Master Services Agreement Terms and Conditions

The Parties have agreed that Secura will provide Services (as defined below) to the Client on the terms and conditions set out in this Agreement and in any CSOs (as defined below) issued pursuant to this Agreement.

Click on the link here to read a copy of our latest Managed Service Schedule.


IT IS AGREED:

1. Definitions and Interpretation

1.1 In this Agreement, the following terms shall have the following meanings:

“Acceptable Use Policy” means Secura’s policy concerning the use of Services via or which involve access to the internet displayed on the Secura Website from time to time;

“Affiliate” means in relation to any Party, any holding company or subsidiary of that Party or any subsidiary of such holding company, where “holding company” and “subsidiary” have the meaning given to such terms in section 1159 of the Companies Act 2006;

“Agreement” means this agreement, the schedules, the appendices any Addenda referred to in this agreement and any CSOs accepted by Secura pursuant to this agreement, and any amendments which may be agreed between the Parties in writing from time to time;

“Assigned Employees” means those Employees of the Client (orwhere relevant, its contractor or sub-contractor), who immediately prior to the Commencement Date are assigned to the performance of the Services (or relevant part thereof, as the case may be) pursuant to TUPE. For the purposes of this definition “Employee” shall have the same meaning as in TUPE and all other words and phrases defined in TUPE or the Employment Rights Act
1996 shall, unless the context requires otherwise, have the same meaning in this Agreement as in TUPE or the Employment Rights Act 1996;

“Business Day” means between the hours of 08:30 and 18:00 Monday to Friday excluding bank and public holidays in the UK;

“Change” means any amendment, variation or other change to the Services made in accordance with clause 8;

“Chargeable Support” means the support provided by Secura as set out in Appendix 1 to this Agreement as amended by Secura from time to time or as set out in the relevant CSO;

“Charges” means the amount payable by the Client to Secura for the provision of the Services as set out in, or calculated in accordance with, the CSO;

“Client IP” means Intellectual Property owned or licensed by the Client and used for the purposes of this Agreement;

“Client Premises” means the location(s) owned or occupied by the Client or its end users to which Services are delivered and as may be more particularly described in a CSO;

“Client Representative” means the person named on page 1 of this Agreement or such other person as may be appointed by the Client from time to time and notified to Secura by Operational Notice;

“Confidential Information” means any information, in any form,including all plans, proposals, forecasts, methodologies, knowhow, information about technological or organisational systems, clients, personnel, business activities or databases, held by a Party which is clearly designated as being confidential (whether or not it is specifically marked confidential) or which ought reasonably to be considered to be confidential, but excluding any information which the other Party can demonstrate:

  • (a) is or has become publicly known other than through breach of this Agreement;
  • (b) was already in the possession of the receiving party prior to its disclosure;
  • (c) was received by the receiving party from an independent third party who has full rights of disclosure;
  • (d) was independently developed by the receiving party;
  • or (e) is legally compelled to be disclosed by governmental authority, provided that the Party subject to such requirement to disclose gives the other Party prompt written Legal Notice of the requirement and seeks to limit disclosure as far as lawfully possible;

“Customer Service Order” or “CSO” means an order for the supply of products and/or Services placed by a Client with Secura under the terms of this Agreement and incorporating the terms
and conditions of this Agreement in accordance with Clause 3;

“Data Centre Policies” means policies concerning the use of data centres operated by Third Party Providers displayed on the Secura Website from time to time;

“Data Protection Legislation” means the Data Protection Act 1998 implementing the Data Protection Directive 95/46/EC on the protection of individuals with regard to the processing of Personal Data and, with effect from the date on which it enters into force, the General Data Protection Regulation (GDPR) as the same may be amended, modified or replaced from time to time and any other applicable laws and regulations in force from time to time relating to the processing of Personal Data;

“Force Majeure Event” means an event beyond the reasonable control of a Party which prevents a Party from performing its obligations under this Agreement, including, without limitation, war, riot, invasion, act of foreign enemies, hostilities, acts of terrorism or sabotage, civil war, rebellion, revolution, ionising radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel or radioactive, toxic, explosive or other hazardous properties of any nuclear assembly or nuclear component of such matter or failure of a utility, service or transport network or default or failure to perform by suppliers, earthquake, flood, fire, explosion, epidemic, or other natural physical disaster or severe weather;

“Future Service Provider” means any service provider or service providers that the Client appoints on the termination of this Agreement (or any part thereof) to replace Secura in providing
any or all of the Services (or services similar to the Services) or part thereof;

“Hardware” means all physical telecommunications, networking and computer equipment (including but not limited to switches, routers, cables, servers, storage and peripheral accessories) used by Secura in order to deliver the Services to the Client as may be set out in a CSO;

“Implementation Plan” means such implementation, migration and project plan as may be agreed between the Parties and as may be set out in a CSO;

“Initial Term” means the period specified in the relevant CSO or in Clause 4.1;

“Intellectual Property” means all intellectual property rights wherever in the world and howsoever arising, including copyright, patents, trademarks, service marks, design rights, rights to sue for passing off, rights in databases, domain names, business names, trade secrets and know how, semi-conductor topography rights and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Legal Notice” means a notice in writing in the English language delivered by hand, sent by recorded delivery post or by facsimile transmission to the relevant postal address or facsimile number of the other Party set out on the first page of this Agreement and shall not be effective by email transmission;

“Operational Notice” means a notice in writing in the English language delivered by email transmission to the email address of the other Party set out on the first page of this Agreement;

“Party” or “Parties” means a party or the parties to this
Agreement as the context dictates;

“Personal Data” shall have the meaning given to that term in the Data Protection Legislation;

“Relevant Transfer” means a relevant transfer for the purposes of TUPE;

“Secura IP” means all Intellectual Property owned by or licensed to Secura and which is used for the provision of the Services;

“Secura Representative” means the person named on page 1 of this Agreement, or such other person as may be appointed by Secura from time to time and notified to the Client by Operational Notice;

“Secura Service Desk” means the service desk provided by Secura to support Clients;

“Secura Website” means secura.cloud;

“Service Availability Notice” means an Operational Notice from Secura that the Service ordered has been provisioned by Secura pursuant to the CSO;

“Services” means any services to be supplied to the Client by Secura as described in a CSO;

“Service Commencement Date” means the date as defined in Clause 3.5 from when billing commences;

“Service Credit” means credits calculated in accordance with the relevant Service Level Agreement;

“Service Level Agreement” or “SLA” means the agreement setting out the committed Service Levels and Service Credits relevant to the Services;

“Service Levels” means the committed levels of service specified in the Service Level Agreement relevant to the Services;

“Service Order Change” or “SOC” means an order for a Change placed by a Client with Secura under the terms of this Agreement and incorporating the terms and conditions of this Agreement;

“Services Schedule” means a schedule detailing the additional terms and conditions and the SLA applicable to the Services indicated on a CSO;

“Software” means the software, if any, used by Secura in order to deliver the Services to the Client as set out in a CSO;

“Special Terms” means terms set out in a CSO that apply solely to the Services set out in that CSO;

“Term” means the Initial Term and any Secondary Term;

“Third Party Providers” means providers of certain facilities, including data centres, which are owned and operated by third parties.

“TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time.

2. Scope of Agreement

2.1 This Agreement governs the overall relationship of the Parties in relation to the placing and fulfilment of CSOs in connection with the provision of products and/or Services.

3. CSOs and Commencement

3.1 If, at any time during the Term, the Client wishes to purchase products and/or Services from Secura, the Client will discuss its requirements with Secura and Secura will prepare a CSO for the required products and/or Services. The CSO will state the Services Schedule applicable to each Service, which will determine the Services Schedule that shall apply to the Services.

3.2 If the Client wishes to purchase the products and/or Services set out in a CSO, the Client shall sign the CSO and send it to Secura who may then accept or reject the CSO. Unless and until a CSO is signed by the Client and accepted in writing by Secura, all discussions, communications and clarifications between the parties regarding such CSO shall be treated as subject to contract and not create binding obligations on the Parties.

3.3 Once Secura has accepted a CSO, that CSO shall be annexed to and form part of this Agreement. Each CSO shall incorporate and be governed by the terms of this Agreement, including the relevant Services Schedules, subject to any Special Terms. In the event of any inconsistencies between the provisions of this Agreement, the Services Schedule and any Special Terms, the following order of precedence will apply:

3.3.1 Special Terms;

3.3.2 Services Schedule;

3.3.3 this Agreement

but only to the specific Services set out in the relevant CSO and only to the extent of the inconsistency.

3.4 Secura reserves the right to make changes to the terms of this Agreement and the Services as it deems necessary from time to time upon Operational Notice to the Client solely in order to reflect:

3.4.1 technical and/or operational matters; and/or

3.4.2 changes to applicable laws, regulations or industry practice;

providing that such changes do not result in any material reduction in performance or functionality of the Services.

3.5 Upon provisioning of the Service ordered in any CSO, Secura will
deliver a Service Availability Notice to the Client. The Service Commencement Date shall be the first to occur of the following:

3.5.1 the date of the Service Availability Notice; or

3.5.2 the date the Client begins actually using the Service

3.6 The Client shall have a period of three (3) Business Days from the
Service Commencement Date to test the Service and to advise Secura if the Service is not provisioned or functioning properly. In the case of a non-functioning Service Secura will investigate the report and correct the Service as required. If the Service nonfunctioning was solely the fault of Secura then the Service Commencement Date shall be adjusted to the date when the Service is correctly functioning.

3.7 If any CSO is altered at the Client’s request after Secura’s
acceptance of a CSO and such alteration results in a delay in the delivery of Service to the Client, billing for such Service shall commence no later than the original anticipated Service Commencement Date.

4. Term

4.1 Unless otherwise specified in the CSO:

4.1.1 the Initial Term for each recurring Service shall be thirty six (36) months from the Service Commencement Date of the Service; and

4.1.2 on the expiry of the Initial Term, each recurring Service in the CSO shall renew annually for periods of twelve (12) months each in duration (each a “Secondary Term”), unless either Party issues a Legal Notice to terminate not less than thirty (30) days prior to the expiry of the Initial Term or any Secondary Term.

5. Implementation Plan

5.1 If an Implementation Plan is annexed to the CSO, Secura and the Client shall act in accordance with that Implementation Plan.

5.2 In the event that the Parties need to amend the Implementation Plan in respect of any Services, the Parties shall, as soon as reasonably practicable, agree in writing any amendments that need to be made to the Implementation Plan in respect of the relevant Services and Secura shall provide the Services in accordance with such amended Implementation Plan.

6. Client Premises

6.1 The Client will allow Secura access to and use of the Client
Premises to the extent reasonably requested by Secura to perform the Services. Except for emergency repairs, Secura will send the Client an Operational Notice two Business Days in advance of any required access to the Client Premises.

6.2 The Client will be responsible for:

6.2.1 Obtaining all permissions and consents from third parties necessary for the installation, maintenance and removal of the Hardware (including permission to cross real property to access the Client Premises);

6.2.2 Providing and maintaining at its own expense, the level of power, heating and air conditioning necessary to maintain the proper environment for the Hardware at the Client Premises;

6.2.3 Providing a safe place to work and comply with all laws and regulations regarding working conditions at the Client Premises.

6.3 In the event that the Client fails to meet its obligations regarding
the Client Premises and, as a result, Secura is unable to provision or continue the delivery of the Services, then (notwithstanding the absence of Services), the Client will pay all Charges for such Services from the date Secura is otherwise ready to deliver them.

7. Hardware

7.1 If the Hardware is owned or provided by Secura and installed in
the Client Premises:

7.1.1 Secura will provide and maintain the Hardware in goodworking order;

7.1.2 The Client shall not, and shall not permit others to, rearrange, disconnect, remove, attempt to repair, or otherwise tamper with the Hardware, without the prior written consent of Secura;

7.1.3 The Hardware shall not be used for any purpose other than in relation to use of the Services by the Client;

7.1.4 The Client shall not take any action that causes the imposition of any lien or encumbrance on the Hardware;

7.1.5 The Client agrees (and such agreement shall survive the expiration, termination or cancellation of the relevant CSO) to allow Secura to remove the Hardware from the Client Premises:

  • (a) after termination, expiration or cancellation of the CSO in connection with which the Hardware was used; or
  • (b) for repair, replacement or otherwise as Secura may determine is necessary or desirable,
    providing Secura will use reasonable efforts to minimise disruptions to the Service caused thereby.

7.2In no event will Secura be liable to the Client or to any other person for interruption of Service or for any other loss, cost or damage caused by or related to the improper use or maintenance of the Hardware by the Client or by third parties who are provided access to the Hardware by the Client in violation of the Agreement or relevant CSO.

7.3 The Client will reimburse Secura for all costs, losses or damage to
the Hardware, except for damage caused by Secura or its agents.

7.3 The Client will reimburse Secura for all costs, losses or damage to
the Hardware, except for damage caused by Secura or its agents.

7.4 If the Hardware is owned or provided by the Client:

7.4.1 The risk of physical loss or damage to the Hardware shall be with the Client and the Client shall ensure that appropriate insurance cover exists to cover all risks of physical loss or damage to such Hardware; and

7.4.2 The Hardware shall be used by Secura only for the purposes set out in the CSO and Secura shall ensure that each item of the Hardware is used in a proper manner.

7.5 For the avoidance of doubt, unless otherwise specified within the
relevant CSO all Hardware shall be owned by Secura.

8. Services Change Control Procedure

8.1 Either party may at any time discuss a Change with the other
Party.

8.2 Where a written request for a Change is received from the Client,
Secura shall, unless otherwise agreed, prepare and submit a SOC to the Client within twenty (20) Business Days from the date of the written request or, where applicable, inform the Client that Secura is unable to comply with the Client’s written request, in which case the Change shall not proceed.

8.3 Where Secura wishes to make a Change it shall prepare a Service
Order Change and send it to the Client.

8.4 Each SOC shall include all details required for the Change
including but not limited to: variations to Services, necessary variations to Charges and effect of the Change on existing Services and any Implementation Plan.

8.5 The Parties shall meet as soon as reasonably practicable following
the issue of the SOC to discuss the Change set out in the SOC in good faith in order to settle and agree the terms of the SOC.

8.6 The SOC shall take effect from the date upon which the SOC is
signed by both parties. Until such time as the SOC in effect the Services shall continue to be provided as is.

8.7 If the Parties cannot agree the terms of a SOC within a period of
twenty (20) Business Days of the issue of the SOC, or such other time period as is agreed between the Parties in writing, either Party may refer the matter for resolution in accordance with Clause 26.

9. Obligations of Secura

9.1 Secura shall perform the Services in accordance with the terms
and conditions of this Agreement.

9.2 Secura shall provide the Services using appropriately qualified
personnel who shall act at all times in a timely and efficient manner, in good faith and with due diligence.

9.3 The Client acknowledges and agrees that in providing the
Services, Secura may utilise Third Party Providers.

9.4 Secura shall ensure that:

9.4.1 It has in place all licences and other consents required
in respect of any Software to be provided by Secura which is owned by third parties;

9.4.2 It fully maintains such licences and consents
throughout the Term, including by way of payment of any licence or renewal fees in a timely fashion;

9.4.3 Such licences and consents are entered into, and
remain, on terms which permit the use of the Software by Secura and the Client for the provision and receipt of the Services and otherwise in the manner contemplated by this Agreement; and

9.4.4 It fully complies with all terms and conditions of such licences and consents throughout the Term.

10. Obligations of the Client

10.1 The Client shall:

10.1.1 Comply with all terms of the Agreement, and not use
the products or Services for any unlawful purpose;

10.1.2 Co-operate fully with Secura in relation to all matters
relating to the Services or this Agreement;

10.1.3 Appoint and make available the Client Representative
to liaise with Secura in relation to any matter concerning the Services or this Agreement;

10.1.4 Provide, in a timely manner, all information and
resources which are reasonably requested or required by Secura in order to provide the Services under this
Agreement, including any Software or Hardware to be provided by the Client;

10.1.5 Ensure that:

  • (a) it has in place all licences and other consents required in respect of any Software to be provided by the Client which is owned by third parties;
  • (b) it fully maintains such licences and consents throughout the Term, including by way of payment of any licence or renewal fees in a timely fashion;
  • (c) such licences and consents are entered into, and remain, on terms which permit the use of the Software by the Client and Secura for the provision and receipt of the Services and otherwise in the manner contemplated by this Agreement; and
  • (d) it fully complies with all terms and conditions of such licences and consents throughout the Term and immediately notifies Secura in the event of any breach thereof;

10.1.6 Ensure that all information provided by the Client to Secura is complete, up-to-date and accurate in all material respects;

10.1.7 Ensure that any Hardware or other equipment (if any) provided by the Client to Secura is in good working order and suitable for the purposes for which it is to be used in relation to the Services and conforms to all applicable law and regulations;

10.1.8 Provide Secura with full copies of any maintenance or other instructions issued by the third party manufacturers in respect of any Hardware provided by the Client to Secura, including any revisions or updates;

10.1.9 Provide Secura and its personnel with such access to the Client Premises and to its relevant information, records and other material as is necessary to provide the Services or exercise its rights under the Agreement;

10.1.10 Strictly comply with the Acceptable Use Policy, the Data Centre Policies and any other lawful instructions and directions which may be given or issued by Secura, its Affiliates or any Third Party Provider in relation to the performance of this Agreement, including, but without limitation, any access and security requirements in connection with any premises provided by Secura or any Third Party Provider;

10.1.11 Not make any statement, warranty or representation about the Services to any third party, and ensure that its customers or any third party Client allowed to use the Services (provided it is licensed to do so) complies with the terms of this Agreement;

10.1.12 Obtain and maintain all necessary licences and
consents and comply with all applicable laws, rules and regulations in relation to the receipt of the Services;

10.2 The Client is not permitted to perform penetration testing (or any
other form of intrusive or non-intrusive security / stress testing) without written authorisation from Secura. The Client must take all reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure. This includes but is not limited to:

10.2.1 Ensuring no broadcast storms, spanning tree loops
occur over the Services;

10.2.2 Informing Secura in the first instance in case of a
DoS/DDoS attack. In the event of such an incident, Secura is willing to work with the Client to alleviate the situation as quickly as reasonably possible. However, Secura reserves the right to shut down the Client’s connectivity for a reasonable period of time to prevent service degradation to other client networks;

10.2.3 Clients using BGP peering can only announce ranges officially allocated to them by Secura or a regional internet registry. Clients are not permitted to announce IP ranges from any other provider(s) through their Secura peering.

10.3 Notwithstanding any other provision of this Agreement, Secura
shall not be liable for any costs, charges, claims, losses, damages or expenses of any kind whatsoever, in the event that the performance of the Services by Secura or the fulfilment of any of its other obligations under this Agreement, is prevented, hindered or delayed by any act or omission of the Client or its employees, consultants, subcontractors or agents, including any failure to provide required Software or Hardware in accordance with any
Implementation Plan or agreed timescales and, in particular, Secura shall not be liable for any failure by Secura to achieve:

10.3.1 Any milestones under any Implementation Plan; or

10.3.2 Any Service Levels (and the Client shall be not be
entitled to the deduction of any related Service Credits in relation thereto),

to the extent that the same is caused directly or indirectly by any such act or omission of the Client or its employees, consultants, subcontractors or agents.

11. Charges and Payment

11.1 The Client shall pay the Charges to Secura as set out in this Clause
and in accordance with the relevant CSO or Appendix 1 (Chargeable Support).

11.2 Unless the Client advises Secura that a Service has not been
provisioned and/or is not functioning properly in accordance with clause 3.6, billing for the Service will commence from the applicable Service Commencement Date.

11.3 Unless otherwise specified in the CSO; Secura will invoice the
charges monthly in advance for all Services except for Charges that are dependent upon variable usage which will be billed monthly in arrears.

11.4 The Client shall pay to Secura the total undisputed amount of
each invoice by direct debit to an account nominated in writing by Secura within fourteen (14) days from the date of each invoice.

11.5 The Charges are stated exclusive of value added tax, any similar
sales tax and/or any tax that replaces such sales taxes.

11.6 In addition to the Charges, Secura shall be entitled to be
reimbursed for its expenses properly and necessarily incurred in the performance of the Services, other than:

11.6.1 Travel expenses incurred as a result of Secura personnel travelling to and from Secura’s usual place of work at Secura’s offices; or

11.6.2 Subsistence expenses incurred whilst performing the
Services at Secura’s usual place of work at Secura’s offices.

11.7 In relation to any disputed invoices, the Client shall pay any
undisputed amount in accordance with this Clause and notify Secura in writing within fourteen (14) days of the date of invoice of the reasons for the disputed amount. Any such dispute shall be managed in accordance with the procedures set out in Clause 26. The Client waives its right to dispute any Charges not disputed in accordance with this Clause.

11.8 Without prejudice to any other right or remedy that Secura may
have, if the Client fails to pay any undisputed amount payable by it to Secura by the due date for payment, Secura shall be entitled to:

11.8.1 Charge interest on the undisputed amount outstanding
from the due date for payment at the annual rate of four per cent above the then current base rate of HSBC Bank in the UK accruing on a daily basis and being compounded monthly until payment is made, whether before or after any judgment or claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 at Secura’s sole discretion;

11.8.2 Suspend or limit all Services until payment has been made in full; and

11.8.3 Require the Client to enter into a direct debit arrangement.

11.9 Secura may, without prejudice to any other rights it may have, set
off any liability of the Client against any liability of Secura to the Client.

11.10 Secura may require the Client to make a deposit or provide
security for the payment of Charges as specified by Secura if the Client fails to pay any undisputed amount by the due date for payment on at least three (3) occasions in any twelve (12) month period and Secura shall be entitled to suspend or limit Services until such deposit or other security is received by Secura.

11.11 In the event of any regulatory or legal change in applicable law,
regulation, decision, rule or order that materially changes the terms of or any increase in the cost of delivery of the Services, Secura will provide Legal Notice of the change and/or any consequent increase in the Charges along with a written explanation and the Charges will be amended from the date of such Legal Notice.

11.12 Secura reserves the right to reissue any invoice if any error is
identified and the Client account shall be amended to reflect the reissued amount. The payment of an invoice by the Client does not restrict Secura’s right to reissue erroneous invoices.

11.13 Secura reserves the right to increase the Charges once per
calendar year for any Service. Secura will provide Legal Notice of any such increase. If the Charges are increased by more than 10% (or the rate set out in the relevant CSO if such rate is specified) in any one calendar year, the Client may terminate the affected Service without liability by serving Legal Notice to terminate on Secura within thirty (30) days of the relevant price increase Legal Notice, and such termination shall be effective ninety (90) days following receipt by Secura of the Legal Notice to terminate and the price increase shall not take effect during such period.

11.14 The Client acknowledges and accepts that any monthly recurring charges relating to Software Licensing may be subject to change during the term in the event Secura incurs price increase from the original Software provider and the price increase limitation included in clause 11.13 will not apply to such cost increases.

12. Service Levels

12.1 Secura shall provide the Services so as to meet the Service Levels.
In order for Secura to investigate any reported issues, the Client agrees to provide supporting information as reasonably requested.

12.2 Where the origin of the fault is unclear, Secura will provide
assistance to the Client in order to determine the origin of the fault. If it is confirmed that the fault does not lie with Services provided or supported by Secura under this Agreement a charge will be made to the Client at the hourly rates for Chargeable Support detailed within Appendix 1.

12.3 Where Secura fails to meet any Service Level, the Client may
request a Service Credit provided that such request must be received by Secura within thirty (30) days of the end of the month in which the failure to meet the Service Level occurred. In no event shall the total amount of Service Credits issued to the Client per month exceed the recurring Charges invoiced to the Client for the affected Service for that month.

12.4 The Client’s sole financial remedy in relation to Secura’s failure to
meet the Service Levels shall be as set out in this Clause and the Client shall have no right to recover additional damages in respect of such failure nor any right to terminate the Agreement nor any CSO nor any of the Services affected.

13. Confidential Information

13.1 All Confidential Information shall remain the property of the disclosing Party.

13.2 Each Party shall treat as strictly confidential all Confidential
Information and may use the Confidential Information only for the purposes of this Agreement.

13.3 Subject to the provisions of this Agreement, a Party may disclose
the Confidential Information only to those of its employees, agents, permitted sub-contractors, consultants, auditors and professional advisers that have a need to know the Confidential Information for the purposes of this Agreement.

13.4 Each Party shall take all reasonable measures available to it to
protect the Confidential Information, and in any event no less than those used to protect its own Confidential Information.

13.5 On termination of this Agreement and if required by the disclosing
Party, the receiving Party shall within five (5) Business Days deliver up to the disclosing Party or destroy, at the option of the disclosing Party, all of the Confidential Information in its possession or control and maintain no copies whatsoever.

14. Intellectual Property Rights

14.1 The Client acknowledges and agrees that Secura is the owner or
licensee of the Secura IP and that except as specified in Clause 14.2, nothing in this Agreement shall confer on the Client any right, title or interest in the Secura IP.

14.2 Subject to Secura obtaining all necessary consents from any third
party licensors, Secura hereby grants to the Client a non-exclusive, non-transferable, non-sub licensable, royalty-free licence (unless expressly provided in the CSO) to use the Secura IP solely for the purposes of and to the extent necessary to receive and obtain the full benefit of the Services during the Term.

14.3 Secura acknowledges and agrees that the Client is the owner or
licensee of the Client IP, and that except as expressly specified in Clause 14.4, nothing in this Agreement or otherwise shall confer on Secura any right, title or interest in the Client IP.

14.4 Subject to the Client obtaining all necessary consents from third
party licensors, the Client hereby grants to Secura a non-exclusive, non-transferable, royalty-free licence during the Term to use such of the Client IP as relates to the Services for the purposes of and to the extent necessary to perform this Agreement.

14.5 Configuration and use of the Services and related documentation)
shall remain the Intellectual Property of Secura and the Client acknowledges it shall be granted a limited, non-exclusive, nontransferable, non-sub licensable licence only in such Intellectual Property during the Term.

14.6 Except as permitted by applicable law or as expressly permitted
under this Agreement, the Client shall not copy, de-compile or modify any Services (including provision of software and documentation) without the prior written consent of Secura.

15. Warranties and Indemnities

15.1 To the maximum extent permitted by law, the Parties exclude all
warranties, conditions or other terms that are not expressly set out in this Agreement, whether implied by statute, common law, course of dealing or otherwise.

15.2 Secura warrants that:

15.2.1 It has the full capacity and authority to enter into and
perform this Agreement and this Agreement is executed by a duly authorised representative of Secura; and

15.2.2 It owns or has obtained valid licences and/or consents
to use any Intellectual Property rights (excluding any Client IP) reasonably necessary for the fulfilment of all
its obligations under this Agreement.

15.3 In the event that a claim, demand or action for the infringement
or alleged infringement of any Intellectual Property rights is made in respect of any Software provided by Secura under this Agreement or in respect of the Services, or, in the reasonable opinion of Secura, such claim, demand or action is likely to be made, then, provided always that the Client has used the Software and/or the Intellectual Property Rights in accordance with and as permitted by this Agreement, Secura shall at its own expense:

15.3.1 Modify or replace the relevant Software without
adversely affecting the Services, so as to avoid the infringement or the alleged infringement and the terms herein shall apply mutatis mutandis to such modified or replaced Software; or

15.3.2 Procure a licence to validly use any such Software; or

15.3.3 Vary the Services without materially reducing the
performance or functionality of the same, so as to avoid the infringement or the alleged infringement and
the terms herein shall apply mutatis mutandis to such modified or replaced Services or, if the same is not technically or commercially viable:

  • (a) propose a Change pursuant to this Agreement; or
  • (b) where possible, terminate the affected part of the Services without prejudice to the continuation of the remainder of this Agreement,

15.3.4 And the foregoing shall represent the entire liability of Secura with regard to the infringement of any Intellectual Property rights by the use or possession of any Software provided by Secura or in connection with the provision of the Services.

15.4 The Client warrants that:

15.4.1 It has the full capacity and authority to enter into and perform this Agreement and this Agreement is executed by a duly authorised representative of the Client;

15.4.2 it has the authority to grant any rights to be granted to Secura under this Agreement, including the right to provide the Software and Hardware to Secura as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;

15.4.3 It will comply with and use the Services in accordance
with the terms of this Agreement, all applicable laws, rules and regulations and any relevant Data Centre Policies and shall not do any act that shall infringe the rights of any third party including the publishing or transmission of any materials contrary to relevant laws or in breach of the Acceptable Use Policy;

15.4.4 It owns or has obtained valid licences and/or consents to use, and where necessary to licence to Secura, any Intellectual Property rights reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third party licences and consents in respect of any Software to be provided by the Client; and

15.4.5 Secura’s use in the provision of the Services or otherwise in connection with this Agreement of any third party materials, including any Hardware or Software, supplied by the Client to Secura for use in the provision of the Services or otherwise in connection with this Agreement shall not cause Secura to infringe the rights, including any Intellectual Property Rights, of any third party.

15.5 The Client shall fully indemnify and keep indemnified Secura
and/or its Affiliates against any and all claims, demands, actions, reasonable costs and expenses (including reasonable legal costs and disbursements), losses and damages arising from or incurred by reason of any breach by the Client of the warranties contained in Clause 15, including, for the avoidance of doubt, any and all claims, demands, actions, reasonable costs and expenses (including reasonable legal costs and disbursements), losses and damages arising from or incurred by Secura or its Affiliates by reason of the provision by the Client, and use by Secura, of:

15.5.1 Any Client IP in the provision of the Services or pursuant to this Agreement; and

15.5.2 Any Hardware or Software or other infrastructure provided by the Client to Secura in the provision of the Services pursuant to this Agreement.

15.6 Each Party shall use all reasonable endeavours to mitigate loss
and liabilities which are the subject of the indemnity in this Clause and nothing in this Clause shall diminish either Party’s obligation to mitigate such losses.

16. Data Protection

16.1 Each party agrees that, in the performance of its respective
obligations under the agreement, it shall comply with the provisions of the Data Protection Legislation in each case to the extent it applies to each of them.

16.2 For the purposes of Data Protection Legislation, where Secura
processes any Personal Data for Client pursuant to this Agreement (Client Personal Data) Client shall be the data controller and Secura shall be the data processor.

16.3 Secura shall process the Client Personal Data only in accordance
with the terms of this Agreement and Client’s instructions (provided that such instructions are within the scope of Secura’s obligations under the agreement) unless otherwise required by law or any other regulatory body (in which case Secura shall, where permitted, inform Client of that legal requirement before processing).

16.4 Client warrants that:

16.4.1 All Client Personal Data provided by or on behalf of Client shall have been lawfully obtained and retained by Client (or its nominated third party);

16.4.2 Client is lawfully entitled to provide, procure the
provision of or authorise Secura to obtain (as the case may be) the Client Personal Data for the purposes envisaged by this agreement; and

16.4.3 Any processing of the Client Personal Data by Secura in
accordance with clause 16.2 shall not contravene any Data Protection Legislation or infringe the rights of the
data subject or any third party, and Client shall fully indemnify and keep indemnified Secura and/or its Affiliates against any and all claims, demands, actions, reasonable costs and expenses (including reasonable legal costs and disbursements), losses and damages arising from or incurred by reason of in connection any breach by Client of this clause 16.4 or otherwise as a result of Secura processing the Client Personal Data in accordance with clause 16.2.

16.5 Secura warrants that it shall:

16.5.1 not under any circumstances transfer or allow the transfer of the Client Personal Data outside the European Economic Area other than as permitted by the eighth principle or schedule 4 of the DPA (or, once applicable, Chapter 5 of the GDPR) (or as otherwise authorised in writing by Client), permitted by law or required for the operation of the Services. If however,

  • (a) the United Kingdom ceases to be a member of the European Economic Area;
  • (b) Client is inside the European Economic Area and wishes to export Client Personal Data to Secura; and
  • (c) the United Kingdom has not been nominated as a third country ensuring an adequate level of protection by reason of its domestic law or of the international commitments it has entered into, Secura shall not be restricted from importingClient Personal Data from EEA to the UK and Secura shall offer to Client an Addendum to this Agreement
    containing the EU’s Standard Contractual Clauses (the current form of this Addendum is available upon
    request) ;

16.5.2 Implement and at all times maintain an information security management systems that is independently certified by a third party to comply with ISO/IEC 207001 or another independent standard;

16.5.3 Implement such security measures as required to enable the Client Personal Data to be processed in compliance with obligations equivalent to those imposed on Client by the seventh principle of the Act (or, once applicable, in compliance with obligations imposed on Secura by article 32 of the GDPR);

16.5.4 Notify Client without undue delay on becoming aware of a personal data breach and cooperate with Client to resolve such issue; and

16.5.5 At Client’s expense, provide such assistance as Client may reasonably require to assist it to comply with its obligations to keep the Client Personal Data secure, allow it to inform a regulatory authority or data subject of a personal data breach, conduct a data protection impact assessment, consult with a regulatory authority regarding the processing of Client Personal Data and/or respond to requests made by data subjects pursuant to Data Protection Legislation.

16.6 Client authorises Secura to appoint sub-processors from time to
time provided that Secura shall notify Client of any intended changes concerning the addition or replacement of other subprocessors and shall impose upon any sub-processor (and procure any sub-processor’s compliance with) terms equivalent to this clause 16 as if the processing being carried out by the subprocessor was being carried out by Secura (and Secura shall be liable for the acts and omissions of such sub-processors as if they were Secura’s own acts and omissions).

16.7 From time to time during the term of this agreement Secura shall
(upon written request from Client):

16.7.1 Provide details in writing of its data processing
activities in respect of Client Personal Data; and

16.7.2 On reasonable notice allow Client to audit its compliance with these terms (subject to any reasonable requirements or restrictions that Secura may impose to safeguard the personal data it holds on behalf of other clients and/or avoid unreasonable disruption to Secura’s business).

16.8 On termination of this agreement Secura shall return or delete all
Client Personal Data (and delete any copies, save to the extent retention is required by law).

17. System Configuration

17.1 Secura reserves the right to modify its network, system configurations or routing configuration. Unless specifically set out in a CSO, nothing in this Agreement shall create or vest in the
Client any right, title or interest in a Service, its configuration, or associated addresses (including IP addresses, domain names or telephone numbers) provided by Secura. Secura may at its sole discretion and without liability, change or modify the features and functionalities of a Service or modify or replace any hardware or software in its network or in equipment used to deliver any Service over its network provided that this does not have a material adverse effect on the Service or the agreed Service Levels.

17.2 In the event that Secura assigns to the Client an IP address as part
of the Services, such IP address shall (to the extent permitted by law) revert to Secura after termination of the CSO for any reason whatsoever, whereupon the Client shall cease using such address. At any time after such termination, Secura may re-assign such address to another user.

17.3 Secura give no warranty that the domain name requested will not
infringe the rights of any third party and all such enquiries shall be the responsibility of the Client, and the domain name shall form Client IP for the purposes of this Agreement.

18. Security

18.1 The Client shall ensure that appropriate safety and security
systems and procedures are maintained and enforced at the Client Premises to prevent unauthorised access to any and all Services, Hardware and related networks or resources, in accordance with best industry practice.

18.2 Secura shall promptly inform the Client if it discovers any breach
of security relating to the Client’s data and if caused by a failure in Secura systems, shall use all commercially reasonable endeavours to remedy such breach.

18.3 The Client shall promptly inform Secura if it suspects or uncovers
any breach of security relating to the Services, and if caused by a failure in the Client’s systems, shall use all commercially reasonable endeavours to remedy such breach.

18.4 For a security breach however occurring, Secura may in its sole
discretion, suspend relevant Services while such security breach is investigated and resulting system or procedural changes made.

19. Misuse and Fraudulent use of Services

19.1 The Services shall at all times be used by the Client in compliance
with applicable law and the Acceptable Use Policy. Secura may in its sole discretion and in addition to its other rights under the Agreement, suspend relevant Services of the Client while Acceptable Use Policy breach allegations are investigated.

19.2 The Client shall remain responsible for the use of the Services
under its control, including any use by third parties (whether fraudulent or invited by the Client).

20. Limitation of Liability

20.1 Nothing in this Agreement shall limit or exclude the liability of
either Party in respect of death or personal injury resulting from negligent acts or omissions or for fraud or breach of confidentiality obligations or any other liability which cannot be excluded or limited at law.

20.2 Neither Party shall be liable to the other Party for any:

20.2.1 Loss of profit; or

20.2.2 Loss of business and/or goodwill;

20.2.3 Loss of anticipated savings; or

20.2.4 Loss or corruption of data or information; or

20.2.5 Any special, indirect or consequential loss, costs,
damages, charges or expenses.

20.3 Save for the indemnities granted under this Agreement, which shall be unlimited, and subject to Clauses 20.1 and 20.2, the aggregate liability of Secura in respect of any claim, loss, damage, costs or expenses arising out of the performance of its obligations under this Agreement (whether in contract, tort (including negligence or breach of statutory duty) or otherwise) shall be limited to the total value of the recurring Charges paid or payable by the Client to Secura pursuant to this Agreement in the twelve (12) month period immediately preceding the relevant claim or £1,000,000 whichever is the lower.

20.4 Secura shall not be liable for any damages whatsoever to the Client’s Hardware or property at the Client Premises resulting from the installation, configuration, repair or removal of Hardware carried out by Secura or by its contractors unless such damage is caused by Secura’s wilful misconduct or negligence and subject always to the limitations of liability in Clause 20.3.

20.5 Except as expressly set out in this Agreement, all representations,
warranties, terms and undertakings, express or implied by statute, common law or otherwise (including those relating to quality and fitness for purpose) are hereby expressly excluded to the extent permitted by applicable law.

21. Assignment and Subcontracting

21.1 The Client may not assign or transfer any of its rights or obligations under this Agreement in whole or in part without the prior written consent of Secura.

21.2 Secura may sub-contract any or all of its obligations under this
Agreement (including the provision of the Service) to suitably qualified sub-contractors.

21.3 Notwithstanding the sub-contracting of any of its obligations,
Secura shall be and shall remain responsible and liable for all its obligations pursuant to this Agreement and for all acts and omissions of its sub-contractors.

22. Termination for Convenience

22.1 The Client may terminate any Service or terminate this Agreement at any time upon ninety (90) days’ prior Legal Notice to Secura provided that the Client pays a charge to Secura in an amount equal to:

22.1.1 Any third party cancellation charges related to the provisioning or termination of the Service(s); plus

22.1.2 All non-recurring Charges detailed in the CSO (including any non-recurring Charges that were waived by Secura at the time of the CSO) for the terminated Service(s) that remain unpaid; plus

22.1.3 The total remaining Charges for the terminated Service(s) which would have been received until the expiry of the Term had the CSO not been terminated.

22.2 Secura shall issue an invoice to the Client for any early termination charges payable under this clause and the Client shall pay such invoice in accordance with Clause 11 of this Agreement.

23. Termination or Suspension for Cause

23.1 Secura may immediately terminate the Services in whole or part
(or suspend the Services until the event giving cause is remedied) or terminate this Agreement without liability, by giving Legal Notice to the Client, if any of the following events occurs:

23.1.1 the Client fails to pay the undisputed portion of any past due invoice within five (5) Business Days after Legal Notice from Secura;

23.1.2 The Client violates any law, rule or regulation applicable to the Services; or

23.1.3 The Client engages in conduct that breaches the Acceptable Use Policy or in Secura’s reasonable opinion, causes or is likely to cause damage to Secura’s network, Hardware or third parties using such network or Hardware or the Client engages in any fraudulent use of the Services.

23.2 Either Party may terminate this Agreement immediately on Legal
Notice to the other Party if any of the following events occurs:

23.2.1 The other Party commits a material breach of this Agreement which (in the case of a breach capable of remedy) has not been remedied within thirty (30) days of the receipt by the other Party of a Legal Notice specifying the breach and requiring its remedy;

23.2.2 An order is made or a petition is presented for the bankruptcy of the other Party, a meeting is convened for the purposes of winding up, dissolution, administration, or a receiver or manager is appointed, a Party ceases or threatens to carry on business or is unable to pay its debts as required or any event analogous to these described in this clause occurs in relation to the other Party;

23.3 The parties have agreed that Secura will suffer loss and damage if
any or all of the Services are terminated early in accordance with this clause and therefore agree that if Secura does terminate in response to any of the items in Clause 23, the Client will pay the following sums which are a genuine pre-estimate of the losses to be suffered by Secura:

23.3.1 Any third party cancellation charges related to the provisioning and/or termination of the Service; and the non-recurring Charges (including any non-recurring Charges that were waived by Secura at the time of the (CSO) for the terminated Service which Secura is required to pay; plus

23.3.2 90% of the remaining Charges which would have been incurred by the Client from the effective date of termination to the end of the Term less a discount of 10% for each whole year remaining subject to a minimum charge of 50% of the remaining Charges.

23.4 Secura shall issue an invoice to the Client for any monies payable
under this clause and the Client shall pay such invoice in accordance with Clause 11 of this Agreement.

23.5 In the event that Secura suspends a Service in accordance with this agreement, Secura shall be entitled to issue an invoice to the Client for a reasonable Service restoration fee and the Client shall pay such invoice in accordance with clause 11 of this Agreement.

24. Consequences of Termination

24.1 Termination of this Agreement shall be without prejudice to any rights and remedies of the Parties accrued before such termination and nothing in this Agreement shall prejudice the right of either Party to recover any amount outstanding at the time of such termination.

24.2 On termination of this Agreement, unless otherwise agreed between the Parties in writing, Secura shall use reasonable endeavours to provide a reasonable level of assistance to the Client and/or any Future Service Provider to ensure the smooth transition of the Services by Secura to the Client and/or the
Future Service Provider to enable the provision of such services or similar services by the Client and/or the Future Service Provider.

24.3 Secura shall respond to all reasonable questions about the Services which may be asked by the Client for the purposes of adequately understanding the manner in which the Services have
been provided or for the purpose of allowing the Client or any Future Service Provider (or potential Future Service Provider) to conduct due diligence.

24.4 If requested by the Client in writing, Secura shall, as soon as
reasonably practicable following the termination of this Agreement, return to the Client all data (including Personal Data), records, documentation, information, materials and other property owned by the Client in Secura’s possession or under its control or, at the prior written direction of the Client, destroy such property and certify to the Client that the same has been destroyed.

24.5 Upon request by the Client in writing within ten (10) days of the
termination of this Agreement and provided that the Client has paid all monies owed; Secura will provide a copy of the most recent backup of the Client’s data.

24.6 The Client shall pay to Secura, in advance, an amount equal to the costs and expenses that Secura will reasonably incur in complying with Secura’s obligations under this clause, as notified by Secura to the Client in writing.

24.7 The provisions of this Clause shall survive the termination of this
Agreement.

25. Force Majeure

25.1 Neither Party shall be responsible for failure to perform any obligation under this Agreement to the extent that it is caused by any Force Majeure Event provided that such Party has:

  • (a) taken all reasonable steps to prevent and avoid the Force Majeure Event;
  • (b) takes all reasonable steps to overcome and mitigate the effects of the Force Majeure Event as soon as reasonably practicable; and
  • (c) on becoming aware of the Force Majeure Event, promptly informs the other Party in writing of the Force
    Majeure Event provided always that the Customer cannot avoid its payment obligations in respect of any Services being supplied by Secura during the Force Majeure Event.

25.2 Either party may terminate this Agreement without liability in the
event that a Force Majeure event results in a failure to provide Services for a continuous period of thirty (30) days.

26. Dispute Resolution

26.1 Any dispute or difference between the Parties relating to this Agreement (whether as a matter of contractual interpretation or otherwise) shall be dealt with as follows:

26.1.1 The dispute or difference shall first be referred in writing to the Secura Representative and the Client Representative who shall promptly use all reasonable endeavours to resolve such matter as soon as reasonably practicable;

26.1.2 If the Secura Representative and the Client Representative are unable or unwilling to resolve the matter between themselves within twenty (20) Business Days of the date of the written referral, either of them may request a meeting of at least two senior representatives of both Secura and the Client to be convened by the Client within twenty (20) Business Days;

26.1.3 If the matter is still unable to be resolved by agreement between the Parties within twenty (20) Business Days after such meeting, the Parties will attempt to settle the dispute by mediation in accordance with the Centre for Dispute Resolution (“CEDR”) Model Mediation Procedure.

26.2 To initiate mediation, one Party to the dispute must give a Legal Notice to the other Party requesting mediation in accordance with this Clause (an “ADR Notice”). A copy of the ADR Notice should be sent to CEDR Solve. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. The mediation will start no later than twenty (20) Business Days after the date of the ADR Notice. If the Parties reach a settlement with the assistance of the mediator, such settlement shall be reduced to writing and, once
signed by the Parties, shall remain binding.

26.3 Save as to prevent irreparable harm for which an injunction may be sought, the Parties agree not to commence any court proceedings or arbitration in relation to any dispute or difference which may arise under this Agreement until they have first attempted to settle such dispute or difference by mediation in accordance with this clause and that mediation has either terminated or the other Party has failed to participate in the mediation. The costs of such mediation shall be borne equally by the Parties.

27. General

Service Content. Secura provides only network access to the internet and other networks as set out on the applicable CSO. Secura does not operate, monitor or control the information, services, opinions or other content of the internet or other networks. The Client agrees that it shall make no claim
whatsoever against Secura relating to the content of the internet or other connected networks respecting any information, product, service or software ordered through or provided by virtue of the access, and the Client will hold Secura harmless from any and all claims (including claims by governmental entities seeking to impose penal sanctions) related to such content attributable to the Client, its agents, employees or users.

Amendment. Subject to clauses 3, 5 and 8, no amendment, variation or waiver of this Agreement, whether in whole or in part, shall be binding on the Parties unless set out in writing and signed by the Parties.

Publicity. Secura may wish to use the Client’s details for its promotional purposes from time to time. Secura will not use any such details without first seeking the Client’s approval, such
approval not to be unreasonably withheld. The Client will not refer to Secura in any materials issued by the Client without Secura’s prior written consent.

Severance. If any provision of this Agreement is held by a competent authority to be illegal, invalid, or unenforceable, whether in whole or in part, the validity of the remainder of the
relevant provision and the remaining provisions shall not be affected or prejudiced.

Relationship of the Parties. The Parties are independent contractors and nothing in this Agreement shall be construed as constituting a partnership or joint venture between the Parties or
as constituting either Party as the agent, employee or representative of the other for any purpose whatsoever except as specified by the terms of this Agreement. Neither Party shall incur any liability on behalf of the other Party and any representations made or agreements entered into by a Party shall be its exclusive responsibility.

Third Party Rights. Except as expressly provided in this Agreement, no term of this Agreement is intended to confer a benefit on, or be enforceable under the Contracts (Rights of Third
Parties) Act 1999 by, a person who is not a Party to this Agreement.

Legal Notices. A Legal Notice shall be deemed to have been received, if delivered by courier, at the time of delivery; if sent by recorded delivery post at 9am on the second day after posting; or if sent by facsimile, on acknowledgement by the recipient facsimile receiving equipment on a Business Day if the acknowledgement occurs before 1700 hours local time on a Business Day of the recipient and in any other case on the following Business Day.

Operational Notices. An Operational Notice shall be deemed to have been received unless the sender receives a “message undeliverable” or “out of office” reply.

Entire Agreement. This Agreement, together with the documents referred to herein, constitutes the entire agreement and understanding between the Parties in respect of the matters dealt
with herein and supersedes, cancels and nullifies any previous agreement between the Parties in relation to such matters notwithstanding the terms of any previous agreement or arrangement expressed to survive termination, and neither Party has relied nor shall have any remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in this Agreement.

Entire Agreement. This Agreement, together with the documents referred to herein, constitutes the entire agreement and understanding between the Parties in respect of the matters dealt
with herein and supersedes, cancels and nullifies any previous agreement between the Parties in relation to such matters notwithstanding the terms of any previous agreement or arrangement expressed to survive termination, and neither Party has relied nor shall have any remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in this Agreement.

Survival. All clauses which expressly or by implication have effect
after termination of this Agreement shall continue in full force and effect following termination.

Governing Law and Jurisdiction. This Agreement and any noncontractual
obligations or disputes or claims arising out of or in connection with this Agreement shall be governed by and
construed in accordance with the laws of England and Wales and the parties hereby agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

TUPE. The Client will indemnify and keep indemnified Secura (for and on behalf of its contractors and subcontractors) against all costs, claims, liabilities and expenses (including all reasonable legal and professional expenses) incurred or arising from any claim or proceedings by any Assigned Employee relating to or arising from the termination of his or her employment by reason of the Relevant Transfer whether such termination was affected by the Client before the Relevant Transfer or by Secura in the period of six (6) months immediately following the Relevant Transfer.