Goldphish Distributor Programme Terms

These Goldphish Distributor Programme Terms (these “Terms”) govern the appointment of distributors of the Services. Together with the Distributor Agreement Form, the Distributor Programme Requirements and any applicable Order, these Terms form the “Agreement” between Goldphish Ltd (“Goldphish”) and the distributor.

This Agreement is separate from the agreement between Goldphish and its end users (the “EULA”), which each Customer must accept to access the Services. Resellers are bound directly to Goldphish by the Reseller Programme Terms.

1. Definitions and Interpretation

The following definitions and rules of interpretation apply in this Agreement:

Affiliate: In respect of a party to this Agreement, any legal entity directly or indirectly controlled by, controlling, or under common control with such party, where ‘control’means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a legal entity, whether through the ability to exercise voting power, by contract, or otherwise.

Agreement: These Terms, together with the Distributor Agreement Form (Schedule 1), the Distributor Programme Requirements (Schedule 2) and any applicable Order.

Authorised Users: Those employees, agents, and independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in the EULA.

Customer: A person that purchases the Services from a Reseller or, under clause 2.11, directly from the Distributor.

Direct Customer: Has the meaning given in clause 2.11.

Distributor: The entity identified in Schedule 1.

EULA: The Goldphish end user licence agreement or terms of service between Goldphish and each Customer, as published by Goldphish from time to time.

Intellectual Property Rights: Patents, copyright, trade marks, database rights, design rights, rights in confidential information and all similar rights anywhere in the world, whether registered or not.

List Price: Goldphish’s then-current list price for the Services, as published by Goldphish, on the Order Date.

Order: An order for Services placed through the Goldphish platform by a Reseller or, for a Direct Customer, by the Distributor, or as otherwise agreed in writing between Goldphish and the Distributor, and accepted in accordance with clause 3.1.

Order Date: The date on which an Order is accepted under clause 3.1.Partner Discount: The discount from the List Price set out in clause 4.2.

Programme Requirements: The Distributor Programme Requirements set out in Schedule

Reseller: An Indirect Reseller (as defined in the Reseller Programme Terms) that purchases the Services from the Distributor for resale to Customers.

Reseller Programme Terms: The Goldphish Reseller Programme Terms, as updated by Goldphish from time to time in accordance with their terms.

Services: Collectively:  (i) Goldphish Premium – SaaS platform with all features;  (ii) Goldphish Managed – managed awareness training service delivered by Goldphish; and  (iii) Goldphish Content – licensed e-learning modules and materials for Customer use in their own LMS or platform (“Goldphish Content”).

Subscription Allocation: The number or allocation of licences specified in the Order as included in the Customer’s subscription to the Services, as may be subsequently varied per this Agreement.

Subscription Fees: The fees payable by the Distributor to Goldphish for a Subscription Allocation, calculated under clause 4.1.

Subscription Term: Twelve (12) months from the Order Date, or such other period stated in the Order.

Territory: The territory stated in Schedule 1 or, if none is stated, worldwide, in each case excluding any country or territory in or to which UK or US law prohibits or restricts the supply of the Services. The appointment is non-exclusive in all cases.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 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. References to Sections are to the sections of this Agreement. References to “writing” or “written” include email. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

2. Appointment of Distributor

2.1 Appointment. Goldphish appoints the Distributor as an Authorised Distributor (as defined in the Reseller Programme Terms) of the Services in the Territory, with the right to appoint Resellers and to market and resell the Services to them and to Direct Customers. The appointment includes any upgrades or enhancements to the Services made during the term of this Agreement.

2.2 General Responsibilities. The Distributor shall: (i) give each Reseller a copy of the Reseller Programme Terms before it places its first Order, and ensure each Reselleraccepts them in accordance with their terms; (ii) not amend or vary the EULA or theReseller Programme Terms, or make any commitment to a Reseller or Customer that isinconsistent with them; (iii) comply with the Programme Requirements; (iv) not purchasethe Services for resale from anyone other than Goldphish without Goldphish’s prior writtenconsent; and (v) conduct its business honestly and not misrepresent Goldphish or the Services.

2.3 Resellers and Agents. The Distributor’s contract with each Reseller shall require the Reseller to accept the Reseller Programme Terms and shall not conflict with them. The Distributor shall not appoint sub-distributors or sales agents without Goldphish’s prior written consent, and is responsible for the acts and omissions of any it appoints.

2.4 Communications. The Distributor shall tell each Reseller and Direct Customer that it is

a distributor of Goldphish. It shall not represent itself as Goldphish’s agent, pledge Goldphish’s credit, commit Goldphish to any contract, or give any warranty, representation or commitment about the Services that is inconsistent with Goldphish’s published materials or the EULA.

2.5 Marketing. The Distributor may use Goldphish’s name, logo, trade marks and marketing materials to market the Services, in accordance with Goldphish’s brand guidelines. Any other marketing material that uses Goldphish’s name, logo or trade marks requires Goldphish’s prior written consent, not to be unreasonably withheld.

2.6 Reporting and Verification. The Distributor shall:  (i) submit reports in the format Goldphish reasonably requires on the performance of its obligations under this Agreement;  (ii) provide, within fourteen (14) days of request, any information Goldphish reasonably requests about the Distributor’s processes and controls for complying with this Agreement; and (iii) cooperate with Goldphish in confirming the number of Authorised Users under clause 5.6 of the Reseller Programme Terms, including for Direct Customers.

2.7 Goldphish Support. Goldphish will make available reasonable information and materials to support the Distributor’s activities, including marketing materials and product information. Goldphish will give the Distributor free not-for-resale (NFR) licences for up to ten (10) users, or more if agreed in writing, solely for internal training and for demonstrating the Services to Resellers and Customers. The Distributor’s use of the Services is subject to the EULA. Additional licences for the Distributor’s own internal users may be ordered under the EULA, with the Partner Discount applied.

2.8 Publicity. Each party may publicly identify the other as a Goldphish distribution partner,

including on its website. Use of the other party’s logo requires that party’s prior written consent (email is sufficient) and must follow its brand guidelines. Neither party shall imply any sponsorship or endorsement that does not exist. On termination, each party shall remove public references to the other within thirty (30) days.

2.9 No Exclusivity. This Agreement is non-exclusive, and nothing in it restricts Goldphish from contacting, engaging, transacting with or providing services to any Customer or prospective Customer at any time, directly or through any other channel partner. However, Goldphish shall not knowingly circumvent the Distributor by directly soliciting Customers onboarded to the Goldphish platform by the Distributor or its Resellers, without the Distributor’s prior written consent, except where:  (a) the Customer initiates direct contact with Goldphish;  (b) the Distributor is in material breach of this Agreement, including failure to pay amounts when due; (c) no renewal Order has been placed for that Customer within thirty (30) days of the end of its Subscription Term and Goldphish has given the Distributor written notice of its intention to engage the Customer directly; or  (d) this Agreement has terminated, in which case Goldphish shall notify the Distributor at the same time as it engages the Customer.

2.10 Content Restrictions. Goldphish Content is licensed strictly for internal Customer

training. The Distributor shall not, and shall not permit any Direct Customer to:  (a) modify, white-label or rebrand Goldphish Content;  (b) redistribute, sublicense or share Goldphish Content beyond the licensed Customer; or  (c) copy or create derivative works of Goldphish Content. The equivalent restrictions on Resellers and their Customers are in the Reseller Programme Terms.

2.11 Direct Customers. Where the Distributor sells the Services directly to a Customer (a

“Direct Customer”), the Distributor shall, for that Customer:  (a) ensure the Customer accepts the EULA before accessing the Services;  (b) carry out initial onboarding and set-up; and  (c) manage renewals in good faith.

2.12 Deal Registration. The Distributor shall forward to Goldphish, within seven (7) days, each deal registration a Reseller submits in the Distributor’s designated system, and may register deals for Direct Customers with Goldphish directly. A registration accepted by Goldphish is protected in accordance with clause 4.2 of the Reseller Programme Terms.

3. Orders

3.1 Orders. Resellers (and the Distributor, for Direct Customers) order and authorise licences through the Goldphish platform. A licence request made by a Customer through the platform is not provisioned until authorised. Once authorised, licences are provisioned to the Customer automatically, and the Order is accepted on provisioning. TheCustomer’s right to use the Services is granted by Goldphish under the EULA, subject to theCustomer’s acceptance of it.

3.2 Subscription Term. Each Customer’s access to the Services starts on the Order Date and continues for the Subscription Term. A subscription renews only on a new Order; without one, access ends at the end of the Subscription Term.

3.3 Additional Licences. Additional licences allocated to a Customer during a Subscription Term are charged for a full twelve (12) month Subscription Term from the date of allocation. From the date Goldphish notifies the Distributor that pro rata licensing is available on the Goldphish platform, additional licences are instead charged pro rata from the date of allocation to the end of the Customer’s current Subscription Term, and their Subscription Term ends on that date.

4. Prices and Payment

4.1 Invoicing and Payment. Goldphish shall review the Distributor’s account at the end of each month and invoice the Distributor monthly in arrears for all licences assigned during that month by its Resellers (and by the Distributor to Direct Customers), including renewals and additional licences. Each licence is charged at its annual Subscription Fee for its Subscription Term (pro rata where clause 3.3 applies), being the List Price less the Partner Discount. Invoices are issued in USD and are payable within thirty (30) days of the invoice date, by the payment link in the invoice or by bank transfer. Fees are exclusive of VAT and other applicable taxes, and are non-cancellable and non-refundable except under clauses 4.8, 6.3 and 8.4.

4.2 Partner Discount. The Distributor’s Partner Discount is the percentage off the List Price stated in Schedule 1. The Partner Discount may be changed only by written agreement signed by both parties.

4.3 List Price Changes. Goldphish may change the List Price on sixty (60) days’ written notice. A change shall not apply to an Order already accepted until the end of its current Subscription Term.

4.4 Pricing to Resellers. The Distributor sets its own prices and payment terms for Resellers and Direct Customers. It bears all credit risk and is responsible for collecting payment from them, and its inability to collect does not affect its payment obligations to Goldphish. Goldphish has no obligation to stop providing the Services if a Customer or Reseller fails to pay. The Distributor is responsible for all taxes and levies arising from its resale of the Services.

4.5 Expenses. Any and all expenses, costs, and charges incurred by the Distributor in the performance of its obligations under this Agreement shall be paid by the Distributor unless Goldphish has expressly agreed beforehand in writing to pay such expenses, costs, and charges.

4.6 Late Payments and Suspension. Overdue amounts accrue interest at eight percent (8%) per annum above the Bank of England base rate, from the due date until paid. For each overdue invoice, Goldphish may also charge a fixed late payment fee of USD 50 where the invoice is less than USD 1,000, USD 90 where it is from USD 1,000 to USD 9,999.99, and USD 130 where it is USD 10,000 or more, together with its reasonable costs of recovering the debt. If undisputed invoices remain unpaid thirty (30) days after the due date, Goldphish may, on seven (7) days’ written notice to the Distributor, suspend the access of any or all of the Distributor’s Customers until payment is received. During any suspension, Goldphish may contact the affected Resellers and Customers and offer to continue the Services directly or through another Authorised Distributor.

4.7 No Set-Off. All amounts due under this Agreement shall be paid by the Distributor to Goldphish in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law). If any such withholding or deduction is required, the Distributor shall, when making the payment to which the withholding or deduction relates, pay to Goldphish such additional amount as will ensure that Goldphish receives the same total amount that it would have received if no such withholding or deduction had been required.

4.8 Required Refunds. Where Goldphish must refund fees under the EULA, Goldphish shall

refund the Distributor the corresponding amount it received for that Customer, and the Distributor shall promptly pass the refund to the Reseller or, for a Direct Customer, the Customer. The Customer’s right to use the refunded Services then ends.

4.9 Unpaid Reseller Accounts. If a Reseller has not paid undisputed amounts due to the Distributor thirty (30) days after the due date, the Distributor may ask Goldphish in writing to suspend that Reseller’s Customers. Goldphish may do so, at its discretion, on seven (7) days’ written notice to the Reseller under clause 5.7 of the Reseller Programme Terms.

5. Legal Compliance

5.1 General Compliance. Each party shall comply with all laws and regulations that apply to its activities under this Agreement, including export control and sanctions laws.

5.2 Anti-Bribery. Each party shall: (i) comply with all applicable anti-bribery andanti-corruption laws, including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act (the “Relevant Requirements”); (ii) maintain adequate procedures to ensure its compliance with the Relevant Requirements; and (iii) promptly report to the other any request for an undue financial or other advantage received in connection with this Agreement. Each party shall certify its compliance with this clause in writing on reasonable request.

5.3 Associated Persons. The Distributor shall ensure that any person associated with it who performs services in connection with this Agreement, including agents and subcontractors, does so under written terms equivalent to clause 5.2, and is responsible for their compliance.5.4 Data Protection. Each party is an independent controller of any personal data it processes in connection with this Agreement, and neither party sells personal data to the other. Each party shall:

(a) comply with all applicable data protection laws;

(b) give the other reasonable cooperation to help it comply, including with data subject requests;

(c) implement and maintain appropriate technical and organisational measures to protect personal data relating to Customers;

(d) promptly notify the other of any personal data breach affecting that data and provide the information reasonably required for the other to meet its legal obligations; and (e) where it transfers that data outside the UK or EEA, ensure a valid transfer mechanism is in place.

6. Proprietary Rights

6.1 Ownership. All Intellectual Property Rights in the Services remain the sole property of Goldphish. References to selling, purchasing or licensing the Services mean the resale of subscriptions, not a transfer of ownership. The Distributor receives only the rights expressly granted in this Agreement, and shall not do or permit anything that would invalidate or be inconsistent with Goldphish’s Intellectual Property Rights.

6.2 Feedback. The Distributor grants Goldphish a non-exclusive, perpetual, irrevocable, worldwide, transferable and sublicensable licence to use, modify and otherwise exploit any suggestions, feature requests or other feedback it provides about the Services.

6.3 Changes to the Services. Goldphish may modify or update the Services at any time, provided it does not materially reduce their overall functionality during a current Subscription Term. Goldphish may discontinue any Service on at least ninety (90) days’written notice. Customers keep access to a discontinued Service until the end of their current Subscription Term or, where Goldphish cannot provide this, Goldphish shall refund the Distributor the Subscription Fees paid for the unexpired part of that term.

7. Confidentiality

7.1 Confidential Information. “Confidential Information” means any non-publicinformation provided by one party (“Discloser”) to the other party (“Recipient”) under this Agreement that is either conspicuously identified as confidential or proprietary or should be reasonably understood to be confidential based on the nature of the information or circumstances of the disclosure. Goldphish’s Confidential Information includes anynon-public information regarding the Services and any past, existing or prospective Customers. The terms of this Agreement, including the Partner Discount, are the Confidential Information of both parties. Confidential Information does not include information that:  (i) is already known to the Recipient without an obligation of confidentiality prior to its disclosure by the Discloser;  (ii) is in or enters the public domain through no wrongful act of the Recipient;  (iii) is or was lawfully received by the Recipient from a third party without confidentiality obligations; or (iv) can be established by written documentation to have been independently developed by the Recipient without access to the Confidential Information.

7.2 Protection. The Recipient will only use Confidential Information to perform its obligations or exercise its rights under this Agreement. The Recipient will not disclose Confidential Information to any persons except those who have a need to know such Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The Recipient will maintain Confidential Information in confidence using the same degree of care as it uses to protect its own proprietary information (but no less than reasonable care). These protections will continue to apply to any Confidential Information disclosed under this Agreement for the greater of five (5) years or so long as such Confidential Information is protected as a trade secret under applicable law. Notwithstanding the foregoing, the Recipient may disclose Confidential Information to the extent required by applicable law, provided the Recipient will, if legally permitted, give the Discloser written notice sufficient to allow the Discloser a reasonable opportunity to object to such disclosure.

7.3 Return or Destruction. Upon termination of this Agreement or at any time at the Discloser’s request, the Recipient will promptly return or destroy all Confidential Information (including any copies thereof) in its possession or control, except that the Recipient may retain:  (i) any copies required to be retained under applicable law, and  (ii) copies in backup or archive media created in the ordinary course of business; provided in each case that the obligations of confidentiality under this Agreement will continue to apply to such retained copies.

7.4 Remedies. Each party agrees that the other party may have no adequate remedy at law for a breach or threatened breach of this Section 7 and that the non-breaching party will be entitled to seek injunctive or other equitable relief to prevent or remedy such a breach in addition to any legal remedies available to that party.

7.5 Use of Customer and Prospect Information. Goldphish shall not use any Customer or prospect information disclosed by the Distributor to knowingly circumvent the Distributor by directly soliciting or transacting with such Customer or prospect, except as expressly permitted under clause 2.9 (No Exclusivity).

8. Indemnity

8.1 Distributor Indemnity. The Distributor shall indemnify Goldphish against all losses, costsand liabilities (including reasonable legal fees) arising from third-party claims relating to:(a) any warranty, representation or commitment about Goldphish or the Services givenby the Distributor that is not in the EULA or Goldphish’s published materials; (b) theunauthorised distribution, reproduction or alteration of Goldphish Content by theDistributor or a Direct Customer, in breach of clause 2.10; (c) the Distributor’s contractswith Resellers or Direct Customers, except to the extent the claim arises from Goldphish’sbreach of this Agreement or the EULA; or (d) any suspension requested by the Distributor under clause 4.9 where the relevant amounts were not undisputed and overdue.

8.2 Goldphish Indemnity. Goldphish shall defend the Distributor against any third-partyclaim that the Services, as provided by Goldphish, infringe that third party’s Intellectual Property Rights (an “IP Claim”), and shall indemnify the Distributor for any damages, costs and reasonable legal fees awarded against it, or agreed by Goldphish in settlement, in respect of an IP Claim.

8.3 Claim Procedures. If any third party makes a claim or notifies an intention to make a claim against a party (the indemnified party) which may reasonably be considered likely to give rise to a liability under the indemnity in clause 8.1 or 8.2 (a Claim), the indemnified party shall:

(a) as soon as reasonably practicable, give written notice of the Claim to the other party(indemnifying party) specifying the nature of the Claim in reasonable detail;

(b) not make any public statement, admission of liability, agreement, and/or compromise in relation to the Claim without the prior written consent of the indemnifying party;

(c) provide to the indemnifying party and its professional advisers all reasonable assistance and cooperation in the defence and settlement of the Claim, at the indemnifying party’s cost; and

(d) be deemed to have given to the indemnifying party (to the fullest extent possible) sole authority and conduct to avoid, dispute, compromise, and/or defend the Claim.

8.4 Defence or Settlement of IP Claims. In the defence or settlement of any IP Claim, Goldphish may, at its option and expense:  (a) procure the right for the Distributor, Resellers and Customers to continue using the Services;  (b) modify or replace the affected Services so that they are non-infringing without materially reducing their functionality; or c) if neither is reasonably practicable, withdraw the affected Services on written notice and refund the Subscription Fees paid for the unexpired part of the affected Subscription Term, calculated pro rata.

8.5 Exclusions from Indemnity. In no event shall Goldphish be liable to the Distributor under the indemnity contained in clause 8.2 to the extent that the IP Claim arises as a result of: (a) a modification to the Services by any person other than Goldphish; or (b) the Distributor's use of the Services other than in accordance with the EULA and any instructions given to the Distributor by Goldphish from time to time; or (c) the Distributor’s use of the Services after it has given notice of the alleged or actual infringement to Goldphish under clause 8.3(a).

8.6 This Clause 8 sets out Goldphish's entire obligations and liability in respect of any IP

Claim.

9. Warranties, Disclaimer and Limitation of Liability

9.1 Warranties and Disclaimer. Each party warrants that it has full authority to enter into this Agreement. Goldphish warrants that it has the right to grant the rights set out in this Agreement and the EULA, and that the Services will materially conform to Goldphish’spublished documentation. Except as expressly set out in this Agreement and the EULA, all warranties, conditions and representations, whether express or implied, are excluded to the maximum extent permitted by law.

9.2 Limitation of Liability. Subject to clause 9.3:

(a) neither party shall be liable for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, arising under or in connection with this Agreement; and (b) each party’s total aggregate liability under this Agreement shall not exceed the total fees paid or payable to Goldphish under this Agreement in the twelve (12) months preceding the claim.

Paragraph (a) does not limit the Distributor’s liability for fees due or for breach of clause2.10. Paragraph (b) does not apply to fees due, to breach of Section 7 (Confidentiality), or to Goldphish’s indemnity under clause 8.2.

9.3 Liability that Cannot be Limited. Nothing in this Agreement limits or excludes eitherparty’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited or excluded by law.

10. Term, Termination, and Suspension

10.1 Term. This Agreement shall commence on the Effective Date and shall continue until it

is terminated by either party in accordance with this Section 10.

10.2 Termination of the Agreement.

(a) For Cause. Either party may terminate this Agreement with immediate effect by written notice if the other party: (i) materially breaches this Agreement (including failing to pay amounts when due) and does not remedy the breach (if remediable) within thirty (30) days of written notice, or ten (10) days for non-payment; or  (ii) becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver, administrator, liquidator or similar officer appointed over its business or assets, or is the subject of any similar proceeding in any jurisdiction. Either party may also terminate this Agreement with immediate effect by written notice if the other materially breaches Section 5, and Goldphish may do so if the Distributor materially breaches clause 2.10.

(b) For Convenience. Either party may terminate this Agreement for any reason on at least sixty (60) days’ written notice.

10.3 Effect of Termination. Termination does not affect rights and liabilities accrued before it, including the Distributor’s obligation to pay amounts due. Clauses 2.10, 4.6 to 4.8, 10.3 and 10.6 and Sections 1, 5 to 9 and 11 survive termination. On termination: (a) subject to clause 10.4, Customers will keep access to the Services until the end of their current Subscription Term; (b) each Reseller’s Reseller Programme Terms continue in force, and Goldphish may contact Resellers and Customers directly to the extent necessary to maintain continuity of the Services; and (c) the Distributor shall provide such reasonable cooperation as is necessary where a Reseller or Customer elects to transfer to Goldphish or another Authorised Distributor.

10.4 Suspension of Customer Access. Goldphish may suspend a Customer’s access to the Services: (a) under clause 4.6 or 4.9; (b) immediately, where reasonably necessary to protect the integrity or security of the Services or any associated systems or data; or (c) as otherwise permitted under the EULA.

10.5 Termination of Customer Access. Goldphish may terminate a Customer’s access to the Services if the Customer breaches the EULA, or as otherwise permitted under the EULA. Goldphish may suspend access instead of, or before, terminating it.

10.6 No Compensation. The termination of this Agreement shall not of itself give rise to any liability on the part of Goldphish to pay any compensation to the Distributor for loss of profits or goodwill, to reimburse the Distributor for any costs relating to or resulting from such termination, or for any other loss or damage.

11. General

1.1 No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party as the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

11.2 Entire Agreement; Precedence. This Agreement and any policies, terms, or other documents referenced herein constitute 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 its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty that is not set out in this Agreement. In the event of a conflict between this Agreement and an Order, the terms of the Order will prevail and control, but

only as to that Order. Nothing in this Section shall limit or exclude any liability for fraud or fraudulent misrepresentation. Schedule 1 prevails over any conflicting provision of these Terms or Schedule 2.

11.3 Distributor Terms. The Distributor’s standard terms of purchase or order are expressly excluded from this Agreement, and all Orders shall be treated as placed upon these Terms regardless of whether the Distributor purports to incorporate any standard terms of the Distributor (including using any purchase order). No standard terms of the Distributor shall form part of this Agreement.

11.4 Updates and Variation. Goldphish may update these Terms and Schedule 2 by giving the Distributor at least thirty (30) days’ written notice by email. Each update takes effect on the date stated in the notice and shall not apply to an Order already accepted for the remainder of its current Subscription Term. If an update materially and adversely affects the Distributor, the Distributor may terminate this Agreement without penalty by written notice given before the update takes effect. Goldphish shall notify the Distributor of any update to the Reseller Programme Terms when it notifies Resellers. Otherwise, no variation of this Agreement is effective unless it is in writing and signed by both parties.

11.5 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, such consent not to be unreasonably withheld or delayed, save that either party may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Goldphish may subcontract any of its obligations, remaining responsible for their performance.

11.6 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.7 Severance. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this Section shall not affect the validity and enforceability of the rest of this Agreement.

11.8 Notices. Notices shall be given by email to the Legal Notices Email in Schedule 1 (or as updated by written notice) and are effective on the date of delivery. Goldphish’s address for notices is info@goldphish.com.

11.9 Third-Party Rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

11.10 Governing Law; Jurisdiction. This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction. Before commencing proceedings (other than for urgent injunctive relief), the parties shall attempt in good faith to resolve any dispute through their senior representatives for a period of thirty (30) days.

11.11 Force Majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, provided it notifies the other promptly and uses reasonable efforts to mitigate the effect. This clause does not apply to payment obligations. If the event continues for more than sixty (60) days, either party may terminate this Agreement on written notice.

Last Updated: 30 October 2026