General Terms and Conditions

We, Armor Defense Inc. having its registered address at 7700 Windrose Ave. #G300, Suite #03-157, Plano,TX 75024 (“Armor” “Armor Cloud Security”, “we”, “our” or “us”) are in the business of providing cloud related consulting, professional services, migration, modernisation, managed services, cyber security, cyber risk and other cloud related services (the “Services”). These are the general terms and conditions (“General Terms and Conditions”) for all contracts which we, enter with you, our customer (“Customer”, “you” or “your”) in relation to such of our Services that you procure or use from time to time unless we have entered into a negotiated agreement with you in which case such negotiated agreement shall govern. Each of the Services shall be entered into when you submit a service order in our stipulated format (“Service Order”) and we have executed the Service Order, or when you use or access any of our Services.

These General Terms and Conditions, together with all Service Orders entered into between you and us, each as supplemented, amended or modified from time to time shall be collectively referred to as this “Agreement”.

1. Services and Service Orders

1.1 You agree that this Agreement shall govern the overall relationship between you and us, and shall apply to any Service that you use or procure and to Service Orders entered into between you and us.

1.2 Upon our receipt of each Service Order from you, we shall as soon as is practicable confirm with you our ability to meet your requirements. We shall use commercially reasonable endeavours to meet your requested requirements.

1.3 Each Service Order shall be in force once we have confirmed, accepted and executed a Service Order that you have submitted to us. Each Service Order constitutes a separate agreement between you and us and may have additional terms and conditions set out therein which shall apply to such Service.

1.4 To the extent that any term in any Service Order is inconsistent with any of the provisions of these General Terms and Conditions, the terms set out in the Service Order shall prevail in respect of that Service Order to the extent of such inconsistency, but solely in respect of the Services provided pursuant to such Service Order save and except for any applicable end-user terms and conditions imposed by the supplier of such Service which shall prevail. We may from time to time change, modify or otherwise amend these General Terms and Conditions and any Service Order in our sole and absolute discretion. We shall give to you notice in writing of any change in the terms and conditions for the Services not less than one (1) month prior to such change taking effect for the purposes of this Agreement. Your continued use of our Services thereafter shall signify your assent to and acceptance of any such change, modification or amendment.

1.5 As each Service Order entered into under these General Terms and Conditions constitutes a separate agreement for the relevant Services, any default by us in relation to any one Service Order shall not entitle you to treat these General Terms and Conditions or any other Service Order as terminated.

2. Use of Our Services

2.1 We agree to provide the Services in a professional manner in accordance with industry standards and subject to the terms and conditions set out herein. At our discretion, we shall be entitled to delegate the performance of any of our obligations undertaken by us to our Affiliates and assign the right to exercise any of our rights granted to us under this Agreement to any of our Affiliates. Where we exercise such right of delegation and/or assignment, we shall at all times remain fully liable to you for the acts and omissions of our Affiliates. The term “Affiliate” means any entity that a party directly or indirectly controls, is controlled by or is under common control of that party. In any event, our Affiliates shall include Armor Defense Limited.

2.2 The Services will be provided by us remotely. Where we are required to attend at your premises, for example for training or commissioning, it shall be mutually agreed by the Parties and specified in a Service Order.

2.3 If we notify you that any of the Services are subject to any applicable third party or end-user terms and conditions (“EUTC”), you undertake to agree and comply with such terms and conditions and that in the event of an inconsistency between this Agreement and an EUTC, such EUTC shall prevail over this Agreement to the extent of such inconsistency. Unless otherwise expressly specified in a Service Order, we do not license or grant rights to you to the use of any software which may be required to be used by you to access, utilize or obtain the full benefit of the Services. Where the use of any applicable software is required, you shall enter into an end user licence agreement directly with the provider of the software and you shall be responsible to ensure due compliance with such relevant terms and conditions.

2.4 Unless otherwise expressly provided herein, nothing in this Agreement shall give either Party any rights in respect of any trade names or trademarks owned or used by the other in relation to the Services or of the goodwill associated therewith, and each Party hereby acknowledges that, except as expressly provided in this Agreement, neither shall acquire any rights in respect thereof and that all such rights and goodwill are, and shall remain, vested in the other.

2.5 We and our Affiliates or our/Affiliate’s licensors own all right, title and interest (including any patent, copyright, registered design, trade mark or other industrial or intellectual property right, or any part thereof, and applications for any of the foregoing (“Intellectual Property”) in respect of the Services. Subject to the terms of this Agreement and the terms of the Service Order pursuant to which the Services are provided, you are granted a limited, revocable with or without cause, non-exclusive, non-transferrable right to access and use the Services which we provide to you pursuant to the relevant Service Order. To the extent you are provided Intellectual Property or other rights under a separate license, such separate license shall prevail in the event of any conflict between this Agreement and such separate license with respect to the subject matter of such separate license.

2.6 You further agree not to: (a) reverse engineer, decompile, disassemble, disable, tamper with, or otherwise circumvent the restrictions, mechanisms or technical limitations in any part of the Services; (b) copy, modify, create derivative works or otherwise extract any program, source code, underlying ideas, or algorithms in any part of the Services; (c) sell, resell, license, sublicense, distribute, make available, rent, lease, commercially exploit the Services, or otherwise use the Services for the benefit of any third party; (d) use the Services in a manner which infringe the Intellectual Property rights or other rights of any third party; or (e) obtain unauthorised access to, interfere with, impair, restrict, degrade or otherwise undermine the security, integrity, functionality or performance of the Services.

2.7 If any of the Services are subject to a service level agreement that is agreed in writing between you and us (“Service Level Agreement”), in the event of any failure to meet such service levels or failure by us to meet an agreed delivery date for starting of a Service or any non-compliance of us thereunder, you agree that the compensation provided pursuant to the applicable Service Level Agreement represents a reasonable pre-estimate of all its losses. Your right to compensation from us is set out in and limited to the applicable Service Level Agreement. We shall have no further liability to you for such abovementioned failure or non-compliance.

3. Price and Payment

3.1 The fees and charges for each of the Services (the “Fees”) are set out in the relevant Service Order. By submitting a Service Order, you agree to use and pay us for the Services as set forth in such Service Order at the relevant Fees. The Fees are strictly for the Services provided by Armor Cloud Security and shall not be deemed to be royalty payments. You acknowledge that billing in relation to any work done on your premises (e.g. training, physical installation, and any travel costs and expenses that have been incurred in accordance with this Agreement) will be done via a separate invoice.

3.2 In the event of premature termination of any Service Order (howsoever occasioned), you shall compensate us within thirty (30) days from the date of such termination for the Fees payable for the remaining term of such Service Order. In the event of late payment, we shall be entitled to charge interest at a rate not exceeding 1.5% per month (both before and after any judgement) on the sums outstanding until receipt of full payment of the same.

3.3 Without prejudice to any other rights we may have, you agree that in the event of any non-payment of Fees, we shall have the right to terminate or suspend any or all of the Services at any time.

3.4 You shall be liable and responsible for any and all applicable taxes, including, without limitation, income taxes, and any and all tax which you are required to withhold or deduct from your payments to us or other taxes, levies, duties or fees whether charged to or against any Party, arising out of or in connection with this Agreement (“Taxes”). All payments to us shall be made without any withholding or deduction for any Taxes, and in the event that you are required under any applicable law or regulation, domestic or foreign, to withhold or deduct any portion of the payments due to us, you shall increase the sum payable to us by an amount necessary for us to receive a net amount equal to the amount which we would have received had the payment not been made subject to such Taxes. You agree to promptly provide to us the applicable receipts or other documentary evidence of receipt from the relevant tax authorities evidencing your payment of the taxes that you have withheld or deducted in connection with this Agreement.

3.5 Your payment date in respect of each invoice will be on or prior to the due date falling 30 days after the date of such invoice. The Fees, all amounts due under this Agreement and prices making reference to this Agreement, shall be in United States dollars (US$) unless stated otherwise.

3.6 You shall not have any right of set-off, deduction, or counterclaim, against any amount payable to us, save only as expressly required under applicable laws.

3.7 If you wish in good faith to dispute an invoice or fee, you must notify us of your dispute within seven (7) days of the date of the invoice, otherwise the contents of such invoice shall be binding and conclusive on you for all purposes whatsoever, and you will be deemed to have accepted the invoice and all amounts thereunder will be payable in accordance with this Clause 3. You further agree that all such invoices are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such invoice, and you waive any of your rights, if any, to so object. Your notice (the “Notification”) must specify the reasons why the invoice is disputed, the amount in dispute and any written records supporting your dispute. Notwithstanding any dispute of an invoice, you shall nonetheless pay the undisputed portion of the Fees in accordance with Clause 3. We shall, within 30 days of receipt of the Notification, conduct a review of the dispute and will provide you with a written response and such response shall be final and binding on the Parties. If the dispute is found in our favour, you agree to pay interest on such disputed amounts.

4. Representations, Warranties and Undertakings

4.1 You agree that we and our Affiliates do not represent, warrant or undertake any matter, obligation, or the existence or non-existence of any state of affairs not expressly provided in this Agreement. To the maximum extent permitted by the applicable laws, you acknowledge that we and our Affiliates disclaim and exclude all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute, common law, course of performance, course of dealing, or trade usage, including but not limited to, any implied warranty of merchantability, title, fitness for any particular purpose and/or non-infringement. We and our Affiliates do not monitor or exercise control over the content of the information transmitted through the Services. The Services are provided on an "as is" and "as available" basis, and use of the Services is entirely at your own risk. You shall employ techniques independent of the Services, including manual analysis and verification of the output of the Services, to verify the accuracy of the output of the Services. The accuracy and efficiency of the Services may vary or be affected by variables beyond our or our Affiliates’ knowledge or control.

4.2 Each Party represents and warrants to the other Party that (a) it has full power and authority to enter into this Agreement, and (b) the performance of its obligations and use of the Services will not violate any laws or regulations or cause a breach of any agreements with any third parties or interfere with its performance of its obligations and exercise of rights under this Agreement.

4.3 Each Party undertakes to (a) unless otherwise specified, be responsible for obtaining all licences, permits and approvals which are necessary or advisable for its performance of its obligations and exercise of rights under this Agreement and/or use of the Services, and (b) comply with all applicable laws and regulations including in relation to its entry into this Agreement and its performance of its obligations and exercise of rights under this Agreement.

4.4 In the course of our provision of Services to you, you may provide us with content and data, and we and our Affiliates may also collect data concerning your characteristics and activities in your use and our provision of the Services in an aggregated, anonymised, non-identifiable and generic manner (collectively, “Customer Use Data”), and you agree that we and our Affiliates have the right to collect, use, copy, store, transmit, export, modify and create derivative works of the Customer Use Data to the extent necessary to provide the Services and related services to you, as well as to improve, optimize and/or develop our and our Affiliates’ products and services and those of our third party suppliers.

4.5 You agree that you control access and use of the Services by your end users and agree to be responsible for their use of the Services in accordance with this Agreement and all other agreed-upon terms and conditions.

4.6 You agree that the delivery of the Services is contingent upon you providing to us access to such relevant information and systems as may be necessary for us to provide and complete the Services. You agree to provide such access promptly, on reasonable terms and at your own costs, and that we will not be held liable for any failure or delay in our delivery of the Services that arises from any failure or delay in the provision of such access to us. In addition, if any failure or delay in the provision of such access results in a delay in our delivery of the Services of more than fourteen (14) days, we shall be entitled to:

1. Revise the Fees under the relevant Service Order by way of written notice to you;
2. Replace specific resources and personnel as we shall deem fit; and/or
3. Require you rectify the cause(s) of delay within a reasonable time period, failing which the Services shall be deemed fully delivered.

4.7 You acknowledge that the provision of the Services by us and the access and or use of the Services (or any part thereof) by you, may be subject to compliance with any and all applicable United States, United Kingdom and international laws, regulations, or orders relating to the export or re-export of computer software, technology, information or related know-how (“Export Laws”). You undertake that the Services or any part thereof will not be shipped, transferred, exported, or re-exported into any country or used in any manner prohibited by the Export Laws. In addition, if any part of the Service is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen of, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the Service or any part thereof. If there is a violation of this Clause for any reason, we shall be entitled to immediately terminate this Agreement or any Service hereunder by way of written notice to you.

4.8 You agree to comply with all applicable anti-corruption laws or regulations. You acknowledge and agree that you have not received, requested, been offered, agreed, paid or promised, any offer, promise or gift of any financial or other advantage from and to any person that would constitute a violation under any applicable anti-corruption laws or regulations, or which would have influenced or secured any business or other advantage to us. If, (a) there is a violation of this Clause 4.8 by you; or (b) any Service or any part thereof shall be found impermissible under the applicable anti-corruption laws or regulations, we shall be entitled to immediately terminate this Agreement or any Service hereunder by way of written notice to you.

5. Limitation of Liability

5.1 Without prejudice to the generality of Clause 4.1, you agree that we and our Affiliates do not warrant, represent or undertake that (a) the Services are without defect or error, or will be uninterrupted or free of interference, or (b) the Services are designed, provided, or intended for high risk activities. To the maximum extent permitted by any applicable laws, you agree that we and our Affiliates will not have any responsibility or liability whether in contract, tort or otherwise for (i) any defect, error, interruption, interference, interruption or disruption to any part or all of the Services, howsoever caused, (ii) any loss, damage, corruption or inaccuracy caused to your data, equipment or facilities or that of any third party, (iii) any act or omission on your part or your employees, agents, representatives or contractors or any third party, (iv) any service, Service, or assistance provided by or other action taken or omission done by us pursuant to or in accordance with your express instructions or directions and/or the consequences thereof, or (v) any special, indirect, consequential, exemplary, incidental or punitive damages or losses of any nature whatsoever and howsoever arising (including loss of use, losses resulting from missing, contaminated or misdirected email or other electronic messages or the contents thereof) or any loss of, or anticipated loss, of business, opportunity, revenue, profits, savings or goodwill.

5.2 Except to the extent caused by our wilful default, you agree that we and our Affiliates will have no liability in contract, tort or otherwise for any claim of unauthorised access to your facilities or equipment, or for unauthorised access to, or alteration, theft or destruction of your data files, programs, procedures or information through accident, fraudulent means or devices, or any other method.

5.3 Without limiting the other provisions of this Clause 5, you agree that the collective maximum aggregate liability of us and our Affiliates for and in each year of the Term in respect of any and all Losses (including the amount of compensation paid pursuant to and as set out in the Service Order) shall not exceed (a) for failure to comply with Service Levels, to the amount of credits set out in the relevant Service Order, which shall be your sole and exclusive remedy, and (b) for all other events, the aggregate fees paid by you for the Services in the three (3) months preceding the date of claim or matter.

5.4 Where any remedy is expressly conferred on you, including any remedy set out in the Service Order, such remedy shall be your sole and exclusive remedy in respect of the breach in question.

6. Confidentiality

6.1 Each Party undertakes that it shall not at any time disclose to any person any Confidential Information of the other Party or its Affiliates, except as permitted hereunder. “Confidential Information” means any and all information in whatever form (including without limitation, in written, oral, visual or electronic form or on tape or disk) that is confidential in nature and identified as such that is disclosed, furnished or communicated by or on behalf of the disclosing Party to the receiving Party through the receiving Party’s directors, officers, employees, representatives, or agents in connection with this Agreement or which comes to the receiving Party’s attention in connection with this Agreement, including the fact that this Agreement has been signed by the Parties and the terms herein.

6.2 Each Party may disclose the other Party's Confidential Information to (a) its employees, officers, representatives, Affiliates or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives, Affiliates or advisers to whom it discloses the other Party's Confidential Information are bound by or subject to substantially similar confidentiality terms and shall be responsible to the other for any breaches of these confidentiality obligations by its employees, officers, representatives, Affiliates or advisers; and (b) the extent required by applicable law or regulation, court order or governmental or regulatory authority provided that the receiving Party only discloses that amount of information required to comply with such law or regulation, court order or request and that receiving Party shall provide disclosing Party with prior written notice to allow the disclosing Party to protect the confidentiality of that information and to take steps to avoid or limit the scope of the disclosure.

6.3 No Party shall use any other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement. Each Party shall use reasonable measures to safeguard the Confidential Information of the other.

6.4 Notwithstanding the foregoing, the confidentiality obligations in this Clause 6 shall not apply to information that is (a) publicly available not as a result or any breach of confidentiality by the receiving Party; (b) lawfully obtained from third parties not under confidentiality restrictions; or (c) is independently developed by the receiving Party whether on its own or jointly with any third party without reference to the Confidential Information provided by or on behalf of the disclosing Party.

6.5 The obligation to maintain the confidentiality of the Confidential Information provided under this Agreement shall survive for one (1) year from the expiry or termination of this Agreement.

7. Personal Data

7.1 For the purpose of this Agreement, the term ‘’Data Protection Legislation” shall refer to the Regulation (EU) 2016/679 (the “GDPR”), and any capitalised term in this Clause 7 which are not defined in this Agreement shall have the meaning defined under the GDPR.

7.2 You agree that you are solely responsible for any and all Personal Data that you provide to us and our Affiliates under this Agreement. You represent that the Personal Data is strictly necessary, accurate and that you have obtained and will continue to maintain all necessary consents from the relevant Individuals to whom the Personal Data relates as may be necessary for us and our Affiliates to process, use and disclose the Personal Data in our provision of the Services for the purposes of this Agreement or as required by law or order of court, without violating the rights of such Individuals or any applicable data privacy laws and regulations in relation to such Personal Data. In addition, you shall at our request, furnish such consents to us. To the extent that you provide any Personal Data to us and our Affiliates on behalf of third parties under this Agreement, you represent that you have obtained all required consents from such third parties under the GDPR and all applicable privacy and data protection laws before providing such Personal Data to us.

7.3 You consent to the processing of the Personal Data by us and/or our Affiliates or agents for the purpose of providing the Services to you under this Agreement as your data intermediaries. Any Personal Data that you require for us and our Affiliates to collect and/or process on your behalf, shall be in accordance with our data privacy policy which may be provided to you and updated from time to time and subject to the GDPR.

7.4 You further acknowledge and agree that the Personal Data of certain Individuals that we disclose to you under this Agreement is solely for the purpose of our provision and your use of the Services under this Agreement, and that accordingly, you may not use such Personal Data for any other purposes. You further agree and undertake that you will only permit access to the Personal Data to such of your employees, agents and service providers who have a need to know of the Personal Data and you will ensure that each of them is aware of such purposes and will be prevented and restricted from using such Personal Data for any other purpose.

7.5 Further and in addition to the above, each Party and its Affiliates shall with respect to the Personal Data provided to, obtained, or accessed by it in the course of providing or use of the Services:

1. comply with the data protection and data privacy laws applicable to it;
2. collect, store, use, disclose, correct, transfer or otherwise deal with Personal Data in accordance with such data protection and data privacy laws applicable to it, and where additional requirements are requested in writing by the disclosing party, do so to the extent that compliance with such requirement would not cause the party to breach any other applicable data protection and data privacy law;
3. take steps to correct any errors in the Personal Data provided to it as soon as it has been notified of such errors;
4. not transfer or export the Personal Data outside of the agreed territories without the prior written consent of the other Party;
5. protect such Personal Data by making reasonable security arrangements (including where appropriate, physical, administrative, procedural and technical measures) to prevent (i) unauthorised or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of the Personal Data or similar risks; and (ii) the loss of any storage medium or device on which Personal Data is stored;
6. provide reasonable assistance to the other Party to comply with its obligations under any applicable data protection and privacy law;
7. ensure that any person to whom Personal Data is disclosed by it under this Agreement is bound by data protection and privacy laws and obligations similar to that which it is itself subject to under this Agreement;
8. not retain the Personal Data (or any documents or records containing Personal Data, electronic or otherwise) for any period of time longer than is necessary to serve the purposes of this Agreement;
9. upon termination or expiry of this Agreement for any reason, when the Personal Data is no longer required, or at the request of the other Party, destroy or deliver to the other Party in such form as may be agreed, any Personal Data which it has collected, used or disclosed in connection with this Agreement, together with all documentation, books, records and evidence of any and all consents or agreements with third parties relating to such Personal Data. Where applicable each Party shall instruct all third parties to whom it has disclosed Personal Data for the purposes of this Agreement to return to the other Party or delete such Personal Data; and
10. immediately notify the other Party as soon as it becomes aware of a breach of any of its obligations in relation to the Personal Data under this Agreement or under any applicable laws and shall co-operate and render such assistance to the other Party as may be necessary to take preventive steps, provide notifications to third parties and regulatory authorities.

7.6 Notwithstanding the foregoing, Customer agrees that we may, by prior reasonable written notice to Customer, suspend or terminate the provision of a Service without liability to Customer if (i) we are not able to comply with or have not complied with this Clause 7 or any applicable data protection law governing the Personal Data of the Customer; (ii) we receive any inquiry or request or investigation from any government or regulatory agency or third party in relation to the Personal Data. In such cases, we will take reasonable and appropriate steps to remedy any non-compliance, cease further processing of the Personal Data and, with regards to sub-clause (ii) notify Customer of such action to the extent that Customer is required to answer such inquiry, request or investigation.

7.7 Each Party agrees to fully defend, indemnify and hold the other Party and the other Party’s Affiliates, as well as their respective employees, agents and officers (“Indemnitees”) harmless from and against any claim, action, demand or complaint, as well as all liabilities, judgments, penalties, compounds, losses, costs, damages and expenses that any or all of the Indemnitees may suffer in connection with any breach of this Clause 7, any act, omission or negligence that causes or results in the Indemnities being in breach of the GDPR or any applicable data protection or privacy laws, and whether arising on account of the actions of such Party and its Affiliates, and their employees, sub-contractors, representatives or agents or otherwise howsoever. This Clause 7.7 shall continue in full force and effect after termination and expiration of this Agreement.

8. Force Majeure

8.1 If either Party or its Affiliates is affected by any event or circumstance beyond the reasonable control of either Party that adversely affects the performance by such Party of any of its obligations under this Agreement, including but not limited to acts of God, fire, flood, pandemics or other catastrophes; national emergencies, wars or acts of war, rebellions, insurrections, riots, acts of terrorism, cyber-attacks; acts of governments (including legislative bodies and courts) or public enemy; industrial disputes and severe labour disturbances; acts or omissions of the other Party and acts of a service provider (“Force Majeure”), it shall forthwith notify the other Party of the nature and extent thereof in writing and in any case, within two (2) calendar days of discovering such event or circumstance. Neither Party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations hereunder to the extent that such delay or non-performance is due to any event of Force Majeure of which it has notified the other Party; and the time for performance of that obligation shall be extended accordingly. Such Party affected by the Force Majeure shall use all reasonable endeavours to mitigate the effect of such Force Majeure thereof, and shall be excused from the performance of its obligations hereunder while or to the extent of its performance is interrupted or prevented by Force Majeure.

9. Suspension

9.1 We reserve the right to suspend the provision of any or all the Services by way of written notice if (a) you fail to make payment of Fees in accordance with the terms of this Agreement; (b) we reasonably believe in our sole discretion that the suspension of the Service is necessary for operational, security or emergency purposes; or (c) we are required to do so by any applicable law or regulation.

9.2 In the event that we suspend the Services under Clause 9.1(a), you agree to pay us a reactivation fee of S$150 to reactivate the suspended Service, and such reactivation shall be without prejudice to our other rights and remedies under this Agreement or at law.

9.3 We shall have no liability to you or to any other third parties for any damage or loss suffered or incurred as a result of our such suspension, which shall be without prejudice to our rights and remedies under this Agreement or at law.

10. Duration and Termination

10.1 This Agreement shall continue in force for so long as any Service Order remain in force, and for the period as set out herein and shall be automatically renewed thereafter on an annual basis unless terminated by either Party with not less than sixty (60) days’ prior written notice. Unless otherwise expressly provided, each Service Order shall be for a minimum fixed term of twelve (12) months, and shall be automatically renewed thereafter on an annual basis unless terminated by either Party with not less than sixty (60) days’ prior written notice. No early termination of a Service Order by you shall be permitted other than in accordance with Clause 10.3.

10.2 We may terminate this Agreement and/or any of the Service Orders at any time without cause upon sixty (60) days’ prior written notice to you.

10.3 Either Party shall be entitled forthwith to terminate this Agreement by written notice to the other if (a) the other Party commits any material breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy (other than for your failure to make payment under Clause 3 for which Clause 3.3 applies), fails to remedy the same within thirty (30) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied, (b) an encumbrance takes possession or a receiver is appointed over any of the property or assets of the other Party, the other Party makes any voluntary arrangement with its creditors or becomes subject to an order of judicial management, and/or the other Party goes into liquidation, or anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party, or the other Party ceases, or threatens to cease, to carry on business.

10.4 For the purposes of Clause 10.3, a breach shall be considered capable of remedy if the other Party can comply with the provision in question in all respects other than as to the time of performance.

10.5 The rights to terminate this Agreement given by this Clause 10 shall be without prejudice to any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

11. Consequences of Termination

11.1 Upon the termination of this Agreement for any reason, each Party shall pay to the other any and all outstanding amounts, including unpaid invoices in respect of the remainder of the term of the Services and invoices in respect of the Services ordered by you and confirmed and accepted by us but for which an invoice has not been submitted, all such amounts (whether or not invoiced) shall become immediately payable in place of the payment terms previously agreed between the Parties.

11.2 Upon any termination of this Agreement, we shall (a) be entitled to cancel the provision of the Services which have not been paid for against cancellation of the relevant invoices, and (b) not be liable for any compensation or indemnity (whether for loss of distribution rights, goodwill or otherwise caused to you or any third party) as a result of the termination of this Agreement in accordance with its terms and you shall not be entitled to same.

11.3 Subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination, we shall have no further obligation to you under this Agreement following the termination of this Agreement. Notwithstanding the foregoing, any provision of this Agreement that expressly or is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

12. Other Terms and Conditions

12.1 Unless the prior written consent of the other Party has been obtained, neither Party shall publicly refer to this Agreement or the other Party in its promotional materials or in other public communication.

12.2 Except where it is expressly provided otherwise herein, no person who is not a party to this Agreement shall have any rights as a third party beneficiary or to enforce any term of this Agreement. Further, where we enter into any agreements with our Affiliates, you agree that you shall not have any rights as a third party beneficiary under those agreements or to enforce any term of those agreements, and shall waive those rights to the extent that they arise.

12.3 Neither Party may assign this Agreement and any of its rights and obligations hereunder without the prior written consent of the other Party or except as expressly provided in this Agreement.

12.4 Any amendment made to these General Terms and Conditions shall be deemed to apply to all Service Orders entered into between the Parties.

12.5 Unless otherwise stipulated nothing in this Agreement shall create, or be deemed to create, a partnership, a joint venture, a trust arrangement or the relationship of employer and employee between the Parties and their respective Affiliates.

12.6 This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, supersedes all previous agreements and understandings between the Parties with respect thereto.

12.7 The Parties agree that in the event of any conflict or inconsistency between the terms of the following documents, then the prevailing terms shall be those contained in the documents in the following order of priority (a) in respect of any Service Order, the terms set out in such Service Order, and (b) these General Terms and Conditions.

12.8 If any provision of this Agreement, or any part thereof, is held by any court or other competent authority to be void or unenforceable in whole or part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.

12.9 No failure to exercise and no delay in exercising any right, power or privilege by any Party under this Agreement shall operate as a waiver of such right, power or privilege, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Unless otherwise expressly provided herein, no remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement. The election of any one or more of such remedies by any Party shall not constitute a waiver by such Party of the right to pursue any other available remedies.

13. Notices

13.1 Unless otherwise agreed, all notices, demands, requests and other communications made (collectively referred to as "Notices") shall be in writing and in the English language. Notices shall be sent or delivered to the respective addresses and/or email addresses set forth in the Service Order or such other address as the intended recipient shall notify the sender in writing.

13.2 Notices will be deemed received (a) in the case of hand delivery, on the day of delivery to the other Party, (b) in the case of prepaid post, within seven (7) days of such posting, (c) in the case of registered prepaid post or courier, upon written acknowledgement of receipt, or (d) in the case of email, after twenty-four (24) hours unless a “delivery failure” notification is received.

14. Governing Law and Dispute Resolution

14.1 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 shall be governed by, and construed in accordance with, the laws of Texas.

14.2 The Parties hereby agree that all disputes, controversies or differences arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (“Dispute”), shall be resolved in accordance with the following procedure:

• Either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. Upon service of the Dispute Notice, the Chief Operating Officer of Armor Security and the Chief Executive Officer of Customer or their respective authorised representatives (“Senior Representatives”) shall first attempt in good faith to resolve the Dispute.
• If the Senior Representatives are for any reason unable to resolve the Dispute within 60 days (or any other duration as agreed between the Parties) of it being referred to them, the Parties agree that the Dispute shall be referred to mediation.
• If the Parties are unable to resolve the Dispute via mediation in accordance with sub-clause (b) above, the Parties agree that the Dispute shall be referred to and finally resolved by arbitration Any dispute between the parties arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, for the time being in force, which rules are deemed incorporated by reference into this Clause 14. The tribunal shall consist of one arbitrator and the language of the arbitration shall be English.