothing in this Contract shall limit FT’s liability for15.1.1 personal injury or death caused by its negligence; or
15.1.2 fraudulent misrepresentation.
FT shall have no liability in contract, tort (including, without limitation, negligence ormisrepresentation) or otherwise howsoever for any loss or damage arising in whole
or in part from:
15.2.1 materials provided by, or a design stipulated or specified by the Purchaser;
15.2.2 overload conditions, faulty maintenance, faulty installation and modifications
made without FT’s approval; or
15.2.3 any breach by the Purchaser of its obligations under clause 13.1.
FT’s liability to the Purchaser, in contract, tort (including, without limitation,
negligence or misrepresentation) or otherwise for loss or damage to any tangible
property, caused either (1) by defects in the goods resulting from FT’s negligence or(2) by the negligence of FT’s employees shall be limited to a maximum amount of£2,000,000 per event or series of connected events.

15.2

15.3

15.4

15.5

15.6

16

Subject to clause 15.1, FT shall have no liability in contract, tort (including, without
limitation, negligence or misrepresentation) or otherwise howsoever for any of thefollowing losses or damage (whether such losses or damage were foreseen,
foreseeable, known or otherwise):
15.4.1 loss of revenue, loss of actual or anticipated profits (including for loss of profits
on contracts), loss of the use of money, loss of anticipated savings, loss ofbusiness, loss of opportunity, loss of goodwill, loss of reputation, loss of,damage to or corruption of data;
15.4.2 death, illness, injury or loss of value to any animals, birds or fish; or
15.4.3 any indirect or consequential loss or damage howsoever caused (including,for the avoidance of doubt, whether or not such loss or damage is of a typespecified in clauses 15.4.1 and 15.4.2 above) whether arising out of, inconnection with or in relation to the goods or the supply or non-supply of thegoods or otherwise under the Contract.
Subject to clauses 15.1 to 15.4 above, FT’s total liability in contract, tort (including,
without limitation, negligence or misrepresentation) or otherwise whether arising outof, in connection with or in relation to the goods or the supply or non-supply of thegoods or otherwise under the Contract for any one event or series of connected
events shall be limited to the higher of (i) £25,000 and (ii) the amount payable to thePurchaser for the goods under the corresponding Contract.
The parties agree that the above limitations of liability are reasonable, particularly inthe light of the Purchaser’s obligations under clause 13.5 (in particular, without
limitation, clause 13.5.2), and appropriately reflect the balance of risk which theparties consider appropriate and which is reflected in the prices charged by FT. In
addition, the cost of obtaining unlimited insurance for all goods supplied is excessive
and would result in an increase in the price of the goods supplied and prices arequoted on the basis that the Purchaser takes out its own insurance.
CUMULATION OF REMEDIESThe rights and remedies granted to FT in these terms may be exercised by FT in
addition to each other, and also in addition to any other rights or remedies that may
be available to FT by statute, common-law or otherwise.

17

DATA PROTECTION

17.1

FT shall comply with its obligations under Data Protection Law (being as applicable
the Data Protection Act 2018, the General Data Protection Regulation ((EU)
2016/679), (and any UK law which implements or acts as a domestic equivalent of it
in whole or in part), and any applicable laws, regulations or secondary legislation
relating to privacy or data protection, as amended or updated from time to time), and
the Purchaser shall:
17.1.1 ensure that its provision of any “personal data” (as defined by Data ProtectionLaw) to FT (and FT’s use of such data as anticipated by or necessary in
relation to the Contract and the Services) is compliant with Data ProtectionLaw;
17.1.2 not (by its acts or omissions) cause FT to be in breach of Data ProtectionLaw;
17.1.3 only use personal data provided or made available by FT as necessary in
relation to the Contract (and in any event only in compliance with Data
Protection Law) and promptly delete or return such personal data at FT’s
request;17.1.4 co-operate fully with FT and provide (as part of the Services and at no extracost) such information, access and assistance as FT requires in order toachieve and evidence compliance with each party’s obligations under Data
Protection Law in relation to the Contract;
17.1.5 keep FT indemnified against all liabilities, costs, expenses, damages andlosses (including but not limited to any direct, indirect or consequential losses,
loss of profit, loss of reputation and all interest, penalties and legal costs(calculated on a full indemnity basis) and all other professional costs andexpenses) suffered incurred by FT as a result of or in connection with abreach by the Purchaser of this clause 17
17.1.6 if it acts as a “processor” (as defined by Data Protection Law) on behalf of FT,
immediately inform FT and co-operate in good faith with FT to execute suchdata processing clauses as FT requires in order to ensure compliance with its
obligations under Data Protection Law; andif any transfer of personal data to the Purchaser by FT would constitute a transfer
outside of the UK or European Economic Area (or otherwise to a “third country”) forthe purposes of Data Protection Law, immediately inform FT and co-operate ingood faith with FT and provide all requested assistance and information to ensurethat such transfer is compliant with Data Protection Law (including but not limited toentering into standard contractual clauses approved by a competent supervisory or
regulatory authority.

18

VARIATIONSFT reserves the right to vary these standard terms from time to time, provided thatany variation that arises following acceptance of the Purchaser's order and prior to
the performance of FT's obligations under that order shall be notified to the Purchaser
in writing, and shall not take effect until that time.

19

NON-ASSIGNMENTThe Purchaser shall not be entitled to assign, sub-licence, sub-contract or otherwise
dispose of its rights and obligations under any order without first obtaining the priorwritten consent of FT.

12NOTICES
Notices required to be given under these terms shall not be effective unless in writing
and sent to the address of the other party or at such other address as previously
notified to the other party in writing.

21

SURVIVING PROVISIONS
The determination of each order howsoever arising shall be without prejudice to any
provisions of the Contract (including these conditions) which are to have effect after
the date of determination.

22

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
None of these Terms are intended to or will operate to confer any benefit under theContracts (Rights of Third Parties) Act 1999 on a person other than FT or the
Purchaser.

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23

HEADINGS
The headings to these terms are for convenience only and shall not affect theinterpretation or construction of any of them.

24

PROPER LAW
The Contract, and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims), shall begoverned by, and construed in accordance with, English law, and the parties
irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Nothing in this clause shall limit the right of FT to take proceedings against thePurchase for non-payment, recovery of goods or breach of these Terms in any othercourt of competent jurisdiction, nor shall the taking of proceedings in any one or morejurisdictions preclude the taking of proceedings in any other jurisdictions, whether
concurrently or not, to the extent permitted by the law of such other jurisdiction.