This End User Licence Agreement (the “Agreement”) is between you (the “Customer”) and Filtered Technologies Limited, a company incorporated in England and Wales (registered number 06888906) whose registered office is at 86-90 Paul Street, London, EC2A 4NE, United Kingdom (“Filtered”), and governs your access to and use of Offerings procured through the Microsoft Commercial Marketplace (the “Marketplace”), including the Filtered Connective Intelligence Declarative Agent for Microsoft 365 Copilot and its underlying Graph Connector, the Filtered API and MCP server, and the platform available at app.filtered.com.

By accepting this Agreement, or by accessing or using an Offering, you represent and warrant that you have the authority to accept this Agreement on behalf of the Customer, and you agree to be bound by its terms. This Agreement applies to all Orders entered into under it. Capitalised terms have the meanings given in Section 12 (Definitions).

Separate agreement with Filtered. In most cases the Customer’s organisation will also have entered, or will enter, into a separate written agreement with Filtered (a “Filtered Customer Agreement”), comprising a Commercial Terms Sheet, Schedules (including a Work Order and details of the processing of personal data) and terms and conditions. Where a Filtered Customer Agreement is in force between Filtered and the Customer, its terms take precedence over this Agreement to the extent of any conflict, and this Agreement applies to matters not addressed there. Where no Filtered Customer Agreement is in force, this Agreement constitutes the entire agreement between the parties in respect of the Offerings, together with the applicable Order, the Website Terms of Use, the Privacy Policy (filtered.com/privacy-policy) and the Cookies Policy.

Microsoft is not a party to this Agreement. Both parties acknowledge that Microsoft is not a party to this Agreement, nor in any way responsible for the parties’ actions or obligations under it. Microsoft’s relationship with the Customer and with Filtered is governed solely by Microsoft’s respective agreements with those parties, and Microsoft disclaims all liability resulting from this Agreement (including any Orders).

1. Licence to Offerings

1.1  Licence grant. The Offerings are licensed and not sold. Upon acceptance of an Order, and subject to the Customer’s compliance with this Agreement and payment of the applicable fees, Filtered grants the Customer a non-exclusive, non-transferable licence for the Customer and its End Users to access and use the ordered Offerings during the applicable Subscription Term, solely for the Customer’s own internal business purposes. This grant is conditional upon the Customer and each End User accepting Filtered’s Website Terms of Use, Privacy Policy and Cookies Policy prior to using the Offerings, and continuing to comply with them for the duration of the Subscription Term.

1.2  Open-source components. The Offerings may contain or be provided with components that are subject to open-source software licences. Use of those components may be subject to additional terms and conditions, and the Customer agrees that any applicable licences governing the use of such components are incorporated into this Agreement by reference.

1.3  Duration of licences. Licences are granted on a subscription basis and expire at the end of the applicable Subscription Term set out in the Order or the Filtered Customer Agreement, unless renewed or extended in accordance with the terms of the Order or that agreement. Filtered does not grant perpetual licences to the Offerings.

1.4  End Users. The Customer will control access to and use of the Offerings by End Users and is responsible for any use of the Offerings that does not comply with this Agreement. Where the Order or the Filtered Customer Agreement permits licence re-use, the Customer may re-assign licences during the Subscription Term to End Users who previously did not have access to the Offerings, in accordance with the licence re-use terms specified there.

1.5  Affiliates. The Customer may order Offerings for use by its Affiliates. If it does, the licences granted to the Customer under this Agreement will apply to such Affiliates, but the Customer will have the sole right to enforce this Agreement against Filtered. The Customer remains responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement and any applicable Orders.

1.6  Reservation of rights. Filtered and its licensors retain ownership of all Intellectual Property Rights in the Offerings, the Platform and the Services. Except as expressly stated in this Agreement, no rights to or in respect of Filtered’s Intellectual Property Rights are granted to the Customer, and no rights will be granted or implied by waiver or estoppel. The Offerings are protected by copyright and other intellectual property laws and international treaties.

1.7  Restrictions. Except as expressly permitted in this Agreement, the Documentation or an Order, the Customer must not (and is not licensed to), and must procure that End Users do not:

(a) copy, modify, reverse engineer, decompile or disassemble any Offering, or attempt to do so;

(b) install or use any third-party software or technology in any way that would subject Filtered’s Intellectual Property Rights or technology to any other licence terms;

(c) work around any technical limitations in an Offering or restrictions in the Documentation;

(d) use an Offering for any unlawful purpose, or otherwise misuse the Platform or any products or services provided as part of the Services;

(e) distribute, sublicense, rent, lease or lend any Offering, in whole or in part, or use it to provide hosting or similar services to any third party; or

(f) access all or any part of an Offering in order to build a product or service which competes with the Offerings.

1.8  Customer materials. The Customer retains ownership of all Intellectual Property Rights in its brand name, logo, registered trade marks, and the materials, tools, specifications, content and data supplied by the Customer to Filtered (“Customer IPR”). The Customer grants Filtered a worldwide, non-exclusive, royalty-free licence to copy and modify the Customer IPR for the Subscription Term for the purpose of providing the Services to the Customer in accordance with this Agreement.

1.9  Feedback. Any Feedback is given voluntarily. The provider grants the recipient, without charge, a non-exclusive licence under the provider’s owned or controlled non-patent Intellectual Property Rights to make, use, modify, distribute and commercialise the Feedback as part of any of the recipient’s products and services, in whole or in part, and without regard to whether the Feedback is marked as confidential. The provider retains all other rights in any Feedback.

2. Privacy and Data Protection

2.1  Compliance. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Section 2 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

2.2  Roles. The parties acknowledge that, for the purposes of the Data Protection Legislation, the Customer is the data controller and Filtered is the data processor of personal data processed by Filtered in performing the Services. Filtered acts as an independent data controller in respect of personal data collected through its website at filtered.com (such as demo requests and enquiries), as described in its Privacy Policy at filtered.com/privacy-policy.

2.3  Processing details. The parties acknowledge and agree that:

(a) the subject matter and nature of the processing is the collection, storage, processing, analysis and presentation of data, using cloud hosting, storage and content delivery services, in order to provide the Offerings and perform Filtered’s obligations under this Agreement;

(b) the duration of the processing is the duration of this Agreement, following which Filtered will erase or delete personal data upon the Customer’s request and in line with Applicable Laws;

(c) the categories of data subjects are the Customer’s employees, End Users, and any individual accessing or using the Services through the Customer’s account or whose information is stored on or collected via the Services;

(d) the types of personal data processed are: name; email address; personal unique identifier; geographic location; written recorded data in relation to the Services; and IT information (user IDs, IP addresses, usage data, cookies data, online navigation data, click data, location data, browser data and records of viewing). Filtered will not process any special category data as defined in the Data Protection Legislation.

2.4  Customer responsibilities. The Customer will ensure that it has all necessary and appropriate consents and notices in place to enable the lawful transfer of personal data to Filtered, and the lawful collection of personal data by Filtered on the Customer’s behalf, for the duration and purposes of this Agreement.

2.5  Instructions. Filtered will not retain, use, sell or otherwise disclose personal data other than as required by Applicable Law or as needed to provide the Offerings and the Services. Filtered will only process personal data in accordance with the Customer’s documented instructions as set out in this Agreement, the applicable Order and, where in force, the Filtered Customer Agreement. Filtered will inform the Customer if, in Filtered’s opinion, an instruction infringes the Data Protection Legislation.

2.6  Security. Filtered will maintain appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss, destruction or damage, appropriate to the harm that might result and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. The Platform is hosted in an ISO 27001 compliant and certified environment, and Filtered is ISO 27001 certified. Filtered will ensure that all personnel who have access to or process personal data are bound by obligations of confidentiality.

2.7  International transfers. Filtered is located in the United Kingdom. Filtered will not transfer personal data outside the UK and the EEA unless appropriate safeguards are in place to ensure an adequate level of protection, including reliance on an applicable adequacy decision or the execution of standard contractual clauses (or the UK equivalent) with the receiving entity, in accordance with the Data Protection Legislation.

2.8  Sub-processors. The Customer consents to Filtered’s use of the sub-processors engaged in the delivery of the Services as at the date of this Agreement: Amazon Web Services (cloud storage and hosting, Ireland); Google LLC (cloud storage and hosting, Ireland); and CSVBox (data management and file upload, Germany), together with any sub-processors listed in the Filtered Customer Agreement or otherwise notified to the Customer. If Filtered appoints an additional sub-processor or replaces an existing one, it will notify the Customer in writing. The Customer may object in writing on reasonable grounds relating to data protection within five (5) Calendar Days of receipt of Filtered’s notice, in which case the parties will discuss the concerns in good faith with a view to achieving a mutually acceptable, commercially reasonable solution. Filtered will ensure its sub-processors are bound by written terms substantially equivalent to this Section 2, and remains fully liable to the Customer for the acts and omissions of its sub-processors.

2.9  Data subject rights and co-operation. Filtered will assist the Customer in responding to requests from data subjects and in ensuring compliance with the Customer’s obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities. If Filtered is contacted by a third party (such as a data subject or a supervisory authority) in respect of personal data concerning the Customer or its End Users, Filtered will not respond without the Customer’s written authorisation, unless required to do so by Applicable Law, in which case Filtered will subsequently notify the Customer and provide a copy of the request unless prohibited by Applicable Law.

2.10  Personal data breach. Filtered will notify the Customer without undue delay on becoming aware of a personal data breach and will provide the information reasonably required for a regulatory notification under the Data Protection Legislation.

2.11  Deletion and return. At the written direction of the Customer, Filtered will delete or return personal data and copies of it on termination or expiry of this Agreement, unless required by Applicable Law to retain it.

2.12  Records and audit information. Filtered will maintain complete and accurate records and information to demonstrate its compliance with this Section 2 and will, on the Customer’s request, provide its ISO 27001 certification and supporting documentation for inspection on an annual basis. The Customer may request information through a security questionnaire or self-attestation.

2.13  Aggregate data. The Customer acknowledges and agrees that Filtered may, in connection with performing the Services, collect and store aggregate, anonymised and non-identifiable data resulting from End Users’ use of the Platform (“Aggregate Data”) for the purpose of compiling statistics and analytic information. Filtered will not use Aggregate Data in any manner that identifies it as the Customer’s data or identifies any data subject. Aggregate Data is not personal data.

2.14  Support data. Filtered may collect and use data provided by or on behalf of the Customer in the course of a support engagement internally to provide technical support for the Offerings, and will not use such data for any other purpose unless otherwise agreed in writing by the parties.

3. Confidentiality

3.1  Confidential Information. Each party recognises that under this Agreement it may receive trade secrets and/or confidential or proprietary information belonging to the other. All such information which is designated as confidential, or which is otherwise clearly confidential in nature (including Customer data, the terms of this Agreement and account authentication credentials), constitutes “Confidential Information”, subject to the exclusions in clause 3.3.

3.2  Obligations. Each party undertakes that it will not, at any time during this Agreement and for a period of two (2) years after its termination or expiry, disclose any of the other party’s Confidential Information to any person, except as permitted by clause 3.3, and will not use the other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement. If a separate non-disclosure agreement is in effect between the parties, that agreement governs the exchange of Confidential Information to the extent of any conflict.

3.3  Permitted disclosures. Each party may disclose the other party’s Confidential Information:

(a) to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know it for the purposes of carrying out that party’s obligations under this Agreement, provided that it ensures those recipients comply with this Section 3;

(b) where the information is in the public domain or becomes public knowledge other than as a result of a breach of this Agreement or any other duty of confidentiality; or

(c) as required by Applicable Laws, a court of competent jurisdiction or any governmental or regulatory authority, provided that the disclosing party promptly notifies and consults with the other party in advance regarding the timing and content of the disclosure, unless prohibited from doing so by Applicable Law.

4. Service Levels and Support

4.1  Availability. Filtered will use commercially reasonable endeavours to ensure that the Platform is available for use by the Customer for 99% of the time, measured on a monthly basis, excluding planned maintenance or upgrade work notified to the Customer at least one (1) Business Day in advance. Filtered’s recovery point objective is the last daily backup, and its recovery time objective is one (1) Business Day.

4.2  Emergency maintenance. Filtered may carry out unscheduled emergency maintenance at any time, using reasonable endeavours to give twenty-four (24) hours’ notice in advance. Emergency maintenance within UK business hours will be limited to a single period of no more than 90 minutes; longer periods will be scheduled outside UK business hours.

4.3  Support. Filtered will provide the Customer with access to its customer support team by email at support@filtered.com during Business Hours, and will use reasonable endeavours to respond within one (1) Business Day and to resolve issues within three (3) Business Days, or within ten (10) Business Days where technical or content changes to the Platform or Services are required. Any further availability or support obligations (including a dedicated account manager) are as set out in the Filtered Customer Agreement or the applicable Order.

5. Verifying Compliance

5.1  Customer records. The Customer will keep reasonable records relating to its and its Affiliates’ use of the Offerings, including the number of End Users. Filtered will provide the Customer with reports on Platform usage by the Customer’s End Users, or as otherwise agreed between the parties from time to time. If usage exceeds the licences granted under the applicable Order, the Customer must promptly order sufficient additional licences to cover the excess use.

5.2  Filtered compliance information. On request, Filtered will make available to the Customer the information reasonably necessary to demonstrate compliance with its obligations under Section 2 (Privacy and Data Protection), including its ISO 27001 certification and documentation as described in clause 2.12.

6. Representations and Warranties

6.1  Filtered warranties. Filtered represents and warrants that:

(a) it has full rights and authority to enter into and perform under this Agreement and to grant the rights in it;

(b) its performance will not violate any agreement or obligation between it and any third party;

(c) it will supply the Services using commercially reasonable endeavours and the Offerings will substantially conform to the Documentation;

(d) to the best of its knowledge, the Offerings will not infringe or violate any third-party Intellectual Property Rights, and will not contain viruses or other malicious code that will degrade or infect any products, services, software or the Customer’s network or systems; and

(e) in performing under this Agreement, it will comply with Applicable Laws, including the Data Protection Legislation and applicable anti-bribery and anti-corruption laws.

6.2  Customer warranties. The Customer represents and warrants that it will comply with Applicable Laws with respect to its activities under this Agreement, and that it will ensure its network and systems comply with any relevant specifications provided by Filtered from time to time and are adequately maintained.

6.3  Disclaimer. Except as expressly and specifically provided in this Agreement, the Offerings and the Services are provided on an “as is” basis, and all warranties, representations, conditions and other terms of any kind implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from this Agreement, including any implied terms of merchantability or fitness for a particular purpose. Filtered has no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Filtered by the Customer, or for any actions taken at the Customer’s direction.

7. Defence of Third-Party Claims

7.1  By the Customer. The Customer will indemnify Filtered in full against any sums awarded by a court against Filtered arising out of or in connection with any claim brought against Filtered for infringement of a third party’s rights (including Intellectual Property Rights) arising out of or in connection with Filtered’s receipt or use of the Customer IPR, or arising from the Customer’s or any End User’s breach of this Agreement.

7.2  Conduct of claims. Filtered must provide the Customer with prompt written notice of any claim within the scope of clause 7.1 and allow the Customer the right to assume the exclusive defence and control of the claim, and must co-operate with reasonable requests to assist the Customer’s defence and settlement of the matter. Filtered is free to choose its own counsel at its own cost. No settlement admitting fault on the part of Filtered, or imposing obligations on it other than the payment of money, may be entered into without Filtered’s written consent, not to be unreasonably withheld.

8. Limitation of Liability

8.1  Unlimited liabilities. Nothing in this Agreement limits or excludes either party’s liability for: (a) death or personal injury caused by that party’s negligence or that of its personnel, agents or sub-contractors; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by Applicable Law.

8.2  Excluded losses. Subject to clause 8.1, neither party will be liable to the other, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with this Agreement, for: loss of profits; loss of agreements or contracts; loss of use or corruption of software, data or information; loss of or damage to goodwill; or any indirect or consequential loss.

8.3  Liability cap. Subject to clauses 8.1 and 8.2, and save in relation to any indemnity given under this Agreement, each party’s total aggregate liability to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with this Agreement in any twelve (12) month period is limited to 100% of the fees paid or payable by the Customer to Filtered in relation to that twelve (12) month period.

9. Pricing and Payment

9.1  Marketplace transactions. Where the Customer procures Offerings through the Marketplace, Microsoft will invoice and charge the Customer under the terms of the Microsoft Commercial Marketplace Terms of Use and the applicable Order.

9.2  Direct transactions. Where fees are payable directly to Filtered under a Filtered Customer Agreement or an Order, unless stated otherwise there: all amounts are payable in pounds sterling, are non-refundable, and are exclusive of value added tax and any applicable sales taxes, which will be added to invoices at the appropriate rate. If Filtered does not receive payment within thirty (30) Calendar Days after the due date, Filtered may, without liability, disable the Customer’s and its End Users’ access to the Platform until the invoice is paid, and interest will accrue daily on overdue amounts at an annual rate of 3% over the then-current base lending rate of the Bank of England, from the due date until payment in full, whether before or after judgment.

10. Term, Termination and Suspension

10.1  Term. This Agreement takes effect on the earlier of the Customer’s acceptance of it and the Customer’s first use of an Offering, and continues for the duration of the Subscription Term of each Order, including any renewal or extension provided for in the Order or the Filtered Customer Agreement.

10.2  Termination for cause. Without affecting any other right or remedy available to it, either party may terminate this Agreement or any Order with immediate effect by written notice to the other party if the other party:

(a) commits a material breach of any term of this Agreement which is irremediable or (if remediable) fails to remedy that breach within twenty-eight (28) Calendar Days after being notified in writing to do so;

(b) commits a series of three (3) or more non-material breaches of any terms of this Agreement in any six (6) month period and fails to remedy all such breaches within twenty-eight (28) Calendar Days after being notified in writing to do so; or

(c) experiences an insolvency event, is deemed unable to pay its debts as they fall due, or suspends or ceases (or threatens to suspend or cease) to carry on a significant part of its business.

10.3  Effect of termination. On termination or expiry of this Agreement: (a) the Customer must immediately cease, and procure that its End Users cease, using the Platform, the Offerings and the Services; (b) the Customer must pay all outstanding unpaid invoices (and interest, if applicable), and Filtered may invoice for Services supplied but not yet invoiced, payable immediately on receipt; (c) any provision of this Agreement that expressly or by implication is intended to continue in force after termination or expiry remains in full force and effect, including indemnity obligations, confidentiality and this Section 10; and (d) termination or expiry does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to that date, including the right to claim damages for any breach existing at or before termination or expiry.

10.4  Suspension. Filtered may suspend provision of the Offerings, in whole or in part, immediately on written notice to the Customer: (a) where Filtered is entitled to terminate this Agreement; (b) where the Customer or any End User is misusing the Platform or any products or services provided as part of the Services; (c) to carry out emergency upgrading or maintenance work; or (d) to comply with an order of a government or other competent authority, or with a requirement of any third party without whom the Offerings cannot be provided in full. During any suspension, the Customer must cease, and procure that its End Users cease, using the Platform and the Services. Suspension will be limited to the extent reasonably necessary.

11. General

11.1  Entire agreement and order of precedence. This Agreement, together with the documents referred to in it, constitutes the entire agreement between the parties in respect of its subject matter and supersedes all previous or contemporaneous representations, warranties and agreements relating to it. If there is any conflict or ambiguity between the documents governing the Customer’s use of the Offerings, the following order of precedence applies: (a) the Filtered Customer Agreement (including its Commercial Terms Sheet and Schedules), where in force; (b) the applicable Order; (c) this Agreement; (d) the Website Terms of Use, Privacy Policy and Cookies Policy; and (e) the Documentation.

11.2  Misrepresentation. Each party agrees that it has no remedies in respect of any statement, representation, warranty or understanding (whether made innocently or negligently) that is not expressly set out in this Agreement, and that it has no claim for innocent or negligent misrepresentation based on any statement other than as set out in this Agreement.

11.3  Variation. No variation of this Agreement is effective unless it is in writing and agreed by the parties. Filtered will not change the terms of this Agreement, including its privacy terms, during the Subscription Term of an Order, unless otherwise agreed in writing by both parties.

11.4  Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing, and is not a waiver of any subsequent breach or default.

11.5  Severance. If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it is deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision is deemed deleted. Any modification or deletion under this clause does not affect the validity and enforceability of the rest of this Agreement.

11.6  Notices. Any notice given under or in connection with this Agreement must be in writing and delivered by hand, by pre-paid first-class post or other next working day delivery service to the recipient’s registered office, or sent by email. Notices to Filtered must be sent to Filtered Technologies Limited, 86-90 Paul Street, London, EC2A 4NE, or by email to support@filtered.com. Notices to the Customer will be sent to the address or email identified in the Order or on the Customer’s account. A notice is deemed received: if delivered by hand, at the time it is left at the proper address; if sent by post, at 9.00 am on the second Business Day after posting; and if sent by email, at the time of transmission, or, if outside Business Hours in the place of receipt, when Business Hours resume.

11.7  Assignment. Neither party may assign, transfer, charge or sub-contract any of its rights or obligations under this Agreement without the other party’s prior written consent, save that either party may assign this Agreement without consent in connection with a merger, reorganisation, acquisition or transfer of all or substantially all of its assets, provided it notifies the other party in writing. Assignment does not relieve the assigning party of its obligations, and any attempted assignment in breach of this clause is void.

11.8  No partnership or agency. Nothing in this Agreement establishes any partnership or joint venture between the parties, constitutes either party the agent of the other, or authorises either party to make or enter into commitments on behalf of the other. Each party confirms it is acting on its own behalf and not for the benefit of any other person, and each party is free to enter into agreements to license, use and promote the services of others.

11.9  Third-party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

11.10  Force majeure. Neither party is in breach of this Agreement, nor liable for delay in performing or failure to perform any of its obligations, if the delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for thirty (30) Calendar Days, the party not affected may terminate this Agreement by giving seven (7) Calendar Days’ written notice to the affected party.

11.11  Compliance with laws. Each party will comply with Applicable Laws at all times, including laws relating to export controls, anti-corruption and anti-money laundering, and will obtain and maintain any approvals, licences, filings or registrations necessary to its performance. By accepting this Agreement, the Customer represents that it has complied and will comply with all applicable government procurement laws and regulations, that it is authorised to enter into this Agreement, and that this Agreement satisfies all applicable procurement requirements.

11.12  Language and construction. This Agreement is in English only, and any translation is for reference and without legal effect. Any words following the terms including, include, in particular or for example are illustrative and do not limit the sense of the preceding words. A reference to writing or written includes email. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes any subordinate legislation made under it.

11.13  Governing law and jurisdiction. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation is governed by and construed in accordance with the laws of England and Wales, and each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

12. Definitions

“Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than 50% of the voting securities in an entity or the power to direct its management and policies.

“Applicable Laws” means all applicable laws, statutes, regulations and codes from time to time in force, including those relating to data protection, anti-bribery and corruption, and anti-slavery and human trafficking.

“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Business Hours” means 09:00 to 18:00 GMT/BST on a Business Day.

“Calendar Day” means each day of the week, including Saturdays, Sundays and public holidays in England.

“Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the EU General Data Protection Regulation 2016/679, the California Consumer Privacy Act 2018 and any other applicable legislation and regulatory requirements in force from time to time relating to the use of personal data, together with the guidance and codes of practice issued by the relevant data protection or supervisory authorities. The terms data controller, data processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures have the meanings given in the Data Protection Legislation.

“Documentation” means the user guides, specifications and other written or electronic materials that Filtered makes available for, or that result from use of, the Offerings.

“EEA” means the countries in the European Economic Area and, for the purposes of this Agreement, also includes Iceland, Liechtenstein, Norway and Switzerland.

“End User” means any person the Customer permits to access or use an Offering.

“Feedback” means ideas, suggestions, comments, input or know-how, in any form, that one party provides to the other in relation to the recipient’s products or services.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, including all applications, renewals and extensions of such rights, and all similar or equivalent rights or forms of protection which subsist now or in the future in any part of the world.

“Offering” means the services, websites, solutions, platforms and products identified in an Order that Filtered makes available under or in relation to this Agreement, including the Platform and the software, equipment, technology and services necessary for Filtered to provide them.

“Order” means an ordering document used to transact an Offering via the Marketplace, or the Commercial Terms Sheet and Work Order forming part of a Filtered Customer Agreement, as applicable.

“Platform” means the Filtered platform subscribed to by the Customer, whether Connective Intelligence, a learning experience platform or the Filtered content library platform, as identified in the applicable Order or Filtered Customer Agreement.

“Services” means the services provided by Filtered through or in connection with the Platform, as described in the applicable Order or Filtered Customer Agreement.

“Subscription Term” means the subscription period set out in the applicable Order or Filtered Customer Agreement, including any extension or renewal.

“UK GDPR” means the United Kingdom’s version of the EU General Data Protection Regulation, as amended and transposed into UK law by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419).

Filtered Technologies Limited | Registered in England and Wales, Company No. 06888906 | 86-90 Paul Street, London, EC2A 4NE | filtered.com