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Multiverse & Infiniverse T&Cs

These Terms of Service (these “Terms ”), apply to Multiverse & Infiniverse (all known here as “Metaverse Services”) as otherwise enabled by Future Tech Labs.

This functionality is provided by Future Tech Labs Limited, located at 20 Nugent Road, Surrey Research Park, Guildford, GU2 7AF, Surrey, UK (“FTL”, “us”, “we”, or “our”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. Please note that other terms and conditions of FTL also apply – please see all listed Terms of Service & Privacy Policy.

We may update these Terms from time to time and you should regularly check to see if any changes have been made. Ongoing use following such changes or notification will be deemed acceptance of the changes.


Metaverse Services


Multiverse & Infiniverse - Terms of Use


  1. Future Tech Labs Limited with registered office Unit 4 Ardington Courtyard Roke Lane, Witley, Surrey, United Kingdom, GU8 5NFand registered number 10485908 (“FTL”, “us”, “we”, or “our”); and

  2. the Customer as identified in the Order  (“Customer”, “you”, “your”)


  • FTL has developed and operates certain software platforms, and associated products and services (the “Services” as further defined below) which it makes available to customers to design, build and host metaverse spaces or locations. 

  • The Customer wishes to use FTL's Services and FTL will provide the Services subject to the terms and conditions of this Agreement.

  • The relevant Order and these Terms of Use, which include any other terms, policies, guides or other documents specifically referenced, amount to a legally binding contract or “Agreement” between you as the Customer and FTL, regarding your use of the Service.

  1. Interpretation

    1. In this Agreement, unless the contrary intention appears:

      Agreement” means these terms and conditions together with the Order, schedules, annexes and all other terms, policies, guides or other documents referred to herein; 

      "Authorised Users" means those employees, agents, contractors or other authorised third parties of the Customer who use the Services on behalf of the Customer;

      Customer” means the company or other legal person or entity identified in the Order; 

      Customer Location” means the metaverse, location, site, environment or other space created, adapted or hosted as an output of or via the use of the Services;

      Customer Materials” means all content, materials, assets, video, text, pictures, images, sound, music, recordings, graphics, data, software, code, tools, information, or other items uploaded and/or used in conjunction with the Platform, as inputted or provided by the Customer, its Authorised Users, or otherwise on its behalf; 

      Customer System” means the Customer’s own systems, databases or other tools or functionality that it may wish to use to enable it to interact with the Platform,  including to input or manage Customer Materials;

      Fees” means the fees for the Services as specified in the Order according to the package selected or as otherwise agreed; 

      Force Majeure Event” means any event or sequence of events beyond a party’s reasonable control and which prevents it from, or delays it in, performing its obligations under this Agreement, including (a) an act of God, flood, storm, drought, earthquake, or other natural disaster; (b) adverse weather conditions; (c) any cause or event arising out of or attributable to war, civil commotion or terrorist activity (or threat thereof); (d) any law, or any governmental order, rule or regulation; (e) fire or explosion; (f) labour dispute including strikes, industrial action, lockouts or boycott; (g) a shortage of raw materials; (h) power outages, blockages, or internet or telecoms failure; and (i) any epidemic or pandemic and compliance with any applicable governmental guidelines designed to prevent the spread of the relevant disease;

      Initial Term” means the initial term of the relevant subscription as set out in the Order;

      "Intellectual Property Rights" means all intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including copyright, database rights, confidential information, patents, trademarks, service marks, trade names, design rights, moral rights, business names, domain names and other similar rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;

      Laws” means any applicable legislation, regulation, by law, ordinance, subordinate legislation, code of practice, published guidance and other requirement of any relevant government or governmental agency; 

      Order” means the specific order for Services agreed between the parties as part of the registration, subscription or other order process; 

      Platform” means the FTL software and/or hosting platform, via which the Services are made available, including all versions, amendments and improvements thereto and/or any other tools, methods, models, know how, code, functionality or other elements owned or developed by FTL;

      Platform Data” means all usage and/or statistical or other data, information, learnings or know how related to and/or derived from the use of the Platform by customers and users, only in anonymised and aggregated form, and at all times not including Customer Materials or Customer Confidential Information.

      Renewal Term” means the renewal term of the relevant subscription as set out in clause 11;

      "Services" means the design and build tools, hosting and/or other services provided by FTL via the Platform, as itemised in the Order, allowing the Customer to access and use the Platform in accordance with the relevant subscription package, including to create, adapt or host a Customer Location;

      Start Date” means the start date of the subscription as set out in the Order;

      Term” means the Initial Term and any Renewal Term as provided for in clause 11; 

      Third Party Items” means third party data, services, content, assets or other third party materials, items or rights used by FTL in the provision of the Services; 

      Working Day” means any day other than a Saturday, a Sunday or a day which is a public or bank holiday in England and Wales. 

    2. In this Agreement, unless the context otherwise requires: words importing a gender include any other gender; words in the singular include the plural and vice versa; a reference to a person shall include a company, partnership, joint venture, association, corporation or other body corporate; a reference to any Law or standard shall include a reference to that Law or standard as amended, extended, consolidated or re-enacted from time to time; a reference to a document shall include all authorised amendments, supplements to and replacements to that document; a reference to the parties shall include their permitted successors and assigns; where a word or a phrase is given a particular meaning, other grammatical forms of that word or phrase shall have corresponding meanings; and the words ‘include’, ‘including’, ‘for example’ or similar words shall be construed as illustrative and without limitation to the generality of the related words.

    3. The headings are inserted for convenience only and shall not affect the construction of this Agreement.

    4. Unless otherwise stated a reference to a clause or a schedule or a party is a reference to a clause in or a schedule to or a party to this Agreement.

    5. This Agreement was drafted with the joint participation of the parties and no provisions of this Agreement will be construed adversely to a party solely on the ground that such party was responsible for the preparation of this Agreement.


    1. Subject to submission and acceptance of a relevant Order, and receipt of the Fees in accordance with the relevant payment terms, FTL will provide the Services in accordance with the relevant Order.

    2. To the extent necessary to provide the Services, FTL grants to the Customer a non-exclusive , non-transferable, royalty free right to use the Platform in accordance with the permissions, restrictions and other details set out in the Order, solely for the Customer's own purposes in relation to the receipt of the Services, subject to the terms and conditions of this Agreement.

    3. The rights and services provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Customer.


    1. FTL shall provide the Services with all reasonable skill and care and good industry practice, with respect to its activities under this Agreement.

    2. FTL warrants and represents that:

      1. it has full right, power and authority to enter into this Agreement;

      2. it has all the rights, licences, permits, approvals and clearance of third party rights as are necessary to perform its obligations and grant the relevant rights under this Agreement; and

      3. the Platform and Services will, to the best of its knowledge, contain nothing that infringes the statutory, common law, or Intellectual Property Rights of any third party.

    3. FTL's obligations and warranties with regard to the Services and other provisions of this Agreement shall not apply to the extent of any non-conformance which is caused: by use of the Services or Platform contrary to the terms of the Agreement and/or FTL's reasonable instructions; by combination or integration of the Services with any third party or Customer Systems or services contrary to the terms of the Agreement; by the Customer Materials or Customer System; or by other Customer breach of the Agreement.

    4. In any event, FTL:

      1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; and

      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and

      3. makes no warranties or other assurances as to the fitness for purpose of the Services or Platform nor that they will meet the Customer's  specific requirements or produce any specific business benefits, nor create any revenue or other benefits, and the Customer assumes sole responsibility for results obtained from the use of the Services and the Platform by the Customer, and acknowledges that the Services and results do not amount to advice or recommendations, and are used at the Customers own risk;

      4. is not responsible for the content or accuracy of any Third Party Items used, referred to or incorporated in the provision of the Services and the outputs

    5. Save as expressly set out in this Agreement, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement whether by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose.


    1. The Customer shall: 

      1. provide FTL with all necessary co-operation in relation to this Agreement, as may reasonably be required by FTL in order to provide the Services; 

      2. carry out all other of the Customer’s responsibilities as set out in this Agreement in a timely and efficient manner (other than making payment which shall be as required under clause 6); 

      3. and hereby does accept responsibility for the selection of the Services to achieve its intended results; 

      4. comply with all applicable Laws with respect to its activities under this Agreement; 

      5. obtain and shall maintain all necessary licences, consents, and permissions, including in relation to the Customer Materials and Authorised Users, as necessary for FTL to perform its obligations under this Agreement; 

      6. have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Materials and their input and use within the Platform; and

      7. have sole responsibility for the operation, publishing, legality and compliance of the Customer Location.

      8. provide access to the Platform to no persons other than to its Authorised Users;

      9. procure that each Authorised User keeps secure the password and account details for their use of the Platform, and that such password is kept confidential;

      10. be responsible for all activities that occur under the Customer's account, and for any access to or use of the Platform including submission of Customer Materials or other data by any person or entity using the account or any password whether or not such access, submission or use has been authorised by the Customer;

      11. ensure that it takes all necessary steps to prevent any unauthorised access to, or use of, the Platform or Services and if it believes that there has been any such unauthorised access or use, or any breach of security such as the disclosure, theft or unauthorised use of any username or password, it will notify FTL immediately; 

      12. ensure that the Authorised Users are notified of the relevant terms, rules or restrictions relating to their usage and access of the Platform and/or Services, and in any event that they use the Platform and/or Services in accordance with the terms and conditions of this Agreement, and the Customer shall be responsible for any Authorised User’s breach of this Agreement.

    2. The Customer shall not and shall not permit any third party to:

      1. attempt to download, copy, modify, create derivative works from, frame, mirror, republish or distribute any portion of the Platform except to the extent expressly set out in this Agreement; or

      2. attempt to copy, adapt, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or

      3. use any knowledge or information acquired in relation to the Platform or Services in order to build a product or service which competes with the Platform and/or the Services;

      4. resell, sublicense or otherwise use the Platform or Services to provide services to third parties, unless otherwise specifically agreed in writing; 

      5. attempt to obtain, or assist third parties other than Authorised Users, in obtaining, access to the Platform or Services;

      6. upload to the Services and/or Platform or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;

      7. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or Platform or networks connected to the Platform, or otherwise interfere with or disrupt the operation of any of the Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;

    3. The Customer warrants and represents that:

      1. it, and its representative signing up to the Agreement, has full right, power and authority to enter into this Agreement;

      2. it has all the rights, licences, permits, approvals and clearance of third party rights as required by the Laws and as are necessary to perform its obligations under this Agreement; and

      3. the Customer Materials and Customer Location will contain nothing that infringes the statutory, common law, Intellectual Property Rights or other rights of any third party, and the same shall not, nor shall the Customer otherwise use the Services or Platform in a way that could be unlawful, harmful, threatening, defamatory, obscene, indecent, infringing, discriminatory, hateful, abusive, harassing or racially or ethnically offensive, facilitate illegal activity, or be in breach of any confidentiality.


    1. In connection with its supply of the Services, FTL may be required to process personal data on behalf of the Customer. In such circumstances the parties will each comply with the terms and conditions of Schedule 1 – the Data Processing Schedule.

  6. FEES 

    1. The non-refundable Fees to be paid by the Customer to FTL for providing the Services are those stated in the Order, and will be paid in advance of the relevant subscription period or if agreed otherwise, within 30 days of invoice.

    2. The Fees may be changed by agreement during the Term in the event that the Customer wishes to change the type or level of Services provided.

    3. All sums payable under the Agreement will be paid by electronic transfer or relevant card payment to FTL's bank account or such bank account FTL may specify from time to time. Any charges on payments will be at the Customer's expense.

    4. All sums payable under this Agreement are exclusive of VAT which will be payable in addition to the sum in question at the rate and in the manner prevailing at the relevant tax point.

    5. If you authorise payment of the Fees by bank or credit card, the Fees will be paid in advance and collected using your authorised payment method. 

    6. AUTO RENEWAL: Unless you cancel your subscription before the renewal date, you authorise us to charge your next subscription period Fee to your authorised payment method. You authorise us to continue billing the payment method until termination or cancellation. 

    7. If a payment is not successfully taken, due to card expiry, insufficient funds, or otherwise, we may suspend your access to the Services. You remain responsible for any uncollected amounts.

    8. If any sums due under this Agreement are not paid when due FTL may charge interest in respect of those sums from the date due until payment is made in full (before and after any judgment) at 4% per annum over FTL’s banks’ base rate from time to time accruing on a daily basis, and FTL may suspend the Customer's access to the Platform and/or Services.


    1. Subject to clause 7.2, the Customer acknowledges and agrees that FTL and/or its licensors own all Intellectual Property Rights in the Platform, Services,  Platform Data and Third Party Items. Except as stated in this Agreement FTL, does not grant the Customer any rights in respect of the Platform, Services,  Platform Data and/or Third Party Items or any related documentation. 

    2. FTL acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in the Customer Materials and Customer Location, save for the avoidance of doubt in any elements relating to the Platform, Platform Data and Third Party Items. To the extent necessary to effect such ownership, FTL by way of future assignment hereby assigns all such relevant Intellectual Property Rights to the Customer throughout the world in perpetuity. The Customer grants FTL the right to use the Customer Materials to fulfil the Services subject to and on the terms of this Agreement.  Except as stated in this Agreement the Customer does not grant FTL any rights in respect of the Customer Materials.  


    1. Neither party shall without the consent of the other during the term of this Agreement or following its termination use the other party's "Confidential Information" (meaning all information in any form which is secret or not publicly available either in its entirety or in part including commercial, financial, marketing, or technical information, know how, trade secrets, business methods and other information in any form, and any reproductions of such information in any form or any part(s) of this information) for any other purpose than as strictly necessary to fulfil this Agreement, nor disclose the other party’s Confidential Information to any other person unless necessary for the performance of obligations under this Agreement.

    2. Any party disclosing Confidential Information in accordance with the above clause shall procure that the person to whom such information is disclosed is made aware of the obligations of confidentiality under this Agreement and complies with those obligations as if it were a party to this Agreement.

    3. The confidentiality restrictions do not apply to Confidential Information:

      1. which is in or comes into the public domain other than through breach of this Agreement;

      2. insofar as it comes lawfully into the possession of the recipient party from a third party;

      3. which the recipient party can prove was already known to it before its receipt from the providing party; and

      4. to the extent that it is required to be disclosed by law or the requirements of any recognised stock exchange, or authority of competent jurisdiction to whose rules the party making the disclosure is subject, whether or not having the force of law.

    4. FTL acknowledges that the Customer Materials is the Confidential Information of the Customer.

    5. The Customer acknowledges that details of this Agreement, Fees, Platform and the Services, are the Confidential Information of FTL.


    1. FTL will indemnify the Customer from and against any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the Customer arising from any third party claims or actions as a result of or in connection with any breach by FTL of clause 3.2. 

    2. The Customer will indemnify FTL from and against any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against FTL arising from any third party claims or actions as a result of or in connection with:

      1. any breach by the Customer of any terms of this Agreement;

      2. any violation of any third party right, including any Intellectual Property Rights or other rights, resulting from the Customer Location or Customer Materials; and/or 

      3. any other type of claim that your Customer Location or Customer Materials caused damage to a third party.

    3. Each Party will fully indemnify the other from and against any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the other as a result of or in connection with:

      1. any breach by the other of clause 8 (Confidentiality); and

      2. any breach by the other of clause 5 / Schedule 1 (Data Protection). 

    4. In all cases the indemnified party agrees to:

      1. promptly notify the indemnifying party of any allegation of infringement or other claim that may give rise to reliance on an indemnity, which comes to its attention, and give the indemnifying party all reasonable assistance subject to reimbursement by the indemnifying party of the indemnified party’s costs so incurred;

      2. not to make any admission, settle, compromise or negotiate the settlement of any such claim without the prior consent of the indemnifying party (such consent not to be unreasonably withheld) provided that the indemnifying party considers and defends any claim diligently, using competent counsel and in such a way as not to bring the reputation of the indemnified party into disrepute; and

      3. allow the indemnifying party to conduct and settle all negotiations and proceedings, save that the indemnifying party may not conclude settlement of any negotiations and proceedings which may have a material effect (whether financial, practical or in terms of reputation) on the indemnified party without the indemnified party’s prior written consent which will not be unreasonably withheld.


    1. Nothing in this Agreement shall in any way exclude or limit either party’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation or for any other liability which may not be excluded by law.

    2. Subject to clause 10.1, neither party will be liable, whether in contract, tort (including negligence) breach of statutory duty, or otherwise, for any of the following losses or damage (whether or not such losses or damage were direct, foreseen, foreseeable, known or otherwise) howsoever arising in respect of any: special, indirect, incidental or consequential loss or damage; loss of actual or anticipated profits; loss of business or contracts; loss of revenue or of the use of money; loss of anticipated savings; and/or loss of goodwill, arising out of or in connection with this Agreement.

    3. Subject to clauses 10.1 and 10.4, and any breach of clause 8 (Confidentiality) each party’s total aggregate liability arising out of, or in connection with this Agreement whether in contract, tort (including negligence) breach of statutory duty, or otherwise shall in no event exceed the annual Fees paid by the Customer in the previous 12 months.

    4. In any event, nothing will limit:

      1. Customer’s obligation to pay any fees under this Agreement or any order; 

      2. Customer’s liability for its violation of the use restrictions provided in this Agreement; 

      3. Customer’s indemnity in clause 9.2; 

      4. Customer’s infringement or misappropriation of FTL’s Intellectual Property Rights.

    5. If at any time an allegation of infringement is made in respect of the Platform or Services, FTL may at its own expense:

      1. modify the Platform or Services; 

      2. replace the Platform or Services with non-infringing software or Services; and/or

      3. require the Customer to alter the way in which it uses the Platform or Services,
        so as to avoid the infringement or alleged infringement, in all cases without diminishing or curtailing any of the material functions or facilities or the performance of the Platform or Services.  If it is unable to do the above, FTL may terminate this Agreement and refund pro rata to the Customer such part of any sums paid by the Customer which relate to the unexpired portion of the Agreement.


    1. This Agreement shall, commence on the Start Date and shall continue for the Initial Term and any Renewal Terms, or until terminated as provided herein. 

    2. The Initial Term will be automatically renewed for successive periods equivalent to the Initial Term (each a "Renewal Term"), unless either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Term or any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or any Renewal Term.

    3. Either party (the "Terminating Party") may terminate this Agreement, and/or in relation to an Order, immediately by giving written notice to the other (the "Defaulting Party") if:

      1. the Defaulting Party is in material breach of any provision of this Agreement in relation to that Order which is not remediable or, if remediable, is not remedied with a period of 10 Working Days after the Terminating Party has given notice to the Defaulting Party requiring such breach to be remedied;

      2. the Defaulting Party's financial position is such that either the Defaulting Party, its directors, shareholders or creditors take or are entitled to take steps to institute formal insolvency proceedings with respect to the Defaulting Party of a type provided for by the Insolvency Act 1986 (or any similar or analogous legislation, whether under English law or otherwise), including without limitation administration, liquidation, administrative receivership, receivership, voluntary arrangement, scheme of arrangement or bankruptcy, or if the Defaulting Party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

    4. FTL may suspend the provision of Services or access to a Customer Location on 24 hours’ notice if in FTL’s reasonable opinion the Customer Material or Customer Location breaches clause 4.3(3).

    5. FTL may suspend or terminate this Agreement, and/or in relation to an Order, by giving not less than 7 days' written notice to the Customer if the Customer fails to make any overdue payment to FTL within 30 days of the Customer receiving a written notice from FTL demanding such overdue payments.

    6. If FTL terminates this Agreement under clause 11.3 or 11.5 all fees that would have been payable up to the date of the next anniversary of the Agreement will immediately become due and be payable within 7 days.

    7. On termination of this Agreement for any reason:

      1. all permissions and licences granted under the Agreement shall immediately terminate;

      2. the Customer shall return and make no further use of the Platform,  documentation and other items (and all copies of them) belonging to FTL;

      3. FTL may destroy or otherwise dispose of any of the Customer Materials in its possession unless FTL receives, no later than ten Working Days after the effective date of the termination, a written request for the delivery to the Customer of the then most recent back-up of the Customer Materials. FTL shall use reasonable commercial endeavours to deliver the back-up to the Customer within 90 days of its receipt of such a written request, provided that the Customer has, at that time, paid all Fees and charges outstanding at and/or resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by FTL in returning or disposing of Customer Materials; and

      4. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

      5. The provisions contained in clauses 1 (definitions), 7 (IP), 8 (Confidentiality), 9 (Indemnities), 10 (Liability), 11 (Termination), 12 – 23 (various) shall survive and continue to apply will continue to apply notwithstanding the expiration or termination of this Agreement.


    1. Neither party shall be deemed to be in breach of this Agreement or otherwise liable to the other party for any delay in performance or any failure to perform any obligations under this Agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or failure is due to a Force Majeure Event provided the party whose performance is affected has taken all steps (if any) which it could reasonably be expected to have taken to avoid the effects of and mitigate the effects of the Force Majeure Event.

    2. A party suffering a Force Majeure Event and seeking to rely on clause 14.1 shall promptly notify the other in writing of the nature and extent of the circumstances giving rise to a Force Majeure Event. Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform its obligations for the duration of any Force Majeure Event.

    3. If the relevant Force Majeure Event prevails for a continuous or aggregate period in excess of ninety (90) days, either party may elect to immediately terminate this Agreement upon written notice and neither party will have any liability to the other except that the Customer will remain liable for any unpaid fees.

  13. WAIVER
    The failure or delay by either party in any one or more instances to insist upon strict performance or observance of any one or more of the terms of this Agreement or to exercise any remedy, privilege or right provided by law or under this Agreement shall not be construed as a waiver of any breach or right to enforcement of such terms or to exercise such remedy, privilege or right.

    If any part of this Agreement is found by any court or competent authority to be illegal, void or unenforceable then that part shall be deemed not to be a part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.

    Neither party shall, without the prior written consent of other assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 

    This Agreement may not be varied except by an instrument in writing signed by the authorised representatives of all the parties to this Agreement.

    Nothing in this Agreement shall be deemed to constitute a partnership or joint venture or contract of employment between the parties nor constitute either party the agent of the other.

    This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. 


    1. Neither party shall make or issue any announcement or public circular relating to the subject matter of this Agreement without the prior written approval of the other.

    2. FTL may use the name of the Customer as a factual reference to the fact that the Customer is or was a customer, on its website and in pitch materials, without the prior written consent of the Customer, although any use of the Customer's logo shall be subject to any brand guidelines issued by the Customer.


    1. Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by hand, letter or email and will be addressed to the other party's contact as stated in the Order or other contact as agreed from time to time.

    2. Notice delivered by hand will be deemed to have been received when delivered. Posted notice will be deemed received at the time at which it would have been delivered in the normal course of the post. Any notice given in accordance with the above but received on a day which is not a business day or after normal business hours in the place of receipt shall be deemed to have been received on the next business day.


    1. This Agreement, and any documents explicitly referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover, including any purchase order terms of the Customer.

    2. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

    The Customer shall not, without the prior written consent of FTL, at any time from the date of this Agreement to the expiry of 12 months after the termination of this Agreement, solicit or entice away from FTL or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of FTL in the provision of the Services.

    This Agreement and any disputes relating to it will be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts for such purposes.

Schedule 1

Data Processing Schedule


  1. Customer and Supplier (Future Tech Labs Limited) are parties to an agreement to which this Data Processing Agreement (the “DPA”) is incorporated as a schedule (the “Agreement”), and under which Agreement Supplier has been engaged by Customer to provide certain services (the “Services”);

  2. In order to supply all or part of the Services, Supplier will be required to Process certain Personal Data on behalf of Customer;

  3. Accordingly, the parties agree that this DPA sets out the basis on which any Personal Data is Processed in connection with the Agreement;

  4. In the case of any conflict between the terms of the Agreement and this DPA, this DPA will take precedence, and shall supersede any provisions relating to the processing of personal data in the Agreement.

  1. Definitions and Interpretation.

    1. Unless otherwise defined in this DPA, words and expressions used in this DPA shall have the meanings given in the Agreement. In this DPA the following words should have the following meanings:

      • "Customer Personal Data” shall mean Personal Data:

        • supplied to Supplier by or on behalf of Customer; and/or

        • obtained by, or created by, Supplier on behalf of Customer in the course of delivery of Services,

        • and in each case where such Personal Data is Processed by Supplier for and on behalf of the Customer in the performance of Services (as set out in Annex 1);

      • "Data Privacy Laws” shall mean the following as amended, extended, re-enacted or replaced from time to time:

        • UK Data Protection Act 2018 and the UK GDPR;

        • EC Regulation 2016/679 (the “GDPR”) on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data;

        • EC Directive 2002/58/EC on Privacy and Electronic Communications;

        • all local laws or regulations implementing or supplementing the EU legislation mentioned in (ii)-(iii) above (including the UK Privacy and Electronic Communications Regulations 2003);

        • all codes of practice and guidance issued by national supervisory authorities, regulators or EU or UK institutions relating to the laws, regulations and EU legislation mentioned in (i)–(iv) above;

      • EEA” means the European Economic Area;

      • European Law” means any law in force in the EEA, the United Kingdom, or Switzerland, including the Data Privacy Laws;

      • International Transfer Requirements” means the requirements of Chapter V of the GDPR (Transfers of Personal Data to third countries or international organisations);

      • Losses” means losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including reasonable legal and other professional expenses);

      • Restricted Country” means a country, territory or jurisdiction which is not considered by the EU Commission (or in respect of personal data transfers caught by the requirements of UK and/or Swiss Data Privacy Laws the relevant UK and/or Swiss governmental or regulatory body as applicable) to offer an adequate level of protection in respect of the processing of personal data pursuant to Article 45(1) of the GDPR;

      • Restricted Transfer” means a transfer of Personal Data from an entity who is established in the United Kingdom and/or the European Union (as applicable) and/or whose processing of Personal Data under the Agreement is caught by the requirements of the GDPR, to an entity that processes the relevant Personal Data in a Restricted Country;

      • UK” means the United Kingdom; and

    2. “UK GDPR” has the meaning given to it in the Data Protection Act 2018 (as amended from time to time).In this DPA a reference to the GDPR and/or an Article or Chapter of the GDPR shall, where the context so requires and insofar as the Data Privacy Law(s) is that of the UK and/or Switzerland, be construed as a reference to the equivalent Data Privacy Law(s) of the UK and/or Switzerland (as applicable) and/or the corresponding provision of such Data Privacy Law(s).

    3. Unless the context otherwise requires, a reference to a clause shall be a reference to a clause of this DPA.

    4. References to “Processor”, “Controller”, “Personal Data”, “Process”, “Processing”, “Personal Data Breach” “Data Subject” or “Supervisory Authority” shall have the same meanings as defined in the GDPR.

  2. Data Protection

    1. Roles of the parties, and processing activities

      1. In relation to all Customer Personal Data, the parties acknowledge and agree that to the extent the Supplier Processes Customer Personal Data on behalf of the Customer in connection with the provision of the Services, the Customer shall be considered a Controller and Supplier shall be considered a Processor.

      2. Each of the parties acknowledges and agrees that the subject-matter and duration of the Processing carried out by the Supplier on behalf of Customer, the nature and purpose of the Processing, the type of Personal Data and categories of Data Subjects are accurately documented in Annex 1 to this DPA (which may from time to time be updated by the written agreement of the parties).

      3. If at any time either party considers that the relationship between the parties and/or the scope of Processing carried out by the Supplier no longer corresponds with clause 2.1(a) or (b), that party shall promptly notify the other and the parties shall discuss and agree in good faith such steps that may be required to reflect the true status and/or the scope of Processing undertaken by the Supplier. 

    2. General obligations of the parties

      1. Each party shall comply with the obligations imposed on it by applicable Data Privacy Laws with regard to Customer Personal Data Processed by it in connection with Services. Customer acknowledges and agrees that Supplier’s compliance with applicable Data Privacy Laws may be dependent on Customer’s compliance with applicable Data Privacy Laws and accordingly Supplier will not be liable for failure to comply with applicable Data Privacy Laws where such failure results from a failure of Customer to comply with applicable Data Privacy Laws (including any failure to comply with clause 2.4).

    3. Obligations of Supplier

      1. Supplier shall only Process Customer Personal Data in accordance with the documented instructions of Customer (including those in Annex 1, as updated), unless required to do so by European Law to which Supplier is subject, in which event Supplier shall inform Customer of such legal requirement unless prohibited from doing so by European Law on important grounds of public interest. 

      2. Supplier shall inform Customer if, in Supplier’s opinion, an instruction given by Customer to Supplier under clause 2.3(a) infringes the Data Privacy Laws.

      3. Supplier shall ensure that any persons authorised by it to Process Customer Personal Data are subject to an obligation of confidentiality.

      4. Supplier shall implement appropriate technical and organisational measures to ensure that Customer Personal Data is subject to a level of security appropriate to the risks arising from its Processing by Supplier or its sub-processors, taking into account the factors and measures stated in Article 32 of the GDPR.  

      5. Supplier shall notify Customer without undue delay after becoming aware of a Personal Data Breach.

      6. Taking into account the nature of the Processing, Supplier shall assist Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to requests for exercising a Data Subject's rights under Chapter III of the GDPR. For the avoidance of doubt, such assistance may be provided by Supplier providing, as part of the Services, the Customer with functionality to fulfil such requests on a self-service basis and, where Supplier does so, Supplier shall not be obliged to provide any further assistance unless and to the extent that such functionality cannot be used to fulfil the relevant request. 

      7. Taking into account the nature of the Processing and the information available to Supplier, Supplier shall assist Customer with regard to Customer’s compliance with its obligations under the following Articles of the GDPR:

        1. Article 32 (Security of Processing);

        2. Articles 33 and 34 (Notification and communication of a Personal Data Breach);

        3. Article 35 (Data protection impact assessment); and

        4. Article 36 (Prior consultation by Customer with the Supervisory Authority).

      8. Upon termination of Services that required the Processing of Customer Personal Data (in whole or in part) Supplier shall, at the election of Customer, deliver up or destroy such Customer Personal Data which is in the possession of, or under the control of, Supplier unless European Law requires Supplier to store such Customer Personal Data.

      9. Supplier shall be generally entitled to appoint further processors to process the Customer Personal Data in accordance with clause 2.6.

      10. Supplier shall, at the request of Customer, provide Customer with all information necessary to demonstrate Supplier’s compliance with its obligations under this clause 2.3 and, if and to the extent that such provision of information does not demonstrate Supplier’s compliance with its obligations under this clause 2.3, Supplier shall allow for and contribute to audits and inspections conducted by or on behalf of Customer subject to the following: 

        1. the Customer may perform such audits no more than once per year, save that further audits may be performed if an audit reveals any material non-compliance by us with our obligations in this clause 2.3 (the scope of such further audits being limited to auditing our compliance with those obligations that were not complied with); 

        2. the Customer shall, and shall procure that any third party auditor will, enter into a confidentiality agreement in such form as is reasonably requested by Supplier prior to the conduct of such audit; 

        3. audits must be conducted during regular business hours (i.e. 9am to 5pm UK time) and must not unreasonably interfere with the Supplier's business; 

        4. the Customer must provide the Supplier with any audit reports generated pursuant to any audit at no charge, unless prohibited by applicable law. The Customer shall keep the audit reports confidential and may use the audit reports only for the purposes of meeting its audit requirements under Data Privacy Laws and/or confirming compliance with the requirements of this clause 2.3;

        5. Customer shall, prior to the conduct of an audit, submit an audit plan to the Supplier at least six weeks (or such shorter period as required by law or by a Supervisory Authority) in advance of the proposed commencement date of the audit, setting out the proposed scope, duration and start date of the audit. The Supplier will review the audit plan and will notify the Customer within two weeks of receiving the audit plan if agrees with the plan or if it has any objections in respect of the same. The Supplier will work cooperatively with the Customer to agree a final audit plan; 

        6. nothing in this clause shall require the Supplier to breach any duties of confidentiality owed to any of its clients, employees or other third-parties;

        7. notwithstanding anything else in this DPA and/or the Agreement, all audits are at the Customer's sole cost and expense.

    4. Obligations of Customer

      1. Without prejudice to the generality of clause 2.2, Customer shall ensure that:

        1. the supply to Supplier of Customer Personal Data by or on behalf of the Customer for the purposes of Processing undertaken by the Supplier and its permitted sub-processors where such Processing is authorised by Customer shall comply with the Data Privacy Laws;

        2. there is a lawful basis in respect of Supplier’s Processing of the Customer Personal Data and Data Subjects have been provided with a privacy policy or notice that complies with the requirements of Article 13/14 of the GDPR in respect of such Processing; and

        3. the instructions given by Customer to Supplier by operation of clause 2.3(a) shall comply with the Data Privacy Laws.

    5. Costs of compliance

      1. The Customer acknowledges and agrees that the remuneration in respect of the Services does not take into account costs that may be incurred by Supplier in complying with any additional obligations under this DPA not required by law. Accordingly, Customer will pay Supplier in respect of any material costs that are (or are to be) reasonably incurred by Supplier outside the ordinary course of its business in respect of the performance by Supplier of its additional obligations in this DPA, except where such performance is required as a result of a breach by Supplier of its obligations under this DPA. Where practicable to do so, Supplier will seek Customer’s written approval prior to incurring such costs. 

    6. Supplier’s appointment of sub-processors

      1. Notwithstanding any other provision of the Agreement (including this DPA), Supplier shall be entitled to appoint further Processors to Process the Processing of Customer Personal Data (“Sub-processor”). The following apply in respect of the appointment of Sub-processors:

        1. the Customer approves the appointment of the Sub-processor’s identified in Annex 1;

        2. Supplier shall notify Customer in writing of its intention to engage any additional Sub-processor. Such notice shall give details of the identity of such Sub-processor and the services to be supplied by it; 

        3. the Supplier shall only use a Sub-processor that has provided sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Data Privacy Laws and ensures the protection of the rights of data subjects; 

        4. the Supplier shall impose, through a legally binding contract between the Supplier and the Sub-processor, data protection obligations on the Sub-processor that are in all material respects equivalent to those set out in this DPA and which in any event meet the requirements set out in the Data Privacy Laws;

        5. the Client shall be entitled to object to the appointment of the Sub-processor where it considers that such appointment will not comply with the requirements of this clause 2.6. Customer shall be deemed to have approved the engagement of the Sub-processor if it has not served a notice in writing on Supplier objecting (in accordance with this clause 2.6(a)(v)) to such appointment within seven days of the date that the notice is deemed to be received by Customer in accordance with clause 2.6(a)(ii);

        6. where the Customer objects to the proposed appointment, the Supplier will use commercially reasonable efforts to provide the Services without the use of the relevant Sub-processor. Where the Supplier is unable to provide the Services notwithstanding its use of such commercially reasonable efforts, the Supplier shall have no liability for any failure to provide the relevant Services in accordance with the Agreement; and

        7. the Supplier shall remain fully liable for all acts or omissions of the Sub-processors as if they were acts or omissions of the Supplier.

  3. Restricted Transfers

    1. Between the parties

      1. The parties acknowledge and agree that the transfer from the Customer to the Supplier, and/or the Processing by the Supplier, of Customer Personal Data does not constitute a Restricted Transfer. If and to the extent that such transfer or Processing of Client Personal Data becomes a Restricted Transfer, the parties shall enter into a separate addendum to implement a transfer mechanism to ensure that the Restricted Transfer complies with the International Transfer Requirements.

    2. By the Supplier

      1. Customer acknowledges and agrees that Customer Personal Data may be transferred by Supplier to Sub-processors located in a Restricted Country, which may be considered a Restricted Transfer. In the event of the transfer being considered a Restricted Transfer, the Supplier shall enter into a transfer mechanism to ensure that the Restricted Transfer meets the International Transfer Requirements, and Supplier shall provide details of the relevant transfer mechanism on request.

    3. Failure of transfer mechanism 

      1. The parties  acknowledge and agree that to the extent either party consider the use of the relevant lawful transfer mechanism relied on in respect of a Restricted Transfer is no longer an appropriate lawful transfer mechanism to legitimise the relevant Restricted Transfer pursuant to the International Transfer Requirements, the Restricted Transfer shall be suspended and the parties shall work together in good faith to agree and put in place an alternative lawful transfer mechanism or such other supplementary measures to enable the Restricted Transfer to continue. To the extent the parties agree that certain supplementary measures are required to legitimise the relevant Restricted Transfer, the parties shall, acting reasonably and in good faith, allocate the costs between the parties accordingly. 

      2. In addition to clause 2.7(c), the parties will each use commercially reasonable efforts to ensure that the Services can continue to be provided in all material respects in accordance with the Agreement despite the suspension of the Restricted Transfer.

      3. Without prejudice to the Supplier’s obligations under clauses 2.7(c) and 2.7(d), the Supplier shall have no liability under the Agreement for any inability to provide the relevant Services in accordance with the Agreement as a result of the suspension of such Restricted Transfer pursuant to clauses 2.7(c).

  4. Losses

    1. Where, in accordance with the provisions Article 82 of the GDPR, both parties are responsible for the act, or omission to act, resulting in the payment of Losses by a party, or both parties, then each party shall only be liable for that part of such Losses which is in proportion to its respective responsibility.

    2. Each party’s maximum aggregate liability under or in connection with this DPA shall be limited in accordance with the liability and limitation provisions of the Agreement. 

  5. General
    This DPA constitutes the entire agreement and understanding between the parties in respect of the matters set out in this DPA and supersedes any previous agreement or any other part of the Agreement between the parties in relation to such matters.

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