Standard Terms

ENIGMA INCORPORATED LIMITED incorporated and registered in England and Wales with company number 12515127 whose registered office is at c/o Park Vale, 50 Sloane Avenue, London SW3 3DD, United Kingdom (“Enigma”)

1.DEFINITIONS AND INTERPRETATION

1.1) In these standard terms (“Standard Terms”) including the Policies and any Schedules hereto, except to the extent that the context otherwise requires, the following terms shall have the meanings set forth below:

Change Request” means as set out in clause 2.3;
Client” means you (an individual end user, users or entity on behalf of which these Standard Terms are accepted);
Confidential Information” means as set out in Schedule 2;
Consequential Loss” means indirect, incidental, special or consequential loss or damage (including loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information) suffered by a Party;
“Deliverables” means the specific deliverables pursuant to the Services, as set out in the relevant Sales Forms;
“Effective Date” means the earlier of: (i) the date on which the Client executes a Sales Form; or (ii) the date on which the Client first uses any product or service of Enigma;
“Fees” has the meaning given in clause 4.1, including any such “Additional Fees”, or as set out in the relevant Sales Forms;
“Force Majeure” means as set out in clause 9.1;
“Goods” means all equipment, materials, supplies, ancillary parts, accessories, components and other items purchased by the Client, from Enigma, pursuant to, and as identified in, a Sales Forms;
“Group” means that undertaking, parent, holding, subsidiary and/or associated company from time to time and “member of its Group” shall be construed accordingly;
“Intellectual Property Rights” is as set out in Schedule 2;
“Liability” means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party or otherwise;
“Milestone” means each date for delivery as set out in the relevant Sales Forms;
A “Party” or the “Parties” refer to Enigma and the Client;
The “Policies” as amended are: Fair Use Policy, End User Policy, Privacy Policy, Software License Agreement, Cloud Storage Addendum and DMCA Policy;
“Sales Forms” means a document, mutually agreed between the Parties from time to time which, among other matters, sets out specifically any (if applicable): (i) Services; (ii) Deliverables; (iii) Milestones; and (iv) Fees;
“Services” means the services, software, features, products, Support and Goods to be supplied by Enigma to the Client pursuant to the relevant Sales Forms and these Standard Terms;
“Specification” means the written technical description for the Deliverables as may be set out in the relevant Sales Forms, as may be amended from time to time with mutual written consent;
“Term” means as defined in clause 6.1; and
“Third-Party Licences” means as defined in clause 5.1.

1.2) In these Standard Terms, unless the context otherwise requires:

References to “you” and “your” mean the Client or the individual end user accessing or using our Services;
References to “we”, “us”, and “our” mean Enigma;
References to clauses and schedules are to be construed as references to the clauses and schedules to these Standard Terms, including any Schedules;
Words importing the singular include the plural and vice versa, words importing a gender include every gender;
The term ‘including’ does not exclude anything not listed, and is understood to mean ‘including without limitation’;
References to a person shall be construed as including references to an individual, firm, issuer, corporation, unincorporated body of persons or any state or any agency thereof;
Any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted;
The terms ‘writing’ or ‘written’ will, unless otherwise stated, include signatures being received via e-mail, if so made in accordance with clause 11.8;
Headings are for convenience of reference only and shall not affect interpretation.

1.3) References to Enigma herein shall include all of its Group and associated third parties from time to time.

1.4) Order of Precedence: In the event of a conflict or inconsistency between these Standard Terms, any applicable Schedule, and any Sales Form, the following order of precedence shall apply (unless expressly stated otherwise): (a) the Sales Form; (b) the relevant Schedule; and (c) these Standard Terms.

2) APPOINTMENT AND SUPPLY OF SERVICES

2.1) Commencing on the Effective Date, the Client is deemed to have appointed Enigma to provide the Services during the Term, and Enigma agrees to provide the Services, in exchange for Fees, in accordance with the relevant Sales Form (which shall include, for the avoidance of doubt, these Standard Terms).

2.2) The Parties agree that a Sales Form, including setting out the relevant Services and Fees, shall be determined as follows:

A) First, if the Client requires specific services, it will notify Enigma in writing setting out:

A specification of the desired services;
The timeframe for delivery of the services, goods and any milestones or deliverables; and
If applicable an indication of the Client’s desired budget.

B) Next, upon receipt of the notice from the Client pursuant to this clause 2.2, Enigma shall provide the Client with a draft Sales Form as well as other relevant information including the requested services, goods, and deliverables;

C) Next, the Client and Enigma will discuss the draft Sales Form (or similar) in good faith and with a view to jointly executing corresponding agreements, including any required revisions where required; and

D) Lastly, the executed Sales Form(s), with any corresponding quotes or other documents to be included as an appendix, shall form an agreement and the Parties shall be bound by its terms.

2.3) Either Party may request changes to the Services, Milestones or Deliverables (a “Change Request”), with all such changes to be subject to these Standard Terms. Neither Party shall be required to accept any Change Request made by the other Party and shall not be bound by a Change Request unless it has been agreed to. The Parties acknowledge that an accepted change may change the value of a Sales Form.

2.4) Any proposal or quote from Enigma does not constitute an offer to sell its services or products.

2.5) Any typographical, clerical or other error or omission in any sales literature, price list, quotation, acceptance of offer, invoice or any other document or information issued by Enigma shall be subject to correction without any liability on the part of Enigma.

3) OBLIGATIONS

3.1) Commencing on the Effective Date, the Parties agree that:

Enigma shall perform the Services in a timely and professional manner and in accordance with generally recognized industry standards for similar services;
Enigma shall use commercially reasonable endeavours to meet any performance timelines specified under a Sales Forms but any such timelines shall be estimates only and time shall not be of the essence for the performance of the Services;
In the event either Party identifies any non-conformity with the Services, said Party shall promptly notify the other Party of such and the non-conformity shall be rectified within a reasonable time frame from the date the notice is received;
The Parties will comply with all applicable laws, statutes, regulations from time to time.

3.2) Each Party acknowledges and agrees that they each shall:

Co-operate with the other Party in all matters relating to the Services;
Appoint a designated primary representative who manages any escalation of issues arising;

3.3) The Client shall:

Abide by the matters set out in the Schedules, including those matters relating to prohibited and restricted uses.
Comply with the Third-Party Licences obligations set out in clause 5;
Provide full, precise and accurate instructions and information to Enigma;
Ensure that its equipment is in proper working order and complies with all applicable standards and approvals for such Services contemplated hereunder;
In relation to Deliverables, be required to sign a certificate of client satisfaction after each Deliverable has been delivered and has been completed;
Provide Enigma with adequate access (as reasonably requested) to appropriate members of staff and equipment in order to perform the Services;
Provide such information, documentation and data in a timely manner as may be reasonably requested in order to perform the Services;
Warrant that it has not been induced to enter into these Standard Terms by any representation or by any warranty (whether oral, or in writing, or in any other form) except those expressly made in the Agreement.

3.4) If you are a corporate body, in addition, these Standard Terms are entered into based on the following representations and warranties:

Each individual with whom we deal is duly authorised and empowered to bind you;
You are a company duly incorporated and in good standing in your jurisdiction;
You are not a “consumer” and shall not claim any consumer rights.

4) FEES, EXPENSES AND PAYMENTS

4.1) Unless otherwise agreed in writing, payment of all invoices will be made up front, in full, in the currency denomination as specified on the invoice and/or agreement.

4.2) Amounts payable by the Client to Enigma pursuant to the Services as set out in these Standard Terms or in Sales Forms (the “Fees”), with Enigma submitting invoices to the Client upon:

Signing of the relevant agreement, such as a commencement payment, advance or deposit, if applicable;
Acceptance of each stage of the Deliverables in accordance with the provisions of Schedule 1;
Commencement and/or completion of a Service or a Milestone;
Delivery of Goods;
Under the provisions of a Sales Forms (including the meeting of any specified Milestone, where applicable),
as the case may be.

4.3) All sums quoted or payable under these Standard Terms or Sales Forms, unless stated otherwise, are exclusive of any turnover tax, value added tax or other sales tax payable from time to time. However, any taxes and/or additional fees, including shipping, sales tax, value added tax and other taxes or fees under laws applicable shall be added to the sum in question or otherwise included in any relevant calculation, and where any withholding tax or similar deduction is required to be made, the sum in question shall be paid net of that deduction. Such taxes and fees will be calculated according to the billing information provided by you to Enigma at the time of purchase.

4.4) The Client acknowledges that they may be required to make advance payments, including deposits, as may be set out within the Sales Forms. Should the Client not make the relevant payments as agreed, Enigma shall have the right to withhold provision of the Services until such payment is received. Additionally:

Where advance payments are the first such payment under a particular Sales Form, Enigma shall invoice the Client, and the Client shall pay Enigma in advance of work commencing, with such payment falling due within five (5) days from the signing of that Sales Form;
Where a deposit is required, the deposit shall be non-refundable unless Enigma fails to provide the first Deliverable and is wholly at fault for such failure;
All advance payments, if applicable, must be paid in cleared funds within five (5) days of the payment profile set out within the relevant Sales Form.

4.5) Unless otherwise agreed, payments must be made without off set, withholding, deduction, abatement, or counterclaim (except where required by law or expressly agreed in writing) and shall be paid no later than five (5) days from the date of the relevant invoice or notification unless a reasonable query has been raised. In the event an invoice is not paid, whether as per the relevant Sales Form or these Standard Terms, Enigma reserves the right to suspend or terminate the Services.

4.6) Any query submitted pursuant to clause 4.5 above shall be discussed between the Parties’ representatives for a period of seven (7) days after such query has been received. If the query is resolved within such period, the amount in question shall be immediately payable and if it is not resolved in such period, it shall be dealt with in accordance with the provisions of clause 11.22.

4.7) Unless expressly set out in the applicable Sales Forms, Fees are exclusive of expenses. Approval shall be obtained before incurring incidental costs or expenses in relation to the Services, other than those stated in the applicable Sales Forms, or any expenses not exceeding GBP500 or USD650 per day, depending on the applicable functional currency, which are deemed to have been approved by the Client in advance. Receipts for such expenses submitted for reimbursement will be provided to the Client.

4.8) Enigma reserves the right to increase the Fees on by giving the Client at least sixty (60) day’s written notice.

4.9) Enigma may pass on any increase in costs related to Third-Party Licences (as defined in clause 7.3) in line with any increases imposed upon them by such third parties.

4.10) If the Client fails to pay any amount or invoice properly due and payable within the relevant period, Enigma shall have the right to suspend the Services or operation of these Standard Terms or a Sales Form, in whole or in part, and/or charge interest on the overdue amount at a rate of 1 per cent (1%) per month above the Bank of England base rate, accruing on a daily basis from the due date up to the date of actual payment or, if higher, equal to compensation and interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

4.11) Enigma reserves the right to charge a credit collection fee of five per cent (5%) or GBP25 (or USD30, depending on the applicable functional currency), whatever is greater, if any invoice has not been paid within sixty (60) days of the due date.

4.12) Enigma may allocate payments received toward outstanding Fees at its discretion unless the Client provides a lawful and reasonable written instruction to the contrary at the time of payment.

4.13) If any step is taken towards any event contemplated in clauses 6.2(b) or 6.2(c), or if the Client is overdue on any payment (including in relation to Goods), all sums shall become immediately due and payable and Enigma can choose, by immediate notice to the Client, to end the Client’s right, if still continuing, to use or resell the Goods still owned by Enigma, enter any place to recover those Goods, and suspend or cancel any deliveries, and Enigma shall be entitled upon demand to the immediate recovery of all those Goods. Herein, the Client irrevocably gives Enigma authority to enter any place to recover such Goods and agrees that such recovery shall not cancel the Client’s obligation to pay for those Goods, provided that Enigma must make a fair allowance for the value of any Goods which Enigma has recovered.

4.14) All prices are subject to change; this includes recurring subscription fees. The price of the Services will be the price in force at the time of dispatch. However, any pricing changes will be expressly communicated to you in advance.

4.15) Whereby payment is facilitated by automatic means, including ongoing subscriptions or pre-authorisations, only basic payment information is processed by our third-party payment service and processing providers, whom we may use to manage payments and collection thereof. Before using these third-party services, we recommend that you read and understand their terms, conditions and privacy notices as applicable and make sure that you agree to their terms.

4.16)Please note that we currently are not accepting payment in cryptocurrency. Separately, payments made via coupons, offers or gift cards are not eligible for refund.

5) THIRD-PARTY LICENCES

5.1) Enigma may provide or facilitate the provision of certain third-party software or licences (the “Third-Party Licences”) to the Client as necessary for the Services. Where applicable, and as set out in an applicable Sales Form, the Client shall, upon request by Enigma, procure or obtain access to Third-Party Licences required for the provision of the Services.

5.2) The Client, in relation to the Third-Party Licences, shall:

Execute and comply with additional agreements or terms in relation to such Third-Party Licences, whether direct or indirect, including any applicable end user licence agreements (or similar terms);
Remain liable for all payments owed to Enigma and until the expiry of any applicable Third-Party Licence payments or terms;
Be bound by the terms, conditions, and notice periods of such Third-Party Licences, copies of which shall be provided by Enigma upon request or as necessary.

5.3) Enigma makes no warranty to the Client that any Third-Party Licence it supplies or facilitates will operate in substantial accordance with, or perform the material functions described in, the relevant third party’s marketing, sales, or other documentation.

5.4) Enigma shall have no liability, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in relation to any Third-Party Licence or its performance. The Client acknowledges that any issues, defects, or disputes relating to a Third-Party Licence shall be addressed directly with the relevant third-party vendor.

5.5) Any material and uncured breach by the Client of material obligations under a Third-Party Licence shall be deemed a material breach by the Client.

6) TERM AND TERMINATION

6.1) These Standard Terms shall commence on the Effective Date and shall remain in force unless and until the latest to occur of the following:

They are terminated in accordance with the provisions of these Standard Terms;
The Client ceases to use all products or services of Enigma, and such access has been removed or disabled by Enigma;
Any Third-Party Licence term ceases to continue, if so applicable;
There have been no active Sales Forms in effect for a continuous period of ninety (90) days,
with such period of time being the “Term”.

6.2) Without prejudice to any rights that the Parties have accrued under the Standard Terms, or as set out or agreed elsewhere, or any of their respective remedies, obligations or liabilities, either Party may terminate these Standard Terms and applicable Sales Forms (which is subject to the event listed below) with immediate effect by giving written notice to the other Party if:

The non-terminating Party is in material or persistent breach of any of the provisions of the Standard Terms or any Sales Forms, which, if remediable, is not remedied within thirty (30) days, or such alternative period as may be agreed between the Parties, following the receipt of such written notice;
The non-terminating Party is unable to pay its debts (within the meaning of section 123(1) of the Insolvency Act 1986) or an order is made or a resolution passed for its liquidation, winding-up or dissolution (otherwise than for the purpose of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer is appointed over it or all or any substantial part of its assets or takes formal steps towards making any kind of composition, compromise or arrangement involving it and any of its creditors, or anything analogous to the foregoing shall occur in any jurisdiction;
The other Party is dissolved, or suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

6.3) If there is a termination in accordance with the foregoing of clause 6 herein (and only in such circumstances), then subject to the total Fees incurred, the Client will pay Enigma: (i) all of Enigma’s outstanding unpaid invoices, and any applicable interest or charges; and (ii) in respect of any Service or Goods supplied but for which no invoice has been submitted, all costs actually and properly incurred prior to the date of termination, all costs to terminate these Standard Terms and applicable Sales Forms, and costs specified as being payable due to the termination.

6.4) Upon termination of these Standard Terms or any Sales Form, the Client may request reasonable transition support services. Such services shall be subject to a separate Sales Form or a mutually agreed hourly rate and shall not exceed a transition period of thirty (30) days unless otherwise agreed in writing.

6.5) The Parties agree that clauses 3.4, 6, 7, 8, 11 and Schedule 2 shall survive the termination or expiration of these Standard Terms. Other than as set out in the Standard Terms or Sales Forms, neither Party will have any further obligation to the other Party, subsequent to its termination.

6.6) Enigma may without prior notice, at its reasonable discretion, deactivate, suspend, restrict, or permanently terminate the Client’s access to the Services, including deletion of accounts and content, where:

The Client has breached these Standard Terms or a Sales Form, including those relating to a Third-Party Licence;
Such action is requested by the Client or required by law;
There is a material change, discontinuance, or technical or security issue affecting the Services.

7) REPRESENTATIONS AND WARRANTIES

7.1) Each of the Parties hereby represents, warrants and undertakes to each other that:

They are a company duly organized, validly existing and in good standing under the laws of its incorporation and it has full power and authority to enter into the Standard Terms and each Sales Form, and to perform each and every covenant and agreement herein and therein contained;
The Standard Terms have been, and each Sales Form will be, duly authorized, executed and delivered by it and constitutes a valid, binding and legally enforceable agreement of it;
The execution and delivery of each Sales Form, the commencement of these Standard Terms, and the performance of the covenants and agreements herein and therein contained, are not, in any manner or to any extent, limited or restricted by, and are not in conflict with, any commercial arrangements, obligations, contract, agreement or instrument to which it is either bound or subject;
The execution and delivery of the Standard Terms and each Sales Form and the performance of its covenants and agreements herein and therein contained shall comply in all respects with all applicable laws to which it or its business is subject;
It owns or has the necessary rights to grant any licenses under the Standard Terms, and any Technology or Intellectual Property Rights (as defined in Schedule 2) licensed under these Standard Terms does not infringe upon the rights of or misappropriate the confidential information, Intellectual Property Rights or trade secrets of any third-party, where applicable, all within a territory; each Party hereby waives, and has caused each contributing individual to waive, moral rights arising from any such licensed Technology or Intellectual Property Rights;
If applicable, each Party shall use commercially reasonable efforts through the use of industry standard virus protection software and other customary procedures to screen any software provided or made available by it hereunder to avoid introducing any virus that disrupts the operations of the other Party;
Neither the entry into or performance by it, nor any payment contemplated by, these Standard Terms does or will conflict with any court order or agreement to which it is a party or with its constitutional documents;
In fulfilling its obligations pursuant to the Standard Terms, it will use a degree of skill and care and diligence reasonably to be expected of a competent business in its industry, and to recognized commercial practices and standards, in compliance with the relevant laws and applicable regulations.

7.2) Enigma hereby represents, warrants and undertakes that the use of the Deliverables by the Client (or the Client’s customers and/or users) shall not breach a third-party’s Intellectual Property Rights or other proprietary rights.

7.3) Subject to clause 8, except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, the Client agrees to indemnify and hold harmless Enigma, and its respective affiliates, officers, agents, employees, and permitted successors and assigns any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the Client, its respective affiliates, offices, agents, employees and permitted successors and assigns that occur with the unapproved use of deliverable in connection with these Standard Terms.

7.4) The Client will be responsible for any and all damages resulting from the unauthorised use of Deliverables under these Standard Terms.

7.5) Except as otherwise set forth in the relevant Sales Form or these Standard Terms, Enigma does not make any representations, warranties and covenants, express or implied, with respect to the services or any obligations contemplated herein, and Enigma expressly disclaims any implied representations, warranties, covenants or conditions of merchantability and fitness for a particular purpose, or those arising by statute or otherwise in law or from a course of dealing or usage of trade, all of which are expressly denied and disclaimed to the maximum extent permitted by law.

7.6) Any commentary contained in any Sales Form may set out the opinions of Enigma; it is not advice, nor a statement of facts. A Sales Form may include predictions, estimates, projections, or other information that might be considered forward-looking. While these forward-looking statements represent Enigma’s current judgment on what the future holds, they are subject to risks and uncertainties that could cause actual results to differ materially. The Client is cautioned not to place undue reliance on any such forward-looking statements, which are a reflection of Enigma’s opinions as of the date of such statement being made.

8) LIABILITY

8.1) Neither Party shall be liable to the other Party, or be deemed to be in breach of its obligations under any provision in these Standard Terms, to the extent that such breach is a result of: (i) any delay or failure by the other Party in performing its obligations; (ii) following the other Party’s reasonable instructions; or (iii) for matters under the below headings ‘non-performance’ and ‘force majeure’ within this clause 8. For the avoidance of doubt, Enigma, as a Party, shall also include any other party who has been involved in the creation, production, distribution, promotion, or marketing of a Service.

8.2) Nothing in these Standard Terms shall exclude or limit a Party’s liability for: (i) fraud or fraudulent misrepresentation made by that Party on which the other Party can be shown to have relied; (ii) death or personal injury caused by its negligence (as defined in section 1 of the Unfair Contract Terms Act); (iii) any breach of the undertakings implied by section 12 of the Sale of Goods Act or section 2 of the Supply of Goods and Services Act; or (iv) any other liability which it is not permitted to exclude or limit.

8.3) If Enigma’s performance, in relation to its obligations under these Standard Terms, are prevented or delayed by any act or omission of Client, its agents, sub-contractors, consultants, personnel or employees, then Enigma shall not be liable for any cost, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

8.4) Subject to clause 8.1, but to the maximum extent permitted by law, under these Standard Terms or arising from use or misuse of the Services:

Neither Party shall be liable to the other for any Consequential Loss, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising for: (i) loss of profits; (ii) loss of sales, business or opportunity; (iii) loss of agreements or contracts; (iv) replacement goods; (v) loss of or damage to goodwill; (vi) loss of technology rights or services; or (vii) any indirect or consequential loss;
Enigma’s total liability to the other, whether in contract, tort (including negligence), or otherwise, arising directly or indirectly under or in connection with these Standard Terms shall not exceed: (i) total Fees paid under the relevant Sales Form in the twelve (12) months preceding the claim, or (ii) actual direct loss proven up to GBP25,000 or USD30,000, whichever is the applicable functional currency.

8.5) The statutory rights of the Parties are not affected by these Standard Terms.

9) FORCE MAJEURE

9.1) Neither Party shall be deemed to be in breach of these Standard Terms, or any Sales Forms, or be otherwise liable to the other Party in any manner whatsoever for any failure or delay in performing its obligations under due to a force majeure event. For the purposes of these Standard Terms, force majeure means any cause preventing either Party from materially performing any or all of its obligations which arises from or is attributable to significant acts, events, omissions or accidents beyond the reasonable control of the Party so prevented including, without limitation, acts of God, war (declared or otherwise), pandemic, epidemic, riot, civil commotion, terrorism, compliance with any law or governmental order, regulation or direction, flood, storm, or natural disaster with any law or governmental order, rule, regulation or direction, flood or storm, natural disaster, save that strike or lockout of the Party’s own staff shall not entitle them to claim that to be a force majeure event (“Force Majeure”).

9.2) Subject to the delayed Party:

Immediately telling the other Party in writing that an event of Force Majeure has occurred, the reasons for the delay and the likely duration of the delay;
Using all reasonable endeavours to recommence the performance of its obligations in accordance with these Standard Terms and any affected Sales Forms as soon as possible and keeps the other Party informed as to progress and the estimated dates on which that Party will be able to recommence full performance of its obligations, the performance of the delayed Party’s obligations will be suspended during the period that such circumstances of Force Majeure persist, that Party will be granted an extension of time for performance equal to the period of the delay.

10) ASSIGNMENT AND SUBCONTRACTING

10.1) You may not assign these Terms, any rights under them, or delegate any obligations to be performed under these Terms without the prior written consent of Enigma. Enigma may assign its rights under these Terms to selected third parties without seeking your consent, including cases of corporate reorganization, mergers, acquisitions, sales or transfers of all or substantially all of company assets.

10.2) Without prejudice to the provisions of clause.

10.3) Enigma may at any time sub-contract the provision of the Services, including without limitation to any company within Enigma’s Group. Excluding in relation to Third-Party Licences, Enigma shall be liable to the Client for the acts and omissions of all sub-contractors appointed by Enigma in relation to the Services.

11) GENERAL

11.1) The Client’s use of the Services is under licence as described in these Standard Terms and any Sales Form, and the Client’s use of any of the Services from time to time, constitutes acceptance of these Standard Terms. Please read these Standard Terms carefully if the Client wishes to use our Services. If the Client does not agree to be bound by these Standard Terms, or any part thereof, or any supplemental or third party agreement(s) which the Client may enter into from time to time, please do not use our Services.

11.2) Enigma may update, modify, or delete these Standard Terms or the data contained in any Sales Form from time to time in response to changing circumstances. Unless otherwise stated, such updates take effect upon publication on Enigma’s website. The most recent version shall govern the Client’s use of the Services. If any amendment materially affects the Client’s rights or obligations, Enigma shall provide reasonable prior notice by appropriate means, including through the application, website, letter, or email. Continued use of the Services after such updates constitutes the Client’s full and binding acceptance of the revised Standard Terms. If the Client does not accept the amended terms, they must discontinue use of the Services.

11.3) Not with standing as set out in these Standard Terms, no amendment shall be made to any Sales Form, including its schedules or appendices, except by written agreement signed by a statutory director (or equivalent authorized representative) of each Party.
No Partnership or Agency

11.4) Unless as may specifically be provided for between the Parties in separate documentation from time to time, nothing contained in these Standard Terms:

Is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, or authorise any Party to make or enter into any commitments for or on behalf of any other;
Shall be construed to create an exclusive relationship between the Client and Enigma. Additionally, Enigma retains the right to perform work for others during the Term, and the Client retains the right to cause work of the same or a different kind to be performed by its own personnel or other providers during the Term.

11.5) In providing the Deliverables under these Standard Terms it is expressly agreed that Enigma is acting as an independent entity and not as an employee or subsidiary of the Client.

Entire Agreement and Counterparts

11.6) Without prejudice to the rights of either Party in respect of actions relating to fraudulent misrepresentation, these Standard Terms and associated documentation constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

11.7) Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Standard Terms and applicable Sales Forms. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Standard Terms and applicable Sales Forms.

11.8) These Standard Terms and any Sales Form may be executed in a number of counterparts, each of which shall be deemed an original agreement and all of which shall constitute one and the same agreement. The counterparts of these Standard Terms and any Sales Form may be executed and delivered by electronic signature. The words “execution,” “signed,” “signature,” shall include images of manually executed signatures transmitted by electronic format and other electronic signatures. The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law.

No Waiver

11.9 No term or condition of these Standard Terms shall be deemed waived unless the waiver is set forth in writing and signed by the waiving Party. A waiver of any breach or acquiescence in any act (whether by commission or omission) that would otherwise constitute a breach shall not be construed as a waiver of any other term, condition, or subsequent breach. The failure of any Party, including Enigma, to enforce any right or provision under these Standard Terms shall not constitute a waiver of such right or provision.

Severability

11.10) If any provision or part of a provision of these Standard Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified, if possible, to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the offending provision shall be deemed deleted. Such modification or deletion shall not affect the validity and enforceability of the remaining provisions.

Limitation Period

11.11) Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or these Standard Terms must be filed formally with the appropriate courts within one (1) year after the cause of action arose or be forever barred.

Third-Party Rights

11.12) Notwithstanding clause 10.2, person who is not a party to these Standard Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these Standard Terms, but this does not affect any right or remedy of a third-party which exists or is available apart from that Act.

Marketing and Publicity

11.13) Subject to clause 11.14 below, the Client shall not issue any press release or other public document, or make any public statement, relating to the execution or subject matter of these Standard Terms or any Sales Form without Enigma’s prior written consent (including as to the form, content and timing of the release, document or statement).

11.14) In the event that a public statement is agreed and consent given pursuant to clause 11.13 above, either Party may subsequently publish such public statement without needing to secure any further prior written consent of the other Party.

11.15) The Client shall not use Enigma’s name or brand in any promotion or marketing materials without Enigma’s prior written consent (including as to the manner of any such use).

Non-Solicitation

11.16) Without the prior written consent of the other Party, neither Party shall solicit the other’s personnel, including those who have been employed or engaged in the Services or the performance of these Standard Terms, during its Term and for a period of eighteen (18) months thereafter. For the purposes of this clause ‘solicit’ means the soliciting of such person with a view or attempt to recruit, hire, engage, induce, discuss employment with, or otherwise utilise the services in any capacity of any person who has been an employee, director, supplier, subcontractor, partner, investor or independent contractor of the Client.

11.17) The Parties agree that monetary damages may not be a sufficient remedy for the damage which may accrue to a Party by reason of failure by any other Party to perform certain of its obligations hereunder. Any Party shall therefore be entitled to seek injunctive relief, including specific performance, to enforce such obligations.

Anti-Bribery and Anti-Corruption

11.18) Each Party shall throughout the Term of these Standard Terms:

Comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010 (herein the “Relevant Requirements”);
Not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;
Have and shall maintain in place its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and clause 11.18(b), and will enforce them where appropriate;
Notify the other Party (in writing) if it becomes aware of any breach of clause 11.18(a) or clause 11.18(b), or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of these Standard Terms;
Upon reasonable request, certify to the other Party in writing signed by an officer of the Party, compliance with this clause 11.18 by the Party and all persons associated with it. The Party shall provide such supporting evidence of compliance as the other Party may reasonably request.

Notices

11.19) Any notice required to be given pursuant to these Standard Terms shall be in writing and sent either by hand, by prepaid recorded delivery or registered post or by prepaid first class post, or by e-mail which has been received, as evidenced by receipt by the sender of a read receipt, to the relevant Party, and any such notice shall be deemed to have been received by the addressee at the time of delivery or in the case of prepaid first class post, two (2) days after posting.

Governing Law and Jurisdiction

11.20) These Standard Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.

11.21) Each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Standard Terms or its subject matter or formation.

SCHEDULE 1

GOODS, WARRANTIES & DELIVERABLES

1) GOODS

1.1) Enigma shall retain ownership of any Goods, regardless of delivery to the Client, until payment in full has been received for the Goods and any other sums owing to Enigma, and such Goods shall remain separately identifiable and not incorporated or resold by the Client until such time. Until title has passed, the Client shall: (a) hold the Goods on a fiduciary basis as Enigma’s bailee and depository; (b) store them separately and clearly mark them as Enigma’s property; and (c) not use, resell, pledge, charge, encumber, or otherwise dispose of the Goods.

1.2) For the avoidance of doubt, Enigma shall at all times retain title to and ownership of any Intellectual Property Rights, software, and firmware associated with the Goods and Services.

1.3) Notwithstanding the retention of title, risk of loss or damage to the Goods shall pass to the Client in accordance with the agreed Incoterm. Unless otherwise agreed in writing, all shipments shall be made pursuant to the ‘EXW’ Incoterm. The Client shall be responsible for all loss, damage, or destruction occurring after the point of risk transfer.

1.4) If risk transfers to the Client before delivery, the Client shall be solely responsible for insuring the Goods in transit at its own cost and expense.

1.5) Where Enigma’s obligations under the applicable Incoterm include arranging insurance (e.g., CIF), Enigma shall obtain insurance on the Goods during transit for not less than 110% of the invoiced value, with a reputable insurer on standard terms.

1.6) Enigma may deliver the Goods in instalments, including where there is a stock shortage or other genuine reason. Each instalment shall constitute a separate sale and may be invoiced accordingly, unless otherwise agreed in writing.

1.7) The Client shall ensure appropriate delivery instructions and access are provided. If the Client or its nominee fails, through no fault of Enigma, to take delivery at the designated location, Enigma may charge reasonable costs for storage and redelivery.

1.8) Where Enigma arranges delivery of Goods, it does so as agent for the Client and may charge for delivery and any associated costs, including insurance.

1.9) Delivery shall be made to the location specified in the corresponding Sales Form or otherwise agreed in writing.

1.10) All delivery dates are estimates only and not binding deadlines. Enigma shall not be liable for any loss, damage, or expense arising from delay, however caused.

1.11) In the absence of specific Client instructions, Enigma shall determine the method and route of shipment. Any special routing requested by the Client shall be at its sole expense.

2) WARRANTIES

2.1) Except as expressly stated in Enigma’s documentation, its products, services, support, and related deliverables are provided to the Client “as is” and to the extent permitted by applicable law. Enigma makes no other warranties, express or implied, including warranties of merchantability, fitness for purpose, title, or non-infringement. Enigma does not warrant uninterrupted or error-free use of the Goods or Services and is not liable for failures caused by internet, electronic communications, or other external systems.

2.2) The warranty is for the sole benefit of the original purchaser and is non-transferable.

2.3) Enigma’s liability is limited to repair or replacement of the defective product, or a refund for the relevant period.

2.4) Disputes under this warranty shall be resolved through binding arbitration conducted in accordance with the relevant rules of an English court and the laws of England and Wales.

2.5) This warranty grants specific legal rights. Purchasers of extended warranties or service levels may have additional rights, as stated in the relevant documentation.

2.6) Goods may be manufactured by Enigma or a third party. Some third-party manufacturers require the Client to submit a warranty card upon purchase. To maintain validity, original proof of purchase (invoice or sales slip with purchase date) should be provided.

2.7) Where Goods are covered by a third-party warranty that Enigma is entitled to pass on, Enigma warrants that the Goods: (a) comply with component compliance laws and come with standard and optional extended warranty options; (b) are free from material defects in materials and workmanship on delivery and throughout the warranty period (twelve (12) months from delivery, unless otherwise stated in the Sales Forms); and (c) are suitable for their described purpose during the Warranty Period.

2.8) If a material breach of warranty occurs and the Client provides prompt written notice within the applicable Warranty Period, Enigma shall, at its sole discretion, either (a) repair or replace the affected Goods (or relevant part), or (b) refund all or a fair and reasonable portion of the purchase price, subject to the return of the Goods at the Client’s cost. Fulfilment of this obligation shall constitute Enigma’s sole and exclusive liability for the breach, and the Client’s sole remedy.

2.9) Parts or products replaced by Enigma become its property.

2.10) Enigma warrants that Services meet the specifications in effect at the time of shipment. Hardware defects under normal use are covered for twelve (12) months from purchase. Enigma shall make reasonable efforts to ensure Services are virus- and malware-free during the subscription term.

2.11 Any warranty provided hereunder excludes matters relating to:

Normal wear and tear;
Damage from Client or third-party misuse or negligence;
Failure to install, use, or maintain as instructed;
Unauthorised repairs or modifications;
Defects from Client-supplied instructions or specifications;
Consumable items;
Non-Enigma parts or goods (only covered by any third-party warranty available to the Client);
Intentional or accidental misuse;
Improper power sources;
Extreme environments;
Unauthorised modifications;
Tampered serial numbers or labels;
Vehicle-related damage;
Missing consumables like batteries or covers;
Improper handling, transport, or storage;
Shipping or storage costs;
Cosmetic damage;
Force majeure or external uncontrollable events;
Battery or power failure due to improper use or maintenance.

2.12) Enigma may:

Terminate a subscription with refund if a material software fault cannot be remedied;
Replace or refund defective Enigma hardware reported within the warranty period;
Refer defects in third-party hardware to the original manufacturer.

2.13) If no defect is found, Enigma reserves the right to charge for inspection and any replacement provided.

2.14) To submit a warranty claim, the Client must contact Enigma support with a detailed claim report and proof of purchase. Remote support may be provided. Return of defective Goods may be required at Client’s cost per Enigma’s returns procedures.

2.15) As a condition of repair or replacement, the Client must return the product prepaid and include:

An Enigma-issued RMA number and shipping address;
The Client’s contact details;
A problem description with dates and times of issues.

3) ACCEPTANCE OF DELIVERABLES

3.1) The Client agrees to engage Enigma for the Services stated in each Sales Form, including Deliverables and applicable Specifications.

3.2) The Client may test Deliverables against Specifications within fourteen (14) days of delivery. If not tested within that period, the Deliverable will be deemed accepted.

3.3) If the Client reasonably believes a Deliverable does not meet Specifications, it must notify Enigma in writing within fourteen (14) days, giving detailed reasons (a “Defect Notice”). The notice must be sent by email and letter to the contact named in the Sales Form. Failure to notify in time constitutes acceptance.

3.4) The Client is deemed to have received the Goods on the delivery date or as otherwise agreed. The Client must inspect Goods immediately and provide a Defect Notice within a reasonable period, not greater than five (5) Business Days, of becoming aware of any shortage, damage, or non-conformity. After any such acceptance, the Client may not reject Goods.

3.5) Within fourteen (14) days of receiving a Defect Notice, Enigma shall use reasonable efforts to rectify the issue, provided it relates to conformity with the Specification, unless otherwise agreed.

3.6) If the Deliverable is re-submitted and another valid Defect Notice is issued and accepted, both Parties shall use reasonable efforts to agree a resolution, without affecting Enigma’s right to payment of any unpaid invoices for Services or Goods under the Standard Terms or Sales Forms.

SCHEDULE 2

CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY, AND DATA PROTECTION

1) INTERPRETATION

1.1) Save as specified herein, the provisions of this Schedule will continue in force after the termination of the Standard Terms.

1.2) Herein the following expressions have the following meanings:

“Background IP” means any pre-existing technology, methodologies, materials, ideas, tools, processes, strategies, plans, techniques, Know-How, trade secrets and products that are proprietary to either Party or to third parties and to which the Party (or such third parties) solely and exclusively holds all rights, title and interests, that originated with or were developed by the Party, or were purchased by the Party, prior to commencement of such Services thereunder;
“Confidential Information” includes (but is not limited to) any information of a confidential nature held by a Party on behalf of the other Party whether created before or after the existence of the engagement including Intellectual Property, trade secrets, strategy, technical and operational information, know-how, knowledge of facilities, details of clients, investors, potential investors, suppliers or service providers, terms of business, business plans, business structures (including company, partnerships, trusts, or other similar structures), organisation charts, graphs, business and other proposals, meeting or telephone attendance notes, presentations, data or information (including, without limitation, all financial (including accounting and tax), commercial, technical, research, trading, operational, price, commission and fee rates calculated data, intermediate data and other strategic analysis data, competitor data and code provided to the Party under third-party licensing agreements, fund or investor holdings, research reports, and content, all documents, files, and procedures, including file listings, recorded communication, photographs, designs, and any other material generated, found, or purchased on behalf of the Party, and also staff, management, shareholder and any other category of data including personal data and information on all of the above; and whether live, historic, standing, permanent, temporary or any other type of data or information in whatever format, databases, sales and marketing information (including all marketing materials, presentations or memoranda), details of employees and officers and their remuneration and other benefits, other information (including employment contracts, appraisals, confidentiality agreements, tests, incentive schemes, all corporate policies, manuals and procedures or any other documentation or information obtained, provided or created during the course of employment), management information, source codes, models, formulas, trading information or software programmes, supervisory and risk control techniques, emails, passwords or other confidential matters relating to computer systems, research and development projects, information concerning any shareholder, director or partner of the Party, their personal investments, interests, finances, relationships or families) and any information which such Party has been told, or is marked, to be private or confidential or which has been obtained in circumstances in which the Party is subject to a duty of confidentiality in relation to that information;
“Foreground IP” shall include any rights to Intellectual Property made, invented, developed, created, conceived or reduced to practice after the Effective Date by either Party, or the Parties jointly, in relation to the Technology, including any Know-How, and any Improvements to the foregoing, but does not include Background IP;
“Intellectual Property” means all intellectual and industrial property and all rights therein, including all inventions (whether patentable or not, and whether or not patent protection has been applied for or granted, copyright, database, rights, trade marks (whether registered or unregistered), design rights (whether registered or unregistered), logos, artwork, photographs, videos, drawings, domain names, formulas and mathematical solutions, price and instrument data, definitions of instruments, patent rights, trading systems or programs, source codes, mathematical or other models, formulas, discoveries, proprietary information, trade secrets, trading information, simulated results, simulation software or other software programs (including preparatory designs), electronic records of all such and including collected, or performance data, computed data, output data, order and execution data, research data bases including collected internal and external research papers, other research, algorithms, techniques, analytical results, know-how, user procedures and manuals, rights in Confidential Information, service marks, trade names, trade press data (including, without limitation, all financial (including accounting and tax), commercial, technical, research, trading, processes, operational, strategic, sales and marketing, human resources, staff, management, shareholder and any other category of data or information; and whether live, historic, standing, permanent, temporary or any other type of data), developments or improvements of any of the aforesaid and all other intellectual property rights of any nature;
“Improvement” means, as applicable, each customization, revision, modification, improvement, change, enhancement, invention, derivative work or discovery, whether patentable or not, in respect of Intellectual Property made or acquired during the period commencing on the Effective Date and includes all Intellectual Property and Know-How made, created or discovered as a result thereof, including without limitation, any customization, revision, modification, improvement, derivative, change, enhancement, invention, or discovery;
“Intellectual Property Rights” means (a) any and all proprietary rights anywhere in the world provided under (i) patent law; (ii) copyright law, including moral rights; (iii) trademark law; (iv) design patent or industrial design law; (v) semiconductor chip or mask work law; (vi) trade secret law; (vii) privacy law; or (viii) any other statutory provision or common law principle applicable to this Schedule which may provide a right in either (A) Intellectual Property; or (B) the expression or use of Intellectual Property; and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing;
“Know-How” means any and all technical information, trade secrets, formulas, prototypes, specifications, directions, instructions, test protocols, procedures, results, studies, analyses, raw material sources, data, manufacturing data, formulation or production technology, conceptions, ideas, innovations, discoveries, inventions, processes, methods, materials, machines, devices, formulae, equipment, enhancements, modifications, technological developments, techniques, systems, tools, designs, drawings, plans, software, documentation, data, programs, and other knowledge, information, skills, and materials useful in the exploitation or any other form of use;
“Technology” means Enigma’s innovative technology products, whether developed for the Client or otherwise, including: (i) its intelligent products developed for use with ‘EnigmaNet’ services for ‘Industrial Internet of Things’ performance; (ii) its advanced internet connectivity systems; (iii) its software developments; and (iv) associated manufacturing processes and Know-How.

2) CONFIDENTIAL INFORMATION

2.1) The Parties undertake that they shall not (save in the proper course of their duties) during the Term and at any time thereafter, directly or indirectly, use or disclose, publish or reveal or cause to be disclosed, published, or revealed, (and will take all necessary steps to prevent such publication or disclosure) to any person, company, business entity or other organisation whatsoever, any Confidential Information belonging to the other Party, or any employee, shareholder, officer, or client, unless duly authorised by the board of the other Party in writing to do so (and that without prejudice to the generality of the foregoing, and shall not communicate such information to the press or arrange in any way for its publication in any newspaper, website, book, magazine or periodical or on television or radio or in any other media without such authorisation), save except for purposes intended by the Services, the Standard Terms or a relevant Sales Forms.

2.2) In the event that a Party inadvertently discloses or receives Confidential Information, it shall promptly notify the disclosing Party and take reasonable steps to return, delete, or isolate the information to prevent further dissemination.

2.3) The Parties undertake not to make or store copies of Confidential Information of the other Party, or of any employee, shareholder, or officer, in personal folders or directories, whether electronic or otherwise, and the Party undertakes not to transmit or publish such information, other than for the legitimate purposes of said Party, and undertake not to copy such to any other storage device or transmit by e-mail, except where such storage is reasonably necessary for performance of the Services or for compliance with legal, regulatory, or internal governance obligations, and subject to the same confidentiality obligations. To the extent necessary to implement the provisions of any Services, where it is necessary for such disclosure of Confidential Information to its employees, agents, sub-contractors and professional advisers, in each case under the same conditions of confidentiality shall be as set out in herein.

2.4) The Client shall provide written certification to Enigma that all Confidential Information in its possession or control has been returned or permanently deleted, upon request or termination.

2.5) The Client agrees and undertakes that: (i) they will not any time during the engagement or after its termination (howsoever caused) make any detrimental, derogatory, or untrue statements about Enigma or any shareholder, officer or employee of Enigma, provided that this restriction shall not apply to disclosures protected by law, including whistleblowing rights under the Public Interest Disclosure Act 1998, or any legally protected statements; (ii) trademarks, trade names, trade symbols and slogans used or capable of being used or adapted in connection with Enigma’s business will remain the absolute property of Enigma and, except as necessary for the proper provision of the Services, the Client will not make any use of them without the prior written consent of Enigma; and (iii) Enigma may require them to sign additional specific confidentiality agreements from time to time in respect of any specific project and/or parts thereof. In such circumstances, this Schedule and the Standard Terms shall prevail unless mutually agreed otherwise between the Parties in writing.

2.6) The Client undertakes that upon request (and in any event upon the termination of these Standard Terms), it shall immediately deliver up to Enigma all tangible Confidential Information of Enigma, or any employee, shareholder, or officer, (whether held in documentary form or in any other media) which has come into the Client’s possession or control in the course of the engagement, together with any copies thereof or extracts therefrom, and permanently delete from any electronic storage or other device any Confidential Information.

2.7) The obligations of confidentiality set out in this Schedule shall not apply to any information or matter which: (i) is in the public domain other than as a result of a breach of these Standard Terms; (ii) was in the possession of the receiving Party prior to the date of receipt from the disclosing Party or was rightfully acquired by the receiving Party from sources other than the disclosing Party; (iii) is required to be disclosed by law, or by a competent court, tribunal, securities exchange or regulatory or governmental body having jurisdiction over it wherever situated; or (iv) was independently developed by the receiving Party without use of or reference to the confidential information.

2.8) The Client acknowledges that Enigma may incorporate third-party software or licensed materials in the delivery of Services. Enigma shall ensure it holds appropriate rights to such materials and shall, where applicable, pass on any relevant third-party license terms to the Client for compliance.

3) INTELLECTUAL PROPERTY

3.1) The Client acknowledges that it will have access to extensive Intellectual Property belonging to Enigma during the course of these Standard Terms, and that Enigma may create further Intellectual Property during its course.

3.2) In addition to any written agreements expressly required herein, the Client shall obtain and maintain in effect written agreements with each of its personnel who participate in performing the Client’s obligations in these Standard Terms. Such agreements shall contain terms sufficient for the Client to comply with all provisions of these Standard Terms, including Confidentiality and to support all grants and assignments of rights and ownership of the Foreground IP and the Intellectual Property Rights thereunder to Enigma, including a waiver of any and all moral rights under the Copyright, Designs and Patents Act 1988 of England, or other such applicable laws that such employee may have in any copyrightable material produced by such personnel. In the event any such personnel fails to execute such agreements, the Client hereby irrevocably assigns to Enigma all rights necessary to effectuate the grant of Foreground IP as if such assignment had been made directly. Upon written request of Enigma, the Client shall provide to Enigma copies of the written agreements with its personnel required under this provision.

3.3) The Parties agree that unless expressly provided otherwise, all Background IP shall remain the sole property of each respective Party. The other Party shall not be granted any rights, titles or interests whatsoever with respect to such Background IP except as set forth in these Standard Terms, including for the avoidance of doubt, any such Sales Forms.

3.4) All foreground IP is the exclusive ownership of Enigma. All rights, title, and interest in and to any Foreground IP shall vest in and are hereby assigned to Enigma upon creation. The Client shall, at Enigma’s request, execute all documents and take all steps necessary to give effect to this assignment.

3.5) Each Party shall enforce its Intellectual Property Rights in its discretion except that the Parties shall cooperate in regard to such enforcement, if so requested by the other Party.

3.6) Enigma shall retain all rights in anonymised, aggregated, or system-generated metadata, performance logs, or analytics derived from use of its services, provided such data does not include Client Confidential Information or personal data unless separately anonymised and processed in compliance with applicable data protection laws.

4) KNOWLEDGE CAPITAL

4.1) Nothing in the Standard Terms will preclude Enigma from marketing, developing or using for itself or others, services or products that are the same as or similar to those provided to the Client by Enigma pursuant to these Standard Terms. Furthermore, subject to the confidentiality obligations, Enigma will continue to be free to use the general knowledge, skills and experience resulting from the Standard Terms that is retained in the ordinary course of its business activities. For the avoidance of doubt: (a) such usage shall not relieve Enigma of its obligations regarding Confidential Information hereunder; and (b) residual knowledge does not include Confidential Information, proprietary code, or deliverables provided by the Client.

5) MISCELLANEOUS

5.1) The Client warrants and represents to Enigma that the provisions of this Schedule do not conflict with any other agreement to which the Client is a party.

5.2) Without prejudice to the provisions set out herein, all records in any medium (whether written, computer readable or otherwise) including accounts, documents, drawings and private notes about Enigma, its clients, its business, and others with whom it has dealings and all copies and extracts of them made or acquired by the Client in the course of the Standard Terms or otherwise shall be: (a) the property of Enigma; (b) used for the purpose of Enigma only; (c) returned to Enigma at any time on demand; (d) returned to Enigma without demand on the termination of these Standard Terms; and (e) until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping.