1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the

Customer to use the Services.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for

business.

Confidential Information: has the meaning set out in clause 10.1.

Customer Content: the content or data uploaded or inputted by the Customer, Authorised Users, or Pareto on the

Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

Effective Date: the date of final signature to this agreement.

EULA: the end user licence agreement set out on the Platform.

Fees: the fees payable by the Customer to Pareto for the Initial Subscription Term and the Tokens as set out above

together with any other fees charged from time to time in relation to the Platform.

Initial Subscription Term: the initial term of this agreement as set out above.

Platform: means the Pareto Digital Campus at https://digitalcampus.mypareto.com/Account/login which is hosted

through RiseUp.

Randstad: means Randstad UK Holding Limited and each of its holding companies and subsidiaries and each

subsidiary of its holding companies (as each term is defined in the Companies Act 2006) incorporated in or operating

from England from time to time.

Renewal Period: the period described in clause 14.1 .

Rise Up: means Rise Up managed by Arnaud and Guillaume Blachon - SIRET 802 232 264 000 19 - 20 boulevard

Montmartre - 75009 Paris.

Services: the subscription services to the Platform provided by Pareto (or its third party licensors) to the Customer

under this agreement.

Software: the online software applications provided by Pareto (or its third party licensors) as part of the Services.

Subscription Term: has the meaning given in clause 13.1 (being the Initial Subscription Term together with any

subsequent Renewal Periods).

Tokens: the Tokens purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and

use the Services in accordance with this agreement.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise

adversely affect the operation of any computer software, hardware or network, any telecommunications service,

equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the

operation of any programme or data, including the reliability of any programme or data (whether by re-arranging,

altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience,

including worms, trojan horses, viruses and other similar things or devices

1.2 Unless otherwise stated in this Agreement: (a) the headings are included for convenience only; (b) words in the

singular shall include the plural and vice versa, references to any gender shall include all genders and references to

legal persons shall include natural persons and vice versa; (c) a reference to a statute or statutory provision is a

reference to it as amended, extended or re-enacted from time to time; and (d) any words following the terms including,

include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the

sense of the words, description, definition, phrase or term preceding those terms.

2. Licence to use

2.1 Subject to the Customer purchasing the Tokens, the restrictions set out in this clause 2 and the other terms and

conditions of this agreement, Pareto hereby grants to the Customer a non-exclusive, non-transferable right and

licence, without the right to grant sublicences, to permit the Authorised Users to use the Services during the

Subscription Term solely for the Customer's internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services shall not

exceed the number of Tokens it has purchased from time to time;

(b) it will not allow or suffer any Token to be used by more than one individual Authorised User unless it has

been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User

shall no longer have any right to access or use the Services;

(c) each Authorised User shall keep a secure password for their use of the Services, that such password

shall be changed no less frequently than every month and that each Authorised User shall keep their password

confidential;

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(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Pareto within

5 Business Days of Pareto's written request at any time or times;

(e) it shall permit Pareto or Pareto's designated auditor to audit the Services in order to establish the name

and password of each Authorised User and the Customer's data processing facilities to audit compliance with

this agreement. Each such audit may be conducted no more than once per quarter, at Pareto's expense, and

this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with

the Customer's normal conduct of business;

(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any

individual who is not an Authorised User, then without prejudice to Pareto's other rights, the Customer shall

promptly disable such passwords and Pareto shall not issue any new passwords to any such individual; and

(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Fees to Pareto,

then without prejudice to Pareto's other rights, the Customer shall pay to Pareto an amount equal to such

underpayment as calculated in accordance with the prices set out in this agreement within 10 Business Days of

the date of the relevant audit.

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its

use of the Services (including any Customer Content) that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically

offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;

and Pareto reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's

access to any material that breaches the provisions of this clause.

2.4 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between

the parties and except to the extent expressly permitted under this agreement:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download,

display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to

human-perceivable form all or any part of the Software or the Services. In this respect, before exercising

the decompilation and reverse engineering rights provided for by law for interoperability purposes, the

Customer must ask Rise Up for the information necessary to ensure the interoperability of the Services

with other services and programs. The Customer may only then exercise the legal rights in the event of (i)

acceptance by Rise Up or (ii) unjustified refusal by Rise Up to provide the information or (iii) absence of

response from Rise Up within a reasonable period of time, and provided that this information is not used

by the Customer to provide services to third parties (unless expressly authorised under the agreement).

Decompilation of the Service for all other purposes is strictly prohibited; or

(b) access all or any part of the Services in order to build a product or service which competes with the

Services; or

(c) disrupt or interrupt the performance of the Services or the processing of the data contained therein (for

example, by means of comparative tests or unauthorised penetration tests);

(d) use the Services to provide services to third parties; or

(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit,

or otherwise make the Services available to any third party except the Authorised Users, or

(f) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under

this clause 2 ; or

(g) introduce or permit the introduction of, any Virus into the Services or Pareto's network and information

systems.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the

Services and, in the event of any such unauthorised access or use, promptly notify Pareto.

2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted

to any subsidiary or holding company of the Customer.

3. Additional Tokens

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3.1 Subject to clause 3.2 and clause 3.3 , the Customer may, from time to time during any Subscription Term,

purchase additional Tokens in excess of the number set out above and Pareto shall grant access to the Services to

such additional Authorised Users in accordance with the provisions of this agreement.

3.2 If the Customer wishes to purchase additional Tokens, the Customer shall notify Pareto in writing. Pareto shall

evaluate such request for additional Tokens and respond to the Customer with approval or rejection of the request.

Where Pareto approves the request, Pareto shall activate the additional Tokens within ten (10) days of its approval of

the Customer's request.

3.3 If Pareto approves the Customer's request to purchase additional Tokens, the Customer shall, within 30 days of

the date of Pareto's invoice, pay to Pareto the relevant fees for such additional Tokens as set out above and, if such

additional Tokens are purchased by the Customer part way through the Initial Subscription Term or any Renewal

Period (as applicable), such fees shall be pro-rated from the date of activation by Pareto for the remainder of the Initial

Subscription Term or then current Renewal Period (as applicable).

4. Data protection

The Customer shall comply with any data protection policy set out on the Platform.

5. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond

with, and purchase products and services from, third parties via third-party websites and that it does so solely at its

own risk. Pareto makes no representation, warranty or commitment and shall have no liability or obligation whatsoever

in relation to the content or use of, or correspondence with, any such third-party website, or any transactions

completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and

any transaction completed via any third-party website is between the Customer and the relevant third party, and not

Pareto. Pareto recommends that the Customer refers to the third party's website terms and conditions and privacy

policy prior to using the relevant third-party website. Pareto does not endorse or approve any third-party website nor

the content of any of the third-party website made available via the Services.

6. Pareto's obligations

6.1 Pareto shall perform the Services with reasonable skill and care.

6.2 Pareto's obligations at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use

of the Services contrary to Pareto's instructions, or modification or alteration of the Services by any party other than

Pareto or Pareto's duly authorised contractors or agents. If the Services do not conform with the terms of clause 6.1,

Pareto will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly.

Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in

clause 6.1.

6.3 Pareto:

(a) does not warrant that:

(i) the Customer's use of the Services will be uninterrupted or error-free; or

(ii) that the Services and/or the information obtained by the Customer through the Services will meet the

Customer's requirements; or

(iii) the Software or the Services will be free from Viruses.

(b) 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.

6.4 This agreement shall not prevent Pareto from entering into similar agreements with third parties, or from

independently developing, using, selling or licensing documentation, products and/or services which are similar to

those provided under this agreement.

6.5 Pareto warrants that it has and will maintain all necessary licences, consents, and permissions necessary for

the performance of its obligations under this agreement.

7. Customer's obligations

7.1 The Customer shall:

(a) provide Pareto with:

(i) all necessary co-operation in relation to this agreement; and

(ii) all necessary access to such information as may be required by Pareto;

in order to provide the Services, including but not limited to Customer Content, security access

information and configuration services;

(b) without affecting its other obligations under this agreement, comply with all applicable laws and

regulations with respect to its activities under this agreement;

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(c) comply with the terms of the EULA and procure that all Authorised Users comply with the terms of the

EULA;

(d) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In

the event of any delays in the Customer's provision of such assistance as agreed by the parties, Pareto

may adjust any agreed timetable or delivery schedule as reasonably necessary;

(e) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this

agreement and shall be responsible for any Authorised User's breach of this agreement;

(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Pareto, its

contractors and agents to perform their obligations under this agreement, including without limitation the

Services;

(g) ensure that its network and systems comply with the relevant specifications provided by Pareto from time

to time; and

(h) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely

responsible for procuring, maintaining and securing its network connections and telecommunications links

from its systems to Pareto's data centres, and all problems, conditions, delays, delivery failures and all

other loss or damage arising from or relating to the Customer's network connections or

telecommunications links or caused by the internet.

7.2 The Customer shall own all right, title and interest in and to all of the Customer Content that is not personal data

and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer

Content.

8. Charges and payment

8.1 The Customer shall pay the Fees to Pareto in accordance with this clause 8.

8.2 The Customer shall on the Effective Date provide to Pareto valid, up-to-date and complete credit card details or

approved purchase order information acceptable to Pareto and any other relevant valid, up-to-date and complete

contact and billing details and, if the Customer provides:

(a) its credit card details to Pareto, the Customer hereby authorises Pareto (or a third party appointed by

Pareto) to bill such credit card:

(i) on the Effective Date for the Fees payable in respect of the Initial Subscription Term;

(ii) on the date of any purchase of Tokens; and

(iii) subject to clause 14.1 , on each anniversary of the Effective Date for the Fees payable in respect of

the next Renewal Period;

(b) its approved purchase order information to Pareto, Pareto shall invoice the Customer:

(i) on the Effective Date for the Fees payable in respect of the Initial Subscription Term; and

(ii) subject to clause 14.1 , at least 30 days prior to each anniversary of the Effective Date for the Fees

payable in respect of the next Renewal Period,

and the Customer shall pay each invoice within 30 days after the date of such invoice.

8.3 If Pareto has not received payment within 14 days after the due date, and without prejudice to any other rights

and remedies of Pareto:

(a) Pareto may, on no less than 5 Business Days' notice to the Customer and without liability to the

Customer, disable the Customer's password, account and access to all or part of the Services and Pareto

shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain

unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then

current base lending rate of Pareto's bankers in the UK from time to time, commencing on the due date

and continuing until fully paid, whether before or after judgment.

8.4 All amounts and fees stated or referred to in this agreement:

(a) shall be payable in pounds sterling;

(b) are, subject to clause 13.3(b) , non-cancellable and non-refundable;

(c) are exclusive of value added tax, which shall be added to Pareto's invoice(s) at the appropriate rate.

8.5 Pareto shall be entitled to increase the Fees and the fees payable in respect of the additional Tokens purchased

pursuant to clause 3 at the start of each Renewal Period.

9. Proprietary rights

9.1 The Customer acknowledges and agrees that Pareto and/or its licensors own all intellectual property rights in

the Platform, the Services and the Software. Except as expressly stated herein, this agreement does not grant the

Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks

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(whether registered or unregistered), or any other rights or licences in respect of the Platform, the Services or the

Software.

9.2 Pareto confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it

purports to grant under, and in accordance with, the terms of this agreement.

10. Confidentiality

10.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a

party or its Representatives (as defined below) to the other party and that party's Representatives whether before or

after the date of this agreement in connection with the Services, including but not limited to:

(a) any information that would be regarded as confidential by a reasonable business person relating to:

(i) the business, assets, affairs, customers, clients or suppliers of the disclosing party (or of any

member of the group of companies to which the disclosing party belongs); and

(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the

disclosing party (or of any member of the group of companies to which the disclosing party belongs);

(b) any information developed by the parties in the course of carrying out this agreement and the parties

agree that:

(i) details of the Services, and the results of any performance tests of the Services, shall constitute

Pareto Confidential Information; and

(ii) Customer Content shall constitute Customer Confidential Information;

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors,

representatives and advisers.

1.1 Each party may be given access to Confidential Information from the other party in order to perform its

obligations under this agreement. A party’s Confidential Information shall not include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party; or

(b) was in the other party’s lawful possession before the disclosure; or

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by

written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or

administrative body.

1.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the

other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose

other than the implementation of this agreement.

1.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access

is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

1.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information

caused by any third party.

1.5 The Customer acknowledges that the Software, the results of any performance tests of the Software and the

Services constitute Pareto’s Confidential Information.

1.6 The above provisions of this clause 10 shall survive termination of this agreement, however arising.

11. Indemnity

11.1 The Customer shall defend, indemnify and hold harmless Pareto against claims, actions, proceedings, losses,

damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in

connection with the Customer's use of the Services, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) Pareto provides reasonable co-operation to the Customer in the defence and settlement of such claim, at

the Customer's expense; and

(c) the Customer is given sole authority to defend or settle the claim.

11.2 Pareto shall defend the Customer, its officers, directors and employees against any claim that the Customer's

use of the Services in accordance with this agreement infringes any United Kingdom patent effective as of the

Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for

any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) Pareto is given prompt notice of any such claim;

(b) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and

provides reasonable co-operation to Pareto in the defence and settlement of such claim, at Pareto's

expense; and

(c) Pareto is given sole authority to defend or settle the claim.

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11.3 In the defence or settlement of any claim, Pareto may procure the right for the Customer to continue using the

Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably

available, terminate this agreement on 5 Business Days' notice to the Customer without any additional liability or

obligation to pay liquidated damages or other additional costs to the Customer.

11.4 In no event shall Pareto, its employees, agents and sub-contractors be liable to the Customer to the extent that

the alleged infringement is based on:

(a) a modification of the Services by anyone other than Pareto; or

(b) the Customer's use of the Services in a manner contrary to the instructions given to the Customer by

Pareto; or

(c) the Customer's use of the Services after notice of the alleged or actual infringement from Pareto or any

appropriate authority; or

(d) the Customer's breach of this agreement.

11.5 The foregoing states the Customer's sole and exclusive rights and remedies, and Pareto's (including Pareto's

employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade

mark, database right or right of confidentiality.

12. Limitation of liability

12.1 Except as expressly and specifically provided in this agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services by the

Customer, and for conclusions drawn from such use. Pareto shall have no liability for any damage caused

by any Customer Content, information, instructions or scripts provided to Pareto by the Customer in

connection with the Services, or any actions taken by Pareto at the Customer's direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or

common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

(c) the Services are provided to the Customer on an "as is" basis.

12.2 Nothing in this agreement excludes the liability of Pareto:

(a) for death or personal injury caused by Pareto's negligence; or

(b) for fraud or fraudulent misrepresentation.

12.3 Subject to clause 12.1 and clause 12.2 :

(a) Pareto shall have no liability for any:

(i) loss of profits,

(ii) loss of business,

(iii) wasted expenditure,

(iv) depletion of goodwill and/or similar losses,

(v) loss or corruption of data or information, or

(vi) any special, indirect or consequential loss, costs, damages, charges or expenses; and

(b) Pareto's total aggregate liability to the Customer in respect of all breaches occurring within any contract

year shall not exceed the total Fees payable in that year.

12.4 References to liability in this clause 12 include every kind of liability arising under or in connection with this

agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or

otherwise.

13. Term and termination

13.1 This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective

Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed

for successive periods of 12 months (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial

Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry

of the applicable Initial Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of this agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription

Term.

13.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with

immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and

remains in default not less than 14 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this agreement and (if such breach is

remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;

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(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as

they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of

section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the

court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling

any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors

other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or

more other companies or the solvent reconstruction of that other party;

(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with

the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation

of that other party with one or more other companies or the solvent reconstruction of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice

of intention to appoint an administrator is given or if an administrator is appointed, over the other party

(being a company, partnership or limited liability partnership);

(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited

liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is

appointed over the assets of the other party;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution,

sequestration or other such process is levied or enforced on or sued against, the whole or any part of the

other party's assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is

subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause

14.2(j) (inclusive);

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part

of its business;

(m) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to

give effect to the terms of this agreement is in jeopardy; or

(n) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax

Act 2010).

13.3 On termination of this agreement for any reason:

(a) all licences granted under this agreement shall immediately terminate and the Customer shall

immediately cease all use of the Services;

(b) Pareto may destroy or otherwise dispose of any of the Customer Content in its possession unless Pareto

receives, no later than ten days after the effective date of the termination of this agreement, a written

request for the delivery to the Customer of the then most recent back-up of the Customer Content. Pareto

shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 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 resulting from termination (whether or not due at the date of termination). The

Customer shall pay all reasonable expenses incurred by Pareto in returning or disposing of Customer

Content; and

(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of

termination, including the right to claim damages in respect of any breach of the agreement which existed

at or before the date of termination shall not be affected or prejudiced.

14. Force majeure

Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its

obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The

time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance

continues for 30 days, the party not affected may terminate this agreement by giving 14 days’ written notice to the

affected party.

2. Assignment and subcontracting

14.1 The Customer shall not, without the prior written consent of Pareto, assign, transfer, mortgage, charge,

subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this

agreement.

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14.2 Pareto may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any

other manner with any or all of its rights and obligations under this agreement.

15. Third party rights

2.1 Save as set out in clause 16.2, this agreement does not give rise to any rights under the Contracts (Rights of

Third Parties) Act 1999 to enforce any term of this agreement.

2.2 Notwithstanding clause 16.1, Rise Up and Randstad may:

(a) enforce Pareto’s rights under this agreement;

(b) take advantage of the benefits conferred upon Pareto by this agreement; and

(c) rely on the representations, warranties and covenants given by the Customer,

provided that any enforcement by Rise Up [or Randstad] of such rights, benefits, warranties, representations,

covenants, exclusions and/or limitations shall be subject to the terms of this agreement.

2.3 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

16. Notices

2.4 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent

by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such

other address as may have been notified by that party for such purposes.

2.5 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in

business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid

first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have

been delivered in the normal course of post.

3. Miscellaneous

3.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to

whom the waiver is addressed and to the circumstances for which it is given.

3.2 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in

addition to, and not exclusive of, any rights or remedies provided by law.

3.3 If any provision (or part of a provision) of this agreement is found by any court or administrative body of

competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

3.4 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were

deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of

the parties.

3.5 This agreement constitutes the entire agreement between the parties and supersede and extinguish all previous

agreements, promises, assurances, warranties, representations and understandings between them, whether written or

oral, relating to their subject matter.

3.6 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation,

assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

3.7 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their

authorised representatives).

3.8 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or

formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws

of England.

3.9 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim

that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual

disputes or claims).