Last Updated: 26 June 2024

Thank you for selecting the Services offered by Whitehall Management Limited and/or its subsidiaries and affiliates (referred to as "Whitehall Management Limited", “WML”, "we", "our", or "us"). Review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and WML. By accepting electronically (for example, clicking "I Agree"), or by installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms "you" or "your" will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative.

If you are an individual who is accessing or using WML services, sites, products, mobile applications, desktop applications, or software, your relationship is with Whitehall Management Limited. This applies regardless of whether you are located within the UK or outside the UK or EEA. The governing law shall be English law.

SECTION A - GENERAL TERMS

1. AGREEMENT

This Agreement describes the terms governing your use of the ICE Services. It includes by reference:

• WML’s Privacy Notice
• Additional Terms and Conditions, which may include those from third parties.
• Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.

You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:

• You can form a binding contract with Whitehall Management;
• You are not a person who is prohibited from receiving the Services under the laws of the United States, England, Wales, European Union, any member state of the European Union or European Economic Area or any other applicable jurisdiction; and
• You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including applicable sanctions, and import and export laws and regulations.

2. YOUR RIGHTS TO USE THE SERVICES.

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by WML. WML reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, WML grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.

2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. Unless otherwise permitted under applicable law, you agree you will not:

• Provide access to or give any part of the Services to any unauthorized third party.
• Reproduce, modify, copy, deconstruct, sell, trade, lease, rent or resell the Services.
• Decompile, disassemble, or reverse engineer the underlying software or products that support the Services.
• Make the Services available on any file-sharing or application hosting service.

3. PAYMENT.

For Services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless WML or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services or otherwise:

• Payments will be billed to you by WML in Pounds Sterling (£), U.S. Dollars, or other currencies which may be made available (plus any and all applicable taxes, including without limitation VAT and GST) as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
• You must pay with one of the following:

1. A valid credit card acceptable to WML;
2. A valid debit card acceptable to WML;
3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
4. By another payment option WML provides to you in writing.

• If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse your use of the Services.
• If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
• WML will automatically renew your monthly, quarterly, or annual Services at the then-current rates, or at rates previously agreed with you in writing, unless the Services are cancelled or terminated under this Agreement.
• Additional cancellation or renewal terms may be provided to you on the website for the Services.
• You agree you may receive invoices for the Services in an electronic form.
• In the event that any payments, price and/or amount payable by you to WML is subject to (i) any withholding or similar tax; or (ii) any tax (including without limitation VAT and GST) or other tax or levy not collected by WML; or (iii) any other tax or other government levy of whatever nature, the full amount of that tax or levy shall be solely your responsibility, and shall not reduce the amount to which WML is entitled under this Agreement. You agree to indemnify and hold WML harmless against any and all claims by any competent tax authority related to any such withholding or similar taxes, and any penalties and/or interest thereon.

4. USE WITH YOUR MOBILE DEVICE.

Use of these Services may be available through a compatible mobile device, the Internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

WHITEHALL MANAGEMENT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

• THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
• ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
• ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

5. DATA PROCESSING AND PRIVACY.

5.1 Data Processing and Privacy Except as described in Section 5.2: (a) WML is the controller of the personal information it processes about you when you use the Services and (b) You acknowledge that WML will process your personal information as described in our Privacy Statement when you use our Services.

5.2 Data Processing and Privacy (ICE Services and user administration). You will be the controller of the personal information of users that access ICE and that we process on your behalf as a processor as part of the Services.

6. CONTENT

6.1 You are responsible for your content. You are responsible for all materials, data, and personal information ("Content") uploaded, posted or stored through your use of the Services. You grant WML a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. WML is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:

• Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages “flaming”, trolling, insulting or other prohibited behaviour towards others, or criminal or civil liability under any local, state, federal or foreign law;
• Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes, or may constitute, a breach of any individual's privacy, is unfair or deceptive, or creates a safety or health risk to an individual or the public;
• Except as permitted by WML in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;
• Virus, trojan horse, worm or other disruptive or harmful software or data; and
• Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

6.2 Restricted Use of the Services. You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of WML or could subject WML to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in WML’s opinion, is prohibited under this Agreement; (v) any other activity that places WML in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of a WML system or network or to breach WML’s security or authentication measures, whether by passive or intrusive techniques. WML reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

6.3 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public ("Community Forum"). WML does not support and is not responsible for the Content in these Community Forums. Please use respect when you interact with other users in a Community Forum. Do not reveal confidential or other information that you do not want to make public. Users may post hypertext links to content of third parties for which WML is not responsible.

6.4 Whitehall Management may freely use feedback you provide. You agree that WML may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant WML a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid up, royalty free license to use the feedback you provide to WML in any way.

6.4 Whitehall Management may monitor Content. WML may, but has no obligation to, monitor, review or edit Content or access or use of the Services. We may disclose any information necessary to satisfy our legal obligations, protect WML or its customers, or operate the Services properly. WML, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable, any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS

7.1 Whitehall Management does not give professional advice. Unless specifically included with the Services and in writing, WML does not provide legal, financial, regulatory, accounting, tax or other professional services or advice.

7.2 We may tell you about other WML services. You may be offered other services, products, or promotions by WML ("WML Services"). Additional terms and conditions and fees may apply. With some WML Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet.

7.3 Communications. WML may be required by law to send you communications about the Services or third party products. You agree that WML may send these communications to you via email or by posting them on our websites or within the ICE Software.

7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact WML if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

7.5 Retention of records. You are responsible to retain, as required under any applicable law or standard, all of your documents. Except to the extent required by law, WML has no obligation to store, maintain or provide to you any information or documents you provide to WML.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WML, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. WML AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ENGLAND AND WALES ANY IMPLIED WARRANTIES IN RESPECT TO THE SERVICES, SOFTWARE, AND CONTENT ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 WML, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. WML DOES NOT REPRESENT THAT THE SERVICES AND/OR CONTENT WITHIN THE SERVICES IS APPROPRIATE OR AVAILABLE FOR USE IN ALL JURISDICTIONS OR COUNTRIES. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES AND ACCESS TO THE SERVICES IN YOUR JURISDICTION IS IN ACCORDANCE WITH APPLICABLE LAW.

9. LIMITATION OF LIABILITY AND INDEMNITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF WML, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, WML, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET WML SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF WML AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF WML, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS OF ENGLAND AND WALES AND FOR THE AVOIDANCE OF DOUBT WML DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.

You agree to indemnify and hold WML and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). WML reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any Claims. You agree to reasonably cooperate as requested by WML in the defence of any Claims.

10. CHANGES.

We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

11. TERMINATION.

11.1 WML may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services, in whole or in part, if we determine that:

11.1.1 your use of the Services violates the Agreement or applicable WML policy;

11.1.2 your use of the Service is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues;

11.1.3 such termination or suspension is necessary to protect the integrity or availability of the Services or systems and comply with this applicable law or WML policy;

11.1.4 you no longer agree to receive electronic communications; or

11.1.5 your use of the Services conflicts with WML’s interests or those of another user of the Services.

11.2 Upon termination of your use of the Services you must immediately stop using the Services and any outstanding payments will become due.

11.3 Any termination of this Agreement shall not affect WML's rights to any payments due to it. WML may terminate a free account at any time. Sections 2.2, 3 through 16 will survive and remain in effect even if the Agreement is terminated.

12. EXPORT RESTRICTIONS, TRADE RESTRICTIONS AND SANCTIONS.

You agree that you and anyone who uses the Services, including the related website and online services, are not prohibited from using the Services under the laws and regulations of the United States, England, Wales, European Union, a member state of the European Union or European Economic Area, Singapore or other applicable jurisdictions. For example, you are not on the United Kingdom HM Treasury Financial Sanctions List, the European Union Consolidated Financial Sanctions List, United Nations Security Council Consolidated List, U.S. Treasury Department’s list of Specially Designated Nationals, or are subject to any other similar prohibition circulated by a member state of the European Union or European Economic Area, Singapore or other competent jurisdiction in which WML undertakes business. or any other similar prohibition. You acknowledge that the Services, including the online services and any mobile application use, and the underlying software may include technical data subject to restrictions under export control laws and regulations administered by the governments of applicable jurisdictions. You agree that you will comply with these export control and sanctions laws and regulations, and will not transfer or provide any part of the Services or underlying software, in violation of these laws and regulations, directly or indirectly.

13. GOVERNING LAW AND JURISDICTION.

13.1 This Agreement and any non-contractual obligations arising out of or in connection with it, will be governed by and constructed in accordance with the laws of England and Wales.

13.2 Subject to section 13.4 and 13.5 of these terms, the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute arising out of or in connection with this Agreement (including any dispute relating to the existence, validity or termination of this Agreement or non-contractual obligation arising out of or in connection with this Agreement).

13.3 Subject to section 13.4 and 13.5, the Parties agree that the courts of England are the most appropriate and convenient forum to settle disputes in accordance with section 13.2 and the Parties hereby waive any right to object to such proceedings on the basis of the forum not being convenient.

13.4 Notwithstanding section 13.2, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of WML’s or its Suppliers’ intellectual property rights may cause WML irreparable damage for which recovery of money damages would be inadequate. Accordingly, in addition to any other remedies available to it, you agree that WML shall be entitled to seek in any court, tribunal or similar judicial body of competent jurisdiction such relief (whether equitable or otherwise) as WML considers appropriate and is available to prevent or restrain any breach or apprehended breach by you or otherwise to protect WML’s rights.

13.5 You agree not to object to the proceedings described under section 13.4 on any grounds, including on the basis of the forum not being convenient. You agree not to bring any action or defence or seek any relief that would or could prevent WML from commencing, bringing or continuing any legal or administrative proceedings in any manner permitted under this Clause 13. To the extent allowed by law, WML may take concurrent proceedings in any number of jurisdictions.

13.6. You agree that you will use all reasonable endeavors to procure that any third party making a claim against WML arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.

14. COMPLIANCE WITH PRESERVATION ORDERS.

We may preserve data where and to the extent required for compliance and with any order or notice, whether issued to WML or to you, and whether issued by any court, tribunal, regulatory authority, arbitral tribunal or any body or authority exercising judicial, quasi-judicial, regulatory, or arbitral power or authority, requiring the preservation of any data, information documents or Content (a "Preservation Order"). To the extent that a Preservation Order has been issued to you, you acknowledge that you are solely responsible for your compliance with it.

15. LANGUAGE.

Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.

16. GENERAL.

This Agreement, including the Additional Terms below, is the entire agreement between you and WML and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer your rights or obligations under this Agreement to anyone without written approval of WML. WML may assign or transfer its rights or obligations under this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by WML or (c) a successor by merger. Any assignment or transfer in violation of this Section shall be void.

28 June 2024