Commercial Terms and Conditions

SUPPLY OF SERVICES

Conferences and Events, eMedia, Digital, Journals and Services – Terms and Conditions

1. Interpretation

1.1 Definitions

In this Agreement (unless the context otherwise requires), the following words shall have the following meanings:

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

business.

Change Request: shall have the meaning given to it in clause 9.1.

Charges: the charges payable by the Client for the supply of the Services by OmniaMed, as set out in the Order Form.

Client: the client entity identified in the Order Form.

Conditions: means these terms and conditions which apply to the supply of all Services; “Agreement” means these

Conditions and the confirmed Order Form agreed in writing with the Client.

Client Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Client to

OmniaMed.

Data Protection Legislation:

(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which

relates to the protection of personal data; and

(b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European

Union to which the party is subject, which relates to the protection of personal data, and

the terms “Controller“, “Data Subject“, “Personal Data“, “Personal Data Breach“, “Processor“, “Process” (and its

derivatives), and “Appropriate Technical and Organisational Security Measures” shall have the meanings given to

them in the Data Protection Legislation.

Deliverables: all documents, products and materials developed by OmniaMed or its agents, subcontractors and

personnel as part of or in relation to the Services in any form, including without limitation computer programs, data,

reports and specifications (including drafts), as set out in the Order Form.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

Event: means the event (including, but not limited to, the accommodation, services and other facilities) that may be

booked by the Client pursuant to the Order Form.

Event Start Date: the day on which the Event is due to take place, as set out in the Order Form (if applicable).

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and

service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for

passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect

the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property

rights, in each case whether registered or unregistered and including all applications and rights to apply for and be

1granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms

of protection which subsist or will subsist now or in the future in any part of the world.

OmniaMed: OMNIAMED COMMUNICATIONS LIMITED incorporated and registered in England and Wales with

company number: 04750138, whose registered office is at Ground Floor, 108 Cannon Street, London, EC4N 6EU.

OmniaMed IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Client Materials

incorporated in them.

Order Form: the order form agreed between the Client and OmniaMed outlining the Services being provided by

OmniaMed to the Client , in accordance with these Conditions and any Schedules.

Relevant Personal Data: has the meaning given in clause 5.2.

Services: the services, including without limitation any Deliverables, to be provided by OmniaMed pursuant to the Order

Form.

Services Start Date: the day on which OmniaMed is to start provision of the Services, as set out in the Order Form.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act

2018.

Venue: means the hotel, conference centre or other venue for the Event.

1.2 Interpretation:

(a) A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted

from time to time and shall include all subordinate legislation made from time to time under that legislation or

legislative provision.

(b) 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. Commencement and term

The Agreement shall commence on the date when the Order Form has been signed by both parties and shall continue,

unless terminated earlier in accordance with the terms of the Agreement, until either party gives to the other not less than

three months’ written notice to terminate, expiring on or after the first anniversary of the Services Start Date.

3. Supply of services

3.1 OmniaMed shall supply the Services to the Client from the Services Start Date in accordance with the Order Form. No

Order Form shall be valid and confirmed, including any booking for Services or Deliverables to which it relates, until such

Order Form has been agreed in writing between the parties.

3.2 In supplying the Services, OmniaMed shall:

(a) perform the Services with reasonable care and skill;

2(b) perform the Services in accordance with the service description set out in the Order Form;

shall not be liable under the Agreement if, as a result of such compliance, it is in breach of any of its

obligations under the Agreement; and

(d) take reasonable care of all Client Materials in its possession and make them available for collection by the

Client on reasonable notice and request, always provided that OmniaMed may destroy the Client Materials if

the Client fails to collect the Client Materials within a reasonable period after termination of the Agreement.

3.3 OmniaMed does not warrant that the Client’s use of the Services and/or Deliverables will be uninterrupted or error-free.

3.4 OmniaMed 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 Client acknowledges that the Services

may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.5 General Assumptions:

(a) Unless stated otherwise cost estimates include three review rounds for each deliverable and certification.

Further rounds of review may incur additional charges. In all phases of review, feedback must be consolidated

and sent to OMC. Providing unconsolidated feedback may result in time delay and additional costs.

(b) Costs do not include copyright and permissions for slide decks. If required these will be shared with the client

for approval before purchase.

users.

3.6 Branding and Design:

(a) Unless agreed otherwise, all bespoke requests such as creating/redrawing specific or complex

graphics/illustrations are not included with the concept design phase. If required OMC will advise of additional

charge and timeline consideration before work commences. Designs will be created with modern standards in

place, for scalable graphics, mobile friendly and text/colours optimised for web accessibility – WCAG 2.1

Level: AA/AAA. Fully licenced stock images, illustrations, vector graphics may be used in design concepts.

3.7 Video Production:

(a) Unless agreed otherwise, Client owns the end work (EG Finished video/podcast/image etc)

(b) Raw production video/audio files can be provided for an additional cost

license restrictions, cannot be handed over. In the event the client needs a fully working project file for their

own amends or re-edits, a list of licensed assets and sources will be provided for the client to obtain their own

license rights to use them. If client has their own source for stock assets, then please advise OMC prior to

works commencing. Cost does not include copyright clearance for additional use than agreed with OMC.

(d) If a client anticipates requiring working project files, please advise prior to work commencement.

34. Client’s obligations

4.1 The Client shall:

(a) co-operate with OmniaMed in all matters relating to the Services, including by providing OmniaMed the Client

Materials in a timely manner;

(b) provide, for OmniaMed, its agents, subcontractors, consultants and employees, in a timely manner and at no

charge, access to the Client’s data and other facilities as reasonably required by OmniaMed or any of them;

accurate and complete in all material respects;

(d) ensure that any and all materials supplied and/or published as part of the Services are both legally and

commercially fit for publication in the territories where it is due to be distributed or viewed, whether digitally or

otherwise; and

(e) comply with any other Client obligations or dependencies set out in Schedule 1 (Service-specific Terms)

and/or the Order Form.

4.2 Where the provision of the Services and/or Deliverables include:

(a) images and videos of and/or interviews or statements from the Client’s employees, representatives, agents or

otherwise; or

(b) any Client Materials which contain content from a third party provided to the Client,

the Client shall procure the appropriate consents, permissions and releases required to enable OmniaMed to deliver

the Services.

4.3 If OmniaMed’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the

Client, its agents, subcontractors, consultants or employees, OmniaMed shall:

(a) not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly

from such prevention or delay;

(b) be entitled to payment of the Charges despite any such prevention or delay; and

(a) be entitled to recover any additional costs, charges or losses OmniaMed sustains or incurs that arise directly

or indirectly from such prevention or delay.

5. Use of Artificial Intelligence tools:

6. Data protection

6.1 The parties shall each comply with their respective obligations under the Data Protection Legislation in respect of any

Personal Data that it Processes or controls under or in relation to this Agreement.

46.2 Where Omniamed and the Client each act as a separate Controller in relation to Personal Data processed and / or shared

by the parties in connection with this Agreement (“Relevant Personal Data“), each of Omniamed and the Client agree, to

the extent applicable, that it shall comply with its obligations as a Controller under Data Protection Legislation in respect of

the Relevant Personal Data and shall not perform any obligation under this Agreement in such a way as to cause either

party to breach any of its obligations under the Data Protection Legislation. Each party warrants that:

(a) it will collect any necessary consent or permission and provide any necessary notice and do all such things as

are required under Data Protection Legislation to enable the other party to lawfully process the Relevant

Personal Data it receives and/or Processes; and

(b) it shall provide the other party with all assistance and cooperation reasonably necessary to enable the other

party to meet its obligations under Data Protection Legislation with respect to the Relevant Personal Data it

receives and / or Processes in relation to this Agreement.

6.3 Each party shall:

(a) collect any necessary permission, provide any necessary notice and do all such other things as are required

under Data Protection Legislation in order for it to disclose Relevant Personal Data to the other party (to the

extent applicable);

(b) implement Appropriate Technical and Organisational Measures to maintain the security of the Relevant

Personal Data and prevent unauthorised or unlawful access to, or processing of, or any accidental loss,

destruction or damage to the Relevant Personal Data; and

Personal Data and provide such information as may be reasonably requested by the other party,

in each case each party shall co-operate with the other and provide reasonable assistance to the other in the discharging

of its duties under Data Protection Legislation in relation to the Relevant Personal Data (to the extent applicable).

7. Intellectual property

7.1 OmniaMed and its licensors shall retain ownership of all OmniaMed IPRs. The Client and its licensors shall retain

ownership of all Intellectual Property Rights in the Client Materials.

7.2 OmniaMed grants the Client, or shall procure the direct grant to the Client of, a non-exclusive, non-transferable and non-

sub-licensable licence to use the OmniaMed IPRs for the sole purpose of receiving and using the Services and the

Deliverables in the Client’s business during the term of the Agreement.

7.3 The Client grants OmniaMed a fully paid-up, worldwide, non-exclusive, royalty-free, transferable licence to copy and

modify the Client Materials for the term of the Agreement for the sole purpose of providing the Services to the Client in

accordance with the Agreement.

7.4 The Client shall indemnify OmniaMed in full against any and all liabilities, costs, expenses, damages and losses suffered

or incurred by OmniaMed arising of or in connection with any claim brought against OmniaMed for infringement of a third

5party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the

Client Materials by OmniaMed.

8. Events

In the event that the Client wishes an Event to be organised as part of the Services, the terms of this clause 7 shall apply:

8.1 The Venue will (unless otherwise agreed) be responsible for obtaining any licences, permits and consents necessary for

the Client at the Event, provided that the Client gives sufficient notice of its exact requirements to allow time for the

appropriate applications to be made and the Client meets the reasonable costs of each application. The Client shall not

be entitled to cancel its participation in the Event on the basis of an unsuccessful application.

8.2 The Client shall (and shall procure that all third parties employed or engaged by the Client) comply at all time with the

terms (including any conditions attached thereto) of all licences, consents, permits, regulations (whether statutory or

otherwise), the Venue’s rules and regulations, any reasonable request of either the Venue or OmniaMed and any decision

or recommendation by the licensing officer or other licensing or entertainment authority. The Client shall ensure that these

conditions are brought to the attentions of all its staff and contractors employed or engaged in connection with the Event.

8.3 OmniaMed reserves the right to refuse admittance to any third-party contractors that the Client may have arranged (for

example, for exhibition stand-building) and does not accept any liability for the acts or omissions of any party engaged by

the Client at the Event.

8.4 Should any delegates or guests or personnel of the Client behave in a manner that is considered unacceptable by either

OmniaMed or the venue provider, OmniaMed reserves the right to remove such party from the Event forthwith and/or

terminate the Agreement. There will be no refund of any Client monies in such circumstances.

8.5 The Client shall pay for the cost of repairing any damage caused to the Venue by its personnel or third-party suppliers or

its guests.

8.6 OmniaMed accepts no responsibility nor liability for any loss or damage to property of the Client, delegates/guests or any

third parties employed by the Client. The Client should note that some Event rooms may not be capable of being locked

and that the Client shall be responsible for informing its delegates/guests or any third parties employed by the Client of

this prior to the Event and for taking all reasonable security measures.

8.7 Additional security may be arranged by the Venue with the Client with adequate prior notice at an additional charge .

9. Acceptance of Deliverables

9.1 In the event that the Order Form does not set out an alternative acceptance process then, subject to Clause 8.2,

acceptance of the Deliverables by the Client shall occur five Business Days from delivery to the Client, unless OmniaMed

has received a written notice from the Client setting out a valid detailed basis for the rejection of the Deliverables. The

Client acknowledges that it may only reject a Deliverable if it does not materially comply with its specification.

9.2 Notwithstanding any other provision of this Agreement or the Order Form, to the extent that the Client uses a

Deliverable(s) in a production environment, or otherwise commercially exploits a Deliverable(s), or if the Client does not

6reject a Deliverable(s) in writing or does not specify a reasonable, detailed basis to reject a Deliverable(s) within the

applicable acceptance period, as set out in Clause 8.1 above or in the applicable Order Form, then such Deliverable(s)

shall be deemed accepted by the Client.

10. Change Control

10.1 At any time during the term of this Agreement the Client may request, or OmniaMed may recommend, changes to all or

any part of the Services by delivering a change request to the other party, together with such further information as that

party may reasonably require (a “Change Request“).

10.2 Each Party shall, upon receiving a Change Request from the other party, review the Change Request, and the parties

shall discuss the effects upon the Services should the proposed change be implemented, including assessing the

anticipated impact of the proposed change on the Services and/or Deliverables and the timescales for the performance

thereof and any change in the Charges and other charges payable to OmniaMed (including any OmniaMed charges for

preparing the Change Request). Where the parties agree to proceed with the Change Request following such

discussions, OmniaMed shall provide the Client with an updated and signed Change Request setting out the agreed

details of the change, and the Client shall sign and return such updated Change Request as soon as reasonably

practicable, upon which the Change Request shall constitute a written amendment to this Agreement in accordance with

Clause 15.6.

10.3 Pending approval of any change, OmniaMed shall (unless otherwise agreed) continue to perform and be paid for the

Services as if such change had not been requested.

11. Warranties

11.1 The Client warrants and undertakes that:

(a) the Client Materials will not, when used in accordance with this Agreement, infringe any Intellectual Property

Rights of any third party, and shall comply with all applicable laws and regulations;

(b) the Client Materials are accurate and complete in all material respects on the date they are supplied to

OmniaMed; and

in connection with this Agreement.

12. Fire, health and safety

In the event that the Client wishes an Event to be organised as part of the Services under the Order Form, the terms of this clause

11 shall apply in relation to all fire, health and safety matters:

12.1 The Client shall:

(a) (and shall procure that all third parties employed by the Client) comply at all times with all fire, electrical,

health and safety regulations (whether statutory or otherwise) including (but not limited to) the Fire

Precautions Act 1971 (as may be amended);

7(b) ensure that any materials brought into the Venue (for example, exhibitor stands) are so far as possible made of

non-flammable materials, that fire exits are kept clear at all times, and where a fire exit sign will be obscured,

the Client shall ensure that appropriate temporary signs are erected;

and/or the Venue with written evidence of this if so requested by the Venue;

(d) provide OmniaMed and/or the Venue with a list of names of all visiting contractors and third parties if so

requested by OmniaMed and/or the Venue; and

(e) obtain the prior written approval from the Venue and any public authority (where necessary) if the Client (or

any third party employed/engaged by the Client) wishes to fix items to the walls, floors and ceilings or to use

smoke machines, lasers, fireworks, cracked oil, dry ice or any form of pyrotechnic.

12.2 OmniaMed and/or the Venue reserves the right to evacuate the Venue in the event of a fire alarm or other emergency

irrespective of whether it is a genuine emergency or not, in order to protect all guests and staff and OmniaMed, in this

event, does not accept any liability for any consequential delay to or cancellation of the Event.

13. Charges and payment

13.1 In consideration for the provision of the Services, the Client shall pay OmniaMed the Charges in accordance with this

clause 12 and the applicable terms in Schedule 1 (Service-specific Terms).

13.2 All amounts payable by the Client exclude amounts in respect of value added tax (VAT), which the Client shall additionally

be liable to pay to OmniaMed at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

13.3 OmniaMed shall submit invoices for the Charges plus VAT if applicable to the Client in accordance with the payment

profile set out in Schedule 1 (Service-specific Terms), or, if no payment profile is specified, then the Client shall submit

invoices monthly in arrears.

13.4 The Client shall pay each invoice due and submitted to it by OmniaMed in accordance with the specific payment terms set

out in Schedule 1 (Service-specific Terms), to the bank account specified by OmniaMed. Where no specific terms are set

out in Schedule 1 (Service-specific Terms), payment is due on 30 days from receipt of invoice. All remittances should be

sent to [email protected] or such other email address that OmniaMed may notify to the Client from time to

time.

13.5 If the Client fails to make any payment due to OmniaMed under the Agreement by the due date for payment, then, without

limiting OmniaMed’s remedies under clause 14 (Termination):

(a) the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether

before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of

England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;

(b) OmniaMed may suspend all Services until payment has been made in full; and

8(c) the Client shall, on demand, immediately reimburse to Omniamed any liabilities, costs and professional and /

or legal fees which may be incurred by Omniamed (or on its behalf) in connection with seeking to recover any

overdue sums.

13.6 Where applicable, OmniaMed shall pay cancellation charges to the Client in accordance with Schedule 1 (Service-specific

Terms). The Client agrees that payments made under this clause 12.6 shall be its sole and exclusive remedy in the event

of a cancellation of the Services by the Client.

13.7 All amounts due under the Agreement from the Client to OmniaMed shall be paid by in full without any set-off,

counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

14. Limitation of liability

14.1 References to liability in this clause 13 include every kind of liability arising under or in connection with the Agreement

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

14.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its

deliberate default.

14.3 Nothing in this clause 13 shall limit the Client’s payment obligations under the Agreement.

14.4 Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

possession).

14.5 Subject to clause 13.2, Error! Bookmark not defined.13.3 and clause 13.4:

(a) OmniaMed’s total aggregate liability to the Client:

(i) for loss arising from an Event shall be limited to the Client’s payment for such Event;

(ii) for all other loss or damage shall not exceed an amount equal to the Charges paid by the Client

under this Agreement during the previous 12 months (or where a period shorter than 12 months has

elapsed since the commencement of this Agreement, the Charges paid by the Client during such

other shorter period).

14.6 Subject to clause 13.2, Error! Bookmark not defined.13.3 and clause 13.4, this clause 13.6 sets out the types of loss

that are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

9(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and/or

(g) indirect or consequential loss.

14.7 Except as expressly and specifically provided in this Agreement:

(a) OmniaMed shall have no liability for any damage caused by errors or omissions in any information,

instructions or scripts provided to OmniaMed by the Client in connection with the Services, or any actions

taken by OmniaMed at the Client’s direction; and

(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.

14.8 The Client shall indemnify and keep indemnified OmniaMed from and against all claims, actions, damages, liabilities and

costs (including professional fees) arising out of the acts or omissions of the Client or (if the Client wishes to organise an

Event under the Services) any guest/delegate of or third party employed by the Client, save to the extent that any such

claim arises as a result of the negligence of OmniaMed, their employees or agents.

15. Termination

15.1 Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate

effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Agreement which breach is irremediable or (if

such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing

to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or

any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to

court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether

voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver

appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another

jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable

opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in

jeopardy.

15.2 Without affecting any other right or remedy available to it, OmniaMed may terminate (in addition to the circumstances

specified in clause 14.1 of these Conditions) the Agreement with immediate effect by giving written notice to the Client if:

(a) the Client fails to pay any amount due under the Agreement on the due date for payment; or

10(b) the Client breaches any of the relevant circumstances set out in Schedule 1 (Service-specific Terms).

15.3 On termination of the Agreement for whatever reason:

(a) the Client shall immediately pay to OmniaMed all of OmniaMed’s outstanding unpaid invoices and interest

and, in respect of Services supplied but for which no invoice has been submitted, OmniaMed may submit an

invoice, which shall be payable immediately on receipt;

(b) any provision of the Agreement that expressly or by implication is intended to come into or continue in force

on or after termination or expiry of the Agreement shall remain in full force and effect; and

the parties that have accrued up to the date of termination or expiry, including the right to claim damages in

respect of any breach of the Agreement which existed at or before the date of termination or expiry.

16. General

16.1 Force majeure.

(a) Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any

of its obligations under the Agreement if such delay or failure result from events, circumstances or causes

beyond its reasonable control.

(b) In the event the Client wishes an Event to be organised as part of the Services, if the corresponding Venue is

prevented or hindered from hosting such Event by as a result of events, circumstances or causes beyond its

reasonable control, OmniaMed may, at its sole option, and without being liable for any loss or damage

suffered by the Client or guests/delegates of or any third party employed/engaged by the Client re-locate the

Event to another venue in the same locality, or terminate the Agreement forthwith by giving notice to that

effect to the Client.

16.2 Relationship of the parties. Notwithstanding any provision of this Agreement, OmniaMed and the Client are not (and

shall not be deemed to be) in partnership with each other (for any purpose) nor shall either be or be deemed to be or hold

itself out to be an agent of the other unless otherwise specified in the Order Form.

16.3 Assignment and other dealings. This Agreement and the rights granted hereunder are personal to the Client and may

not be assigned, sub-licensed or otherwise disposed of, except that OmniaMed may at any time assign, transfer, charge,

subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Agreement.

16.4 Confidentiality. Each party agrees that it will keep confidential and not disclose, whether directly or indirectly, any

confidential information belonging to the other. In this clause, “confidential information” means all information of a

confidential nature (in any form) which is imparted or disclosed to, or otherwise obtained by a party (whether directly or

indirectly) including the other party’s know-how, trade secrets, financial, commercial, technical, tactical, strategic,

marketing or customer information, employee information, any information agreed to be or marked as confidential, any

other information a party knows, or could be reasonably expected to know, is confidential and any other such information

related to or concerning a party’s business.

16.5 Entire agreement.

11(a) The Agreement together with any documents expressly referred to in this Agreement as being incorporated

sets out the entire agreement and understanding between the parties. Each party acknowledges that in

entering into the Agreement it does not rely on and shall have no remedies in respect of any statement,

representation, assurance or warranty (whether made innocently or negligently) that is not set out in the

Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or

negligent misstatement based on any statement in the Agreement.

(b) The parties acknowledge that purchase orders, quotations or other similar related documents may be issued

or executed by a party or the parties in connection with the Services and they expressly agree that this

Agreement (including but not limited to the Order Form) shall take precedence over any contrary or

inconsistent terms and conditions appearing or referred to in any such purchase orders, quotations or other