TERMS AND CONDITIONS FOR SALE OF GRAPHCORE PRODUCTS
1.
1.1

1.2

1.3

2.
2.1
2.2

2.3

2.4
2.5
2.6
2.7

2.8

2.9

2.10

Introduction and Parties
These Terms apply to the Contract between the“Customer” (as defined in the Order Confirmation) and
GRAPHCORE LIMITED of 9th Floor, 107 Cheapside,
London EC2V 6DN (“Graphcore”).
Except only where otherwise agreed in writing signed by
an officer of Graphcore, the Quote, Order Confirmation,and these Terms form a legally binding agreement to the
exclusion of any other terms that the Customer seeks toimpose or incorporate or which are implied by trade,custom or course of dealing and supersede previous
agreements on the same subject matter. In the event of
any conflict between the Customer’s terms, these Terms
shall prevail.
In the event of a conflict between a Quote, an Order, Order
Confirmation and these Terms, then the Order
Confirmation, followed by the Quote, Terms and Ordershall prevail in the foregoing sequence.
Definitions and Interpretation
The following terms shall be defined as follows:“Applicable Laws” the laws, regulations, regulatory
policies, directives, ordinances, guidelines, industry codes
or statutes of United Kingdom, the European Union, US
and any other jurisdictions which relevant to theengagement between the parties respecting a Contract.
“Business Days” a day (other than Saturday, Sunday or
public holiday) when banks in London are open forbusiness.
“Contract” the contract between Graphcore and theCustomer for the sale and purchase of the Products.
“Delivery” delivery in accordance with clause 4.
“Delivery Date” the date provided by Graphcore fordelivery of an Order in accordance with clause 4.2.
“Documentation” the documentation supplied with theProducts or published on Graphcore’s website including
the Specification.
”Force Majeure Event" means any circumstance not in aparty's reasonable control including: acts of God, flood,
drought, earthquake or other natural disaster; epidemic or
pandemic; terrorist attack, civil war, civil commotion or
riots, war, threat of or preparation for war, armed conflict,
imposition of sanctions, embargo, or breaking off ofdiplomatic relations; nuclear, chemical or biologicalcontamination, or sonic boom; cyber-attack; any law or
action taken by a government or public authority including
imposing an import or export restriction, quota or
prohibition or failing to obtain or revocation of any licenceor consent; collapse of buildings, fire, explosion or
accident or any labour or trade dispute, strikes or industrial
lockout.
“Graphcore Code of Conduct” the policies relating tocode of conduct published on Graphcore’s website as
updated from time to time.
“Intellectual Property Rights” all intellectual property
rights of any nature whatsoever throughout the world
including any: (i) patent rights, registered trademarks,
copyright, designs and any and all applications forregistration of any of the same wheresoever made; (ii)unregistered patents, trademarks, copyright and designs;
know-how and trade secrets howsoever arising; anddatabase rights and any right or interest in any of theforegoing, together with rights of the same or similar effector nature as those listed above, in each case in any
jurisdiction and the absolute entitlement to any
registrations granted pursuant to applications in respect of
the above, all goodwill and the right to bring, make,
oppose, defend, appeal proceedings, claims or actions
and obtain relief (and retain any damages recovered) in

2.11
2.12
2.13

2.14
2.15
2.16

2.17
2.18
2.19

3.
3.1

3.2

4.
4.1

4.2

5.
5.1

5.2

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respect of any infringement, or any other cause of action
arising from ownership of any Intellectual Property Rights.
“Order” a written communication from Customer topurchase the Products.
“Order Confirmation” a confirmation of an Order inaccordance with clause 3.
“Quote” a quotation issued in by Graphcore in writing
containing a description of Product, quantity and price,
together with additional terms.
“Price” the price of the Product as set out in an Order
Confirmation, Quote or both.
“Product(s)” the Graphcore products (or any part of them)in a Quote.
“RMA Process” the return merchandise authorization
process as set out in clause 5, as supplemented oramended by the Documentation.
“Specification” the specification for the Products which
may be amended from time to time by Graphcore.
“Terms” these Terms and Conditions of Sale.
A reference to a statute or statutory provision is areference to such statute or provision as amended or reenacted. A reference to a statute or statutory provision
includes any subordinate legislation made under thatstatute or statutory provision, as amended or re-enacted.
Any phrase introduced by the terms including, include,in particular or any similar expression shall be construed
as illustrative and shall not limit the sense of the words
preceding those terms.
Quotes, Orders and Order Confirmations
The Customer may place Orders with Graphcore. An
Order is only accepted when an Order Confirmation isissued by Graphcore, at which stage a Contract is formed.
Any samples, written materials or oral representations
provided by or on behalf of Graphcore shall not form partof the Contract.
Delivery
Delivery shall be EXW (Incoterms 2010). Graphcore may
deliver the Products in one or more instalments.
Graphcore may invoice for the Products delivered in such
instalments. Delay or defect of any part of an Order, shallnot entitle the Customer to cancel the Contract or any
other Orders.
If Graphcore fails to deliver the Products by the Delivery
Date, Graphcore’s liability shall be limited to the costs andexpenses incurred by the Customer in obtaining
replacement products of similar description and quality inthe cheapest market available, less the price of the
Products. Graphcore shall not be liable for any delay in
Delivery of any Products that is caused by a Force Majeure
Event.
Acceptance and Quality of Products
The Customer may reject any Products that do notmaterially comply with the Specification on account of any
defect, provided that the Customer gives written notice ofrejection to Graphcore in accordance with Graphcore’s
RMA process or within 7 Business Days of Delivery
whichever is the earlier. The Customer shall either allow
Graphcore reasonable access to inspect the Products at
Customer’s site or (at Graphcore’s request) shall returnthe relevant Products, unaltered and in their original
packaging to Graphcore for inspection at Customer’s own
risk and expense.
If Graphcore accepts that the Products do not comply with
the Specifications, then Graphcore shall within 7 Business
Days of that acceptance, at its sole election either: (i)supply a replacement Product; or (ii) repair the Product; or(iii) notify the Customer that it is unable to supply a

5.3

5.4

6.
6.1

replacement or repair to the Product, in which case
Graphcore shall refund the fees paid or at its option,
provide a credit to the customer.
The Products shall be deemed accepted if: (i) the
Customer fails to give notice as specified in clause 5.1;(ii) the Customer has started using the Products in
manufacturing or has incorporated the Products in any
customer products and/or shipped the Products to theirend customers.
Graphcore shall not be liable for any Products and shallhave no obligations under clause 5.2 and 6.1 if: (i) the
Customer fails to give notice under clause 5.1; (ii) the
Customer makes any further use of those Products after
giving notice in accordance with clause 5.1; (iii) the defector non-conformance arises because the Customer failed
to use the Products in accordance with theDocumentation, Graphcore’s oral instructions or sensible
measures for the storage, commissioning, installation, use
and maintenance of the Products or good trade practice
regarding the same; (iv) the Customer alters or repairs the
Products without the written consent of Graphcore; (v) the
defect or non-conformance arises as a result of combining
the Products with a third party product or third party
software (without the express consent of Graphcore) orother than as expressly stated in the Documentation; or(vi) the defect arises as a result of fair wear and tear, wilfuldamage, negligence, or abnormal storage, working
conditions or use.
These Terms shall apply equally to any replacement or
repaired Products supplied by Graphcore.
Warranty Period
Graphcore warrants that, for a period of 12 months fromthe date of delivery (”Warranty Period"), the Products
shall:(i)conform in all material respects with
the Specification; and
(ii)

6.3

7.
7.1

7.2

8.
8.1

9.
9.1

9.2
9.3

9.4

be free from material defects indesign, material and workmanship(the “Warranty");provided, in the case of cables, connectors and plugs, thenthe above-referenced Warranty Period is 3 months fromthe date of delivery.
6.2

8.2

No Use in Critical Applications
CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS
ARE NOT DESIGNED OR INTENDED TO BE FAILSAFE, OR FOR USE IN ANY APPLICATION REQUIRING
FAIL-SAFE PERFORMANCE SUCH AS LIFE-SUPPORT,
SAFETY DEVICES OR SYSTEMS, NUCLEAR
FACILITIES, AUTOMOTIVE, AIRCRAFT, AEROSPACE,MILITARY OR ANY OTHER APPLICATIONS THAT
COULD LEAD TO DEATH, PERSONAL INJURY OR
SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE(“CRITICAL APPLICATIONS”). CUSTOMER SHALL,PRIOR TO USING OR DISTRIBUTING ANY SYSTEMSOR APPLICATIONS THAT INCORPORATE THE
PRODUCTS, THOROUGHLY TEST THE SAME FOR
SAFETY. CUSTOMER ASSUMES THE SOLE RISK AND
LIABILITY OF ANY USE OF PRODUCTS IN CRITICALAPPLICATIONS.

10.2

The Customer shall indemnify Graphcore and its suppliers
from any product liability claims arising from any use of the
Products as described in clause 10.1

11.
11.1

Intellectual Property
Graphcore reserves and retains all rights including all
Intellectual Property Rights in and to the Products. These
Terms shall not be construed as granting any licence,

Title and Risk
Risk of loss or damage to the Products shall pass to theCustomer based on EXW (Incoterms 2010).
The
Customer shall be responsible for insurance of the
Products.
Title to the Products shall only pass to the Customer after
the later of Delivery or Graphcore receiving payment in fullcleared funds for those Products.

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Price and Payment
Prices for Products are exclusive of all federal, state orother government, excise, use, occupational, sales, value
added tax (VAT), goods and services tax (GST), export,
import or custom fees, arrangements or duties or like taxes
or duties now in force or enacted in the future in any
jurisdiction (collectively “Taxes”). Customer shall pay any
Taxes imposed by any government authority on, or
measured by, the transaction between Graphcore andCustomer and any Taxes paid by Graphcore as requiredat the time of sale or thereafter, excluding those based on
Graphcore’s net income. If Customer is required underlocal law to apply a withholding tax, Customer shall notify
Graphcore in advance and reasonably assist in minimizing
its impact.
Graphcore may invoice the Customer upon Delivery.
The Customer shall pay invoices in full in cleared funds
within thirty (30) days following the invoice date. Payment
shall be made to the bank account nominated in writing by
Graphcore. Customer shall pay all amounts due without
set-off.
If the Customer fails to make any payment due underthese Terms then without limiting Graphcore's remedies:(i) the Customer shall pay interest on the overdue amountat the rate of 8% per annum above Barclays’ base ratefrom time to time or the maximum rate allowable byapplicable law, whichever is lower; and (ii) Graphcore may
suspend all further deliveries of Products until payment
has been made in full.

10.
10.1

Graphcore's only liability to the Customer if the Products
fail to comply with the Warranty is as set out in clause 5.2.
The terms implied by: (i) sections 13 to 15 of the Sale ofGoods Act 1979; and (ii) the Consumer Rights Act 2015
are, to the fullest extent permitted by law, excluded fromthese Terms.

Software, Firmware, Drivers and Third Party Software
Graphcore may provide software, firmware, drivers andthird party software for use with the Products. The
Customer’s use of such software, firmware, drivers, andthird party software shall be subject to the terms of aseparately issued written licence by Graphcore, including
a click-through licence, the terms of which shall beavailable at the time of download. These Terms and any
Contract is subject to the Customer’s compliance with any

such licences issued by Graphcore which shall be a
condition precedent.
Software which is supplied by a third party (“Third Party
Software”) including software provided under open source
licensing terms, shall be used subject to the terms of use
and licenses associated with the Third Party Software.
THIRD PARTY SOFTWARE IS PROVIDED “AS IS”, WITH
NO WARRANTIES WHETHER EXPRESS, IMPLIED OR
BY REASON OF ESTOPPEL, INCLUDING BUT NOT
LIMITEDTO,ANYWARRANTIESOFMERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, TITLE, AND NON-INFRINGEMENT.

11.2

12.
12.1

12.2

12.3

express or implied under Graphcore or its licensors’Intellectual Property Rights.
The Customer shall not remove, deface or obscure any
trademark or intellectual property notices on or relating to
the Products.
Intellectual Property Indemnity
Subject to the limitations and exclusions in these Terms,
Graphcore agrees to defend against claims, suits, orproceedings before a court of competent jurisdiction
instituted against Customer to the extent based on a claimthat Products as delivered to Customer by Graphcore
directly infringes any U.S. patent or copyright or upon any
claim that Graphcore has misappropriated or unlawfully
disclosed trade secrets of a third party in connection withthe design or production of Products (collectively,“Claims”), and to pay money damages awarded in a final
judgment against Customer or agreed upon by Graphcore
in settlement of such Claim, provided that Customer: (i)gives Graphcore prompt notice in writing of the Claim; (ii)permits Graphcore to have sole control over the defense
or settlement of the same; (iii) gives Graphcore allnecessary information, assistance and additional authority
required; and (iv) makes no admission of liability without
the permission of Graphcore. If, as a result of a Claim,
Customer is enjoined from using Products purchased fromGraphcore, Graphcore may, at its sole discretion andoption: (a) secure for Customer the right to use Products,(b) modify the Products to be non-infringing, or provide
Customer with replacement Products that are noninfringing, or (c) if Graphcore cannot secure such rights ormodify or provide such replacement Products oncommercially reasonable terms, refund to Customer the
price paid for the affected Products and prospectively
cease to defend Customer or pay damages hereunderwith regard to such Products without being in breach ofthese Terms. THE FOREGOING STATES THE ENTIRE
LIABILITY OF GRAPHCORE AND THE SOLE AND
EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECTTO CLAIMS RELATING TO THE PRODUCTS. EXCEPTAS EXPRESSLY STATED HEREIN, ALL WARRANTIES,REPRESENTATIONS AND/OR CONDITIONS AGAINSTINFRINGEMENT OF ANY INTELLECTUAL PROPERTYRIGHTS, STATUTORY, EXPRESS, OR IMPLIED, ARE
HEREBY DISCLAIMED.
Notwithstanding the above, Graphcore shall not be liable
for any damages, losses, fees, costs or expenses incurred
without its prior written authorization, and shall have no
obligation or liability for any Claim related to or arising outof: (i) modifications to Products made by any party otherthan Graphcore or modifications made by Graphcore at
the request of Customer; (ii) the use or incorporation in
Products of any design or specification on behalf ofCustomer; (iii) the combination of Products with otherproducts, including combining cores or elements of
Products with any other circuitry, software, device,subassembly, system, or materials; (iv) any infringement
based on protocols established by standards bodies; (v) aclaim or counterclaim against Customer for claims initiatedby or on behalf of Customer against a third party; or (vi)failure to use the Products in accordance with theDocumentation; (vii) the Customers failure to comply withclause 8.1; (viii) wilful acts of Customer or its Affiliates(collectively, “Excluded Claims”).
Customer agrees, at its own expense, to defend against
claims suits, or proceedings instituted against Graphcore
related to or arising from: (i) Excluded Claims; (ii) arisingfrom or related to an allegation that Customer’s
programming and use (by or on behalf of Customer or its
end customer) of the Products infringes upon any patentor copyright; (ii) the Customers misappropriation or
unlawful disclosure of trade secrets of a third party inconnection with a Claim (collectively, “Relevant Claims”),
and to pay money damages awarded in a final judgment
against Graphcore for such infringement or misuse,provided that Graphcore (i) gives Customer prompt noticein writing of the Relevant Claim; (ii) permits Customer tohave sole control over the defense or settlement of thesame; (iii) gives Customer all necessary information,
assistance and authority required; and (iv) makes noadmission of liability without the permission of Customer.
THE FOREGOING STATES THE ENTIRE LIABILITY OF
CUSTOMER WITH RESPECT TO RELEVANT CLAIMS.
13.
13.1
13.2

13.3

13.4
13.5

14.
14.1

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Applicable Laws, FCPA and Graphcore’s Code of
Conduct
Each party warrants and represents that it shall at all times
comply with all Applicable Laws.
Customer warrants and represents that it is familiar with
the U.S. Foreign Corrupt Practices Act (“FCPA”),
applicable similar laws of other countries worldwide, andapplicable local governing anti-corruption laws. Customer
warrants and represents that it will not make any payment
or transfer in connection with any transactions
contemplated by these Terms, or otherwise involving
Graphcore, in order to obtain or retain business, secure
any improper advantage, offer, make or promise to makeany payment, or transfer, offer or promise to transfer
anything of value, directly or indirectly to: (a) any
governmental official or employee (including employees ofgovernment owned and government controlled
corporations and public international organizations); (b)any political party, official of a political party, or candidate
for public office; (c) an intermediary for payment to any of
the foregoing; and (d) any other person or entity in a
corrupt or improper effort to obtain or retain the Contract
or any commercial advantage, such as a permit or license
to do business, in connection with the Contract; or (e) any
other person or entity if such payment or transfer would
violate any Applicable Laws including the laws of theUnited States.
Customer further warrants and represents that, should it
learn of or have reason to suspect any breach of thewarranties, representations and covenants in this clause,
it will take appropriate remedial steps and promptly notify
Graphcore in writing.
Customer warrants and represents that it shall at all times
comply with the Graphcore Code of Conduct.
Customer shall indemnify Graphcore and its parent
companies, subsidiaries, partners, suppliers, agents andcontractors for any costs, expenses, damages or losses
incurred as a result of any breach by the Customer of its
obligations in this clause 13.
Confidentiality“Confidential Information” means any information
disclosed by or on behalf of a party or its Affiliates(“Discloser”) to the other party or its Affiliates(“Recipient”), subject to the exceptions in clause 14.3
below, and may include, but is not limited to, information
relating to technology, products, specifications, roadmaps,
research,development,
designs,
manufacturing,strategies, plans, pricing, financials and other matterspertaining to its business, that is either marked“confidential” or “proprietary” or similar legend, or isprovided or described under circumstances by which the
Recipient should reasonably understand such information
is to be treated as confidential, whether or not so marked.
The Recipient may use the Confidential Information solely
to conduct a business relationship with the Discloser(“Purpose”). “Affiliate” means an entity which controls, iscontrolled by or is under common control with a party
hereto wherein “control” means that the controlling party
directly or indirectly has the beneficial ownership of morethan fifty percent (50%) of the controlling entity’s shares orownership interest giving the power to direct or cause thedirection of the general management of the controlled
entity. An entity shall be an Affiliate only during the time
when such control exists.
14.2 The Recipient agrees that for a period of five (5) years fromthe date or disclosure, not to: (i) use the Discloser’s
Confidential Information for any reason other than the
Purpose; (ii) disclose the Confidential Information to any
third party except its Affiliates, employees, contractors andsales representatives that have a legitimate “need toknow” for furtherance of the Purpose, and are subject toobligations of confidentiality no less restrictive than thoseherein.
14.3 The obligations of confidentiality shall not apply to
information that: (i) is already known to the Recipient at thetime of disclosure without obligation of confidentiality; (ii)is or becomes publicly known through no wrongful act oromission of the Recipient; (iii) is rightfully received by the
Recipient from a third party without obligation ofconfidentiality; (iv) is approved for release by written
authorization of the Discloser; or (v) was developed by the
Recipient independently and without the use or benefit of
the Discloser’s Confidential Information.

15.4

The parties acknowledge that the limitation of liability in of
these Terms and the allocation of risk are an essential
element of the bargain between the parties, without which
Graphcore would not have entered into these Terms.

16.
16.1

Termination
Graphcore may terminate any Contract and these Terms
immediately on giving notice: (i) for any material breach ofthese Terms by the Customer if the breach is not remedied
within thirty (30) days after written notice of the breach; (ii)at any time upon thirty (30) days written notice toCustomer; (iii) if the Customer's financial position
deteriorates to such an extent that in Graphcore’s opinion
the other party's capability to adequately fulfil its
obligations under these Terms has been placed injeopardy; and/or (iv) immediately if Graphcore reasonably
believes the Customer, the use of the Products or any
intended use of the Products (whether within an integrated
product or otherwise) infringes the Graphcore Code of
Conduct.
Termination of these Terms shall not affect any of theparties' rights and remedies that have accrued as at
termination, including the right to claim damages inrespect of any breach of these Terms which existed at or
before the date of termination.
Any provision of these Terms that expressly or by
implication is intended to come into or continue in force onor after termination shall remain in full force and effect.

Limitation of Liability
Nothing in these Terms shall limit or exclude Graphcore’s
liability for: (i) death or personal injury caused by its
negligence; (ii) fraud or fraudulent misrepresentation; (iii)
breach of the terms implied by section 12 of the Sale ofGoods Act 1979; or (iv) any matter in respect of which it
would be unlawful for Graphcore to exclude or restrict
liability.
Subject to clause 15.1: (I) GRAPHCORE SHALL UNDERNO CIRCUMSTANCES WHATSOEVER BE LIABLE TO
THE CUSTOMER, WHETHER IN CONTRACT, TORT(INCLUDING NEGLIGENCE), BREACH OF STATUTORY
DUTY, OR OTHERWISE, FOR ANY LOSS OF PROFIT,
OR ANY INDIRECT OR CONSEQUENTIAL LOSSARISING UNDER OR IN CONNECTION WITH THE
CONTRACT; AND(II) GRAPHCORE’S TOTAL
LIABILITY TO THE CUSTOMER IN RESPECT OF ALL
OTHER
LOSSESARISING
UNDER
ORIN
CONNECTION WITH THE CONTRACT, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE),
BREACH OF STATUTORY DUTY, OR OTHERWISE,
SHALL IN NO CIRCUMSTANCES EXCEED THE
AMOUNTS PAID TO GRAPHCORE BY CUSTOMERFOR PRODUCTS IN THE 12 MONTHS PRIOR TO A
CLAIM.
EXCEPT AS PROVIDED ELSEWHERE IN THE TERMS,
GRAPHCORE
MAKESNO
WARRANTIES,CONDITIONS OR REPRESENTATIONS WHATSOEVER
ABOUT
THE
PRODUCTS,INCLUDINGANYWARRANTIES OR OTHERWISE WHICH RELATE TO
MERCHANTABILITY,
FUNCTIONALITY,PERFORMANCE, OPERABILITY, FREEDOM FROM
DEFECTS OR BUGS, NON-INFRINGEMENT AND/OR
FITNESS FOR A PARTICULAR PURPOSE OR ANY
WARRANTIES THAT MAY ARISE OUT OF A COURSEOF PERFORMANCE, COURSE OF DEALING OR
USAGE OF TRADE. ANY WARRANTY, CONDITION,
REPRESENTATION OR TERM CONCERNING THE
SUPPLY OF THE PRODUCTS WHICH MIGHT
OTHERWISE BE IMPLIED INTO, OR INCORPORATED
IN, THESE TERMS WHETHER BY STATUTE, COMMONLAW OR OTHERWISE IS HEREBY EXCLUDED TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

17.
17.1

Assignment and Other Dealings
The Customer shall not assign, transfer, mortgage,
charge, subcontract, declare a trust over or deal in any
other manner with any or all of its rights and obligations
under these Terms without the prior written consent ofGraphcore.

18.
18.1

Force Majeure
If Graphcore is prevented, hindered or delayed from or in
performing any of its obligations under these Terms by aForce Majeure Event, then Graphcore shall not be inbreach of these Terms or otherwise liable for any such
failure or delay in the performance of such obligations. The
time for performance of such obligations shall be extended
accordingly.

18.2

Graphcore shall: (i) as soon as reasonably practicable
after the start of the Force Majeure Event, notify the
Customer of the Force Majeure Event, the date on which
it started, its likely or potential duration, and the effect of
the Force Majeure Event on its ability to perform any of its
obligations under these Terms; and (ii) use reasonableendeavours to mitigate the effect of the Force Majeure
Event on the performance of its obligations.

19.
19.1

Export Control
Customer will not, without assuring compliance with U.K.,
U.S. and all applicable export laws and regulations
administered by government and/or local governmental
authorities, that exist now or as amended, export or reexport (directly or indirectly), divert, or transship any item
purchased from Graphcore and/or its subsidiaries,
technical data, or a direct product thereof: (i) to any country
subject to embargo or special export controls by the United
Kingdom or United States; (ii) to any country subject tonational security controls; (iii) to any persons or entities
identified on a denied person’s list or blacklist; (iv) for
military or warfare purposes; or (v) for the design,development, production or use of prohibited items, or for
any prohibited end uses, including terrorism support,
nuclear activities, missile technologies, or chemical or
biological weapons.

15.
15.1

15.2

15.3

16.2

16.3

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20.
20.1

Severance
If any provision or part-provision of these Terms is or
becomes invalid, illegal or unenforceable, the relevant
provision or part-provision shall be deemed deleted. Any
deletion of, a provision or part-provision under this clauseshall not affect the validity and enforceability of the rest ofthese Terms.

21.
21.1

Waiver
A waiver of any right or remedy under these Terms or bylaw shall only be effective if given in writing and shall not
be deemed a waiver of any subsequent breach or default.
A failure or delay by a party to exercise any right or remedy
provided under these Terms or by law shall not constitutea waiver of that or any other right or remedy, nor shall it
prevent or restrict any further exercise of that or any otherright or remedy. No single or partial exercise of any rightor remedy provided under these Terms or by law shallprevent or restrict the further exercise of that or any otherright or remedy.

21.2

22.
22.1

Relationship of Parties
Graphcore and the Customer are independent
contractors. Nothing in these Terms creates a joint
venture, partnership, franchise, employment or agency
relationship or fiduciary duty of any kind. Neither party
shall have the power and shall not hold itself out as having
the power, to act for or in the name of or to bind the otherparty.

23.
23.1

Entire Agreement
These Terms constitute the entire agreement between theparties and supersede and extinguish all previous
agreements,
promises,assurances,
warranties,
representations and understandings between them,whether written or oral, relating to their subject matter.
Each party agrees that it shall have no remedies in respectof any statement, representation, assurance or warranty(whether made innocently or negligently) that is not set out
in these Terms. Each party agrees that it shall have noclaim for innocent or negligent misrepresentation or
negligent misstatement based on any statement in theseTerms.

23.2

24.
24.1

Third Party Rights
These Terms do not give rise to any rights under theContracts (Rights of Third Parties) Act 1999.

25.
25.1

Governing Law
These Terms and any dispute or claim (including noncontractual disputes or claims) arising out of or inconnection with these Terms or their subject matter orformation shall be governed by and construed inaccordance with the laws of England.

26.
26.1

Exclusive Jurisdiction
Each party irrevocably agrees that the courts of Englandshall have exclusive jurisdiction to settle any dispute or
claim (including non-contractual disputes or claims) arisingout of or in connection with these Terms or their subject
matter or formation.
~~~~~~~~~~~~~END~~~~~~~~~~~~~

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