3.1.1. where the Client indicates to Narwhal Group that it wishes to procure the Services (whether through direct communication or via interaction with an online form or portal on a website operated by the Narwhal Group), Narwhal Group shall provide or make available to the Client a Statement of Work;
3.1.2. Narwhal Group may provide the Statement of Work in any format that it considers appropriate, including via an online form, portal, web page or downloadable document on its website;
3.1.3. the parties shall then discuss and agree that Statement of Work; and
3.1.4. both parties shall sign the Statement of Work when it is agreed, and Narwhal Group shall not be obliged to provide the Services until the Statement of Work has been signed.

4.1.1. use reasonable endeavours to provide the Services and the Deliverables to the Client in accordance with the Statement of Work in all material respects;
4.1.2. use reasonable endeavours to act in accordance with all reasonable instructions provided that Narwhal Group considers (acting reasonably) is necessary to deliver the Services in accordance with the Statement of Work;
4.1.3. use reasonable endeavours to meet any performance dates specific in a Statement of Work but any such dates shall be estimates only and time for performance by Narwhal Group shall not be of the essence of this Contract; and
4.1.4. be entitled to perform any of the obligations undertaken by it through suitably qualified and skilled sub-contractors. Any act or omission of such sub-contractor shall, for the purposes of the Contract, be deemed to be an act or omission of Narwhal Group.

5.1.1. pay all Fees and any other charges agreed with Narwhal Group in accordance with this Contract;
5.1.2. co-operate with Narwhal Group in all matters relating to the Services;
5.1.3. appoint a manager in respect of the Services to be performed under each Statement of Work who may be identified in the Statement of Work or otherwise agreed between the parties. That person shall have authority to contractually bind the Client on all matters relating to the Services (including by signing Change Orders);
5.1.4. provide, for Narwhal Group, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's electronic systems, data and materials, including any such access as is specified in a Statement of Work, reasonably required by Narwhal Group to perform the Services;
5.1.5. provide to Narwhal Group in a timely manner all Customer Materials or other documents, information, items and materials in any form (whether owned by the Client or a third party) required under a Statement of Work or otherwise reasonably required by Narwhal Group in connection with the Services and ensure that they are accurate and complete;
5.1.6. in relation to the Client's Website, the Client shall:5.1.7. ensure that all information provided to Narwhal Group is complete and accurate in all material respects; and
5.1.8. comply with any additional responsibilities of the Client as set out in the relevant Statement of Work.

6.1.1. the Services or Deliverables;
6.1.2. the Fees;
6.1.3. the timetable for the Services; and
6.1.4. any other terms of the relevant Statement of Work, and
Narwhal Group may provide the Change Order in any format that it considers appropriate, including via an online form, portal, web page or downloadable document on its website.

6.3.1. it shall notify Narwhal Group and provide as much detail as Narwhal Group reasonable requires of the proposed changes, including the timing of the proposed change; and
6.3.2. Narwhal shall, as soon as reasonably practicable after receiving the information at clause 6.3.1, provide a draft Change Order to the Client.

7.2.1. on a per-order basis, where the Client pays for Services individually as ordered, in which case the applicable Fees shall be set out in the relevant Statement of Work ("Order-Based Fees");
7.2.2. on a Subscription basis, where the Client subscribes to ongoing Services for a fixed term and recurring fee, in which case the Fees shall be as set out in the relevant Statement of Work ("Subscription Fees"); or
7.2.3. in the case of AgenticAI Services, on a usage basis where the Client pays per Campaign in accordance with the estimated Campaign fees and charging mechanism set out in Schedule 4 (AgenticAI Services) and the relevant Statement of Work.

7.3.1. VAT (or equivalent sales tax), which shall be payable by the Client to Narwhal Group on receipt of a valid VAT invoice.
7.3.2. out of pocket expenses (which are to be agreed in advance by the parties);
7.3.3. the provision of the Services in languages other than English;
7.3.4. surcharges for payment methods, taxes and duties, which shall be charged in addition to Narwhal Group's standard Fees.

7.6.1. pay all invoices in full without deduction or set-off, in cleared funds within 7 days of the date of each invoice (unless otherwise stated in the Statement of Work);
7.6.2. pay all invoices to the bank account nominated by Narwhal Group via the agreed payment method, either BACs, credit or debit card or a payment processing provider such as Stripe or Go Cardless ("Payment Providers"); and
7.6.3. the Client warrants and represents that where it pays the Fees by credit card, debit card or a Payment Provider that there are sufficient funds on any credit card, debit card or bank account registered with Narwhal Group to pay for all Fees and any charges payable under this Contract.

7.8.1. Narwhal Group may suspend all or any of its obligations under these Conditions until the payment is received after giving at least 7 days' notice to the Client of its intention to suspend with reasons. Any period of suspension will entitle Narwhal Group to any reasonable costs it incurs as well as an extension of time for completion of the Services;
7.8.2. Narwhal Group may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of the Bank of England from time to time in force; and
7.8.3. interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.

8.12.1. notify the indemnifying party in writing of any claim against it in respect of which it wishes to rely on the indemnify ("IPR Claim");
8.12.2. allow the indemnifying party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the indemnifying party shall obtain the indemnified party's prior approval of any settlement terms, such approval not to be unreasonably withheld;
8.12.3. provide the indemnifying party with such reasonable assistance regarding the IPRs Claim as is required by the indemnifying party, subject to reimbursement by the indemnifying party of the indemnified party's costs so incurred; and
8.12.4. not, without prior consultation with the indemnifying party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the indemnifying party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the indemnified party into disrepute.

9.5.1. unless required to do otherwise by Applicable Laws, only process the personal data in accordance with the Client's documented instructions and in accordance with clause 9.4 of this Agreement;
9.5.2. taking into account the nature of the processing, implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
9.5.3. not, without the prior written consent of the Client, transfer any personal data to a country or territory outside the United Kingdom unless such country or territory has been deemed to provide an adequate level of protection to personal data or adequate contractual or other assurances have first been put in place such as will enable each party to comply with the requirements of the Data Protection Legislation;
9.5.4. take reasonable steps to ensure the reliability of its personnel who have access to any personal data and ensure that personal data shall only be accessible by its personnel to the extent they need to know or require access for the purpose of properly performing their duties in relation to this Contract and who, are bound to maintain its confidentiality;
9.5.5. prior to any sub-processor authorised in accordance with clause 9.5.12 carrying out any processing activities in respect of the personal data, appoint each sub-processor under a written contract containing materially the same obligations as under this clause 9 that is enforceable by Narwhal Group;
9.5.6. remain fully liable for all the acts and omissions of each sub-processor as if they were its own;
9.5.7. notify the Client without undue delay of any personal data breach that it becomes aware of and provide reasonable assistance to the Client in respect of any such personal data breach;
9.5.8. within thirty (30) days of the end of the Term, on the written instructions of the Client, delete or return all personal data processed in relation to this Contract, unless Narwhal Group is required to retain the personal data to comply with Applicable Laws;
9.5.9. subject to the Client paying Narwhal Group's reasonable costs (unless prohibited by Applicable Law), provide such cooperation and assistance to the Client as the Client reasonably requires (taking into account the nature of processing and the information available to Narwhal Group) in ensuring compliance with:9.5.10. the Client's obligations to:9.5.11. make available to the Client such information that is in its possession or control as is necessary to demonstrate Narwhal Group's compliance with the obligations placed on it under this clause 9 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the UK GDPR (and under any Data Protection Legislation equivalent to that Article 28), and allow for audits at the Client's cost, by the Client (or another auditor mandated by the Customer) for this purpose (subject to Client providing no less than thirty (30) days' prior written notice of such audit and a maximum of one (1) audit request in any twelve (12) month period under this Clause 9.5.11).

9.5.12.1. appoint processors to process the personal data, provided that Narwhal Group:

9.7.1. Personal data provided by the Client to Narwhal Group for use in conjunction with the Services shall comply in all respects, including in terms of its collection, storage and processing, with Data Protection Legislation; and
9.7.2. instructions given by it to Narwhal Group in respect of the personal data shall at all times be in accordance with Data Protection Legislation.

10.2.1. disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Contract, provided that such party ensures that each Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 10 as if it were a party;
10.2.2. disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
10.2.3. use Confidential Information only to perform any obligations under this Contract.

11.2.1. all of that party's personnel;
11.2.2. all others associated with that party; and
11.2.3. all of that party's sub-contractors; involved in performing the Contract so comply.

15.2.1. clause 8.11 (Client IPR indemnity); and
15.2.2. clause 9.6 (data subject claims).

15.3.1. death or personal injury caused by negligence;
15.3.2. fraud or fraudulent misrepresentation; and
15.3.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

15.5.1. loss of profits;
15.5.2. loss of or anticipated savings;
15.5.3. loss of revenue;
15.5.4. loss or damage to reputation or goodwill;
15.5.5. loss of opportunity;
15.5.6. any losses arising from or in connection with any processing by Narwhal Group or sub-processor pursuant to any unlawful processing instruction given by the Client that infringes Data Protection Legislation;
15.5.7. any loss or corruption of data or information,
in each case whether direct, indirect, special or consequential loss or damage; or
15.5.8. for any other indirect, special or consequential loss or damage.

16.1.1. the other party commits a material breach of any of the provisions of the Contract and, if the breach is capable of remedy, fails to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
16.1.2. the other party repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;
16.1.3. an encumbrancer takes possession, or where the other party is a company, a receiver is appointed, of any of the property or assets of that other party;
16.1.4. the other party makes any voluntary arrangement with its creditors or being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
16.1.5. the other party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that Narwhal Group resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under the Contract);
16.1.6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party;
16.1.7. that other party ceases, or threatens to cease, to carry on business;
16.1.8. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy; or
16.1.9. control of that other party is acquired by any person or connected persons not having control of that other Party on the date of the Contract. For the purposes of this clause 16, 'control' and 'connected persons' shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

16.4.1. Narwhal Group shall immediately stop the performance of all Services;
16.4.2. the Client shall immediately pay to Narwhal Group all of the Narwhal Group's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Narwhal Group may submit an invoice, which shall be payable immediately on receipt;
16.4.3. the parties shall within 5 Business Days return any materials of the other party then in its possession or control;
16.4.4. all rights granted to the Client under this Contract shall immediately cease; and
16.4.5. the Client shall ensure it removes any website reporting or software access previously provided to Narwhal Group.

5.1. Hotkey appointments: Narwhal Group may set Appointments via the agreed live transfer protocol;
5.2. Direct calendar booking: Narwhal Group may set Appointments by directly booking them into the Client's calendar;
5.3. Face to face appointments: Narwhal Group may set Appointments on a face to face basis; and
5.4. Virtual appointments: Narwhal Group may set Appointments on a virtual basis.

2.1. Narwhal Group shall provide the Platform to the Client for the Permitted Purpose on and subject to the terms of this Agreement.
2.2. The Client shall be entitled to use the Platform on and subject to the terms of this Agreement.

8.1. comply with any other terms, instructions, restrictions, and limitations of receiving the AgenticAI Services set out within the Specification and any other usage documentation which may be supplied by Narwhal Group to the Client from time to time;
8.2. comply with all applies with all Applicable Law relating to its use of the Platform and the Client shall not use the Platform for any unlawful purposes; and
8.3. actively cooperate with Narwhal Group to resolve any problems that occur in relation to its access to or use of the Platform including, without limitation, providing any information and assistance which Narwhal Group may reasonably require.

9.1. it has and will continue to comply with all applicable Data Protection Legislation in respect of its use of the Platform and any personal data that is processed; and
9.2. it has obtained and will continue to obtain all consents, licenses and permissions in relation to any personal data it provides or otherwise makes available to the Platform.

15.1. the Client complies with the terms of this Agreement and procures that the Authorised Users comply with the terms of this Agreement;
15.2. the Client shall be liable for all acts and omissions of any Authorised User and shall indemnity Narwhal Group against all losses incurred or suffered by Narwhal Group, or which Narwhal Group may become liable, arising out of any act or omission of any Authorised user;
15.3. all Fees are paid on or before the due date for such Fees; and
15.4. the Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform (whether or not by an Authorised User) and notify Narwhal Group promptly of any such unauthorised access or use.

16.1. use, copy, modify, adapt, correct error, or create derivative works from the Platform;
16.2. decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Platform or any part thereof;
16.3. assign, sub-licence, lease, resell, distribute or otherwise deal in or encumber the Platform;
16.4. access or use the Platform, or permit it to be accessed or used, on behalf of any third party or otherwise than for the Permitted Purpose; or
16.5. attempt to circumvent or interfere with any security feature of the Platform.

17.1. submitted lawfully and without infringement of any Intellectual Property Rights of any person;
17.2. free of virus, trojan, malwares or any similar malicious codes;
17.3. provided with the necessary consent of any third party;
17.4. not defamatory or likely to give rise to an allegation of defamation;
17.5. not obscene, seditious, vulgar, pornographic, sexually explicit, discriminatory or deceptive;
17.6. not abusive, threatening, offensive, harassing or invasive of privacy;
17.7. not racist, sexist or xenophobic;
17.8. not liable to offend religious sentiments or deeply held beliefs; and
17.9. unlikely to cause offence, embarrassment or annoyance to any person.