1. APPLICATION OF GENERAL CONDITIONS; DEFINITIONS THAT APPLY
‍a) The definitions that apply in these General Conditions:
‍Company: means the SU TECHNOLOGY PROCESSES CONTROL LLC, including its affiliated firms, branches and agents.
‍Client: firm, company, partnership, association, trust, or government agency or authority, any public or private entity or individual
(i)                  giving the instructions to the Company to provide the Services, or
(ii)                 on behalf of whom the Company is appointed to deliver the Services, provided that such firm, company, partnership, association, trust, or government agency or authority, any public or private entity or individual has been informed of and has approved the Company’s appointment. One sole Service can be performed for several Clients.
‍Party and Parties: individually the Company or the Client and collectively the Company and the Client.
‍Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
‍Confidential Information: any information disclosed in whatever form, by a Party to the other Party including, but not necessarily limited to, technical, environmental, commercial, legal and financial information relating directly or indirectly to the Parties.
‍Deliverables: without limitation, all documents, certificates, reports, calculations, products and output from the Services created or provided by the Company or its agents, subcontractors, consultants and employees in relation to the performance of the Services that the Company has to deliver to its Client.
‍Fees: the fees payable by the Client to the Company for the Services, as set out in the Agreement or at the Company’s standard rates (which are subject to change), as applicable.
‍Sample: an extracted fraction of the products (either in bulk or in lot or other grouping) to be taken according to the Client’s request and/or according to applicable standards.  
‍Sampling: the processes of extracting a fraction of the products (either in bulk or in lot or other grouping) to be taken according to the Client’s request and/or according to applicable standards.
‍Services: the services to be provided by the Company to the Client under the Agreement and as set out in instructions from the Client to the extent that they are agreed by the Company and incorporated into the Agreement.
‍Taxes: any and all taxes imposed by any taxing authority including, without limitation, withholding taxes, income tax on nationals and on foreigners, all corporate taxes, imports, duties, levies, stamp duties, charges and other assessments and payments in the nature of taxes, wherever payable, including VAT.
‍Offer: any offer, proposal or quotation made by the Company for the Services.
‍Agreement:  means the Client’s acceptance of the Company’s Offer, any other mutual agreement for provision of Services, the Company's acceptance of instructions for Services from the Client, or any instruction or request for services by a Client and subsequent acceptance by the Company and performance of Services by the Company for the Client.  
b) Unless otherwise agreed in writing, all Offers, Services and Agreement(s) between the Company, directly or through the Company’s agents and/or subcontractors, and the Client shall be governed by these general conditions of service (hereinafter the “General Conditions”). The Company reserves the right to modify, amend, supplement, revise or change these General Conditions in its sole and absolute discretion, with or without notice to the Client. The Company encourages the Client to periodically review the current version of these General Conditions available at http://tpc-ua.com.ua/terms-of-use-ua.html.
c) Any Offer shall be deemed accepted by the Client whether such acceptance is express, implied, or evidenced through performance of Services by the Company. Acceptance may occur through written communication, oral confirmation, digital message exchange, or through initiation of performance of Services by the Company.
d) The Agreement supersedes all prior discussions and agreements with respect to the performance of Services, as well as any terms which the Client may purport to impose in relation to the performance of the Services.
e) Unless the Company receives prior written instructions to the contrary from the Client, no other party is entitled to give instructions, particularly on the scope of the services or the Deliverables resulting therefrom. The Client hereby irrevocably authorises the Company to provide Deliverables to a third party where so instructed by the Client or, at its discretion, where it implicitly follows from circumstances, trade custom, usage or practice.
f) The Company may provide various Services, including but not limited to the following: testing, inspection, certification, laboratory analyses, sampling, factory inspections, stock monitoring, supplier and other audits, advisory and training services, always as further specified in the Offer.
g) If any one or more provisions of these General Conditions are found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
h) For the avoidance of doubt, the Client's standard terms and conditions (if any) attached to, enclosed with or referred to in any correspondence and communication between the Company and the Client whether in writing, verbal form, by telephone, by any means of electronic or instant messaging, or other document shall not govern the Agreement. The Agreement constitutes the whole agreement between the Parties and supersedes all previous agreements and communications between the Parties relating to the performance of the Services by the Company.  
i) The Agreement shall not be deemed to create any rights in third parties except as expressly set out herein.
j) Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership, joint venture, trust or association of any kind between the Parties, nor constitute any Party the agent of the other Party for any purpose.
k) To the fullest extent permitted by law and except as expressly provided for in the Agreement, a person who is not a party to the Agreement shall not have any rights under or in connection with the Agreement.
l) The Company may terminate the Agreement at any time and for any reason, without incurring any liability to the Client, by giving not less than 30 (thirty) days’ written notice to the Client. Without prejudice to any other rights or remedies which the Company may have, the Company may terminate the Agreement, without liability to the Client, immediately on written notice to the Client if the Client acts in breach of laws, or is subject to international sanctions.
m) In the event of any inconsistency between the terms of General Conditions and the Offer, the terms ofGeneral Conditions shall take precedence.

2. PERFORMANCE AND PROVISION OF SERVICES
‍a) The Company will provide services using reasonable care and skill and in accordance with the Client’s instructions as confirmed by the Company or, in the absence of such instructions:
1) the terms of any standard order form or standard specification sheet of the Company; and/or
2) any relevant trade custom, usage or practice; and/or
3) such methods as the Company shall consider appropriate on technical, operational and/or financial grounds.
b) The Company shall endeavour to provide the Services in accordance with any agreed dates but for the avoidance of doubt such dates shall be estimates only and time shall not be of the essence.
c) Information stated in Deliverables is derived from the results of inspection or testing procedures carried out in accordance with the Client`s instructions and/or our assessment of such results on the basis of any technical standards, trade custom or practice, or other circumstances which should in our professional opinion be taken into account. Any information, added by the Company to Deliverables followed to Client`s request, shall be considered for information purpose only and:
(i) without any exception shall not affect facts stated in Deliverables that derived from results of the Company`s inspection and/or testing procedures carried out, and
(ii) must be marked as provided by the Client.
d) Deliverables issued further to the testing of samples contain the Company’s opinion on those samples only and do not express any opinion upon the lot from which the samples were drawn.
e) Should the Client request that the Company witness any third party intervention, the Client agrees that the Company’s sole responsibility is to be present at the time of the third party’s intervention and to forward the results, or confirm the occurrence, of the intervention. The Client agrees that the Company is not responsible for the condition or calibration of apparatus, instruments and measuring devices used, the analysis methods applied, the qualifications, actions or omissions of third party personnel or the analysis results.
f) Subject to the Client’s instructions as accepted by the Company, the Company will issue reports, certificates of inspection or other Deliverables which reflect statements of facts or/opinion made with due care within the limitation of instructions received but the Company is under no obligation to refer to or report upon any facts or circumstances which are outside the specific instructions received except when required by law.
g) The Company may delegate the performance of all or part of the services to an agent or subcontractor and the Client authorises the Company to disclose all information necessary for such performance to the agent or subcontractor.
h) In providing the Services, the Company does not take the place of contractors, manufacturers, producers, operators, transporters, forwarders, importers, suppliers or owners, who, notwithstanding the Company’s actions, are not released from any of their obligations of whatever nature. If and to the extent that the Client releases any third party from its liabilities, obligations and duties with respect to the Client’s products or services, or from its liabilities, obligations and duties with respect to information upon which the Company relied in the performance of the Services, such unfulfilled liabilities of a third party will not cause the liability of the Company to increase and the Client shall assume and undertake as its own such liabilities, obligations and duties.
i) Client acknowledges that the Company, by providing the Services, neither takes the place of the Client or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of the Client to any third party or that of any third party to the Client.
k) Unless expressly agreed by the parties to the contrary, the Company may, in its sole discretion, choose to retain, return to the Client or destroy Samples which have been furnished to the Company for performance of Services and which have not been destroyed in the course of the Services.
l) Should Company receive documents reflecting engagements contracted between the Client and third parties or third party documents, such as copies of sale contracts, letters of credit, bills of lading, etc., they are considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by the Company. m) The Company shall be entitled to replace offered and deployed personnel by other personnel with broadly equivalent expertise at any time. The Company does not warrant or guarantee that the personnel possesses any specific certification or education unless agreed in writing or required under the mandatory provisions of any applicable accreditation scheme or applicable provisions of mandatory law. The Company shall endeavour to provide personnel with sufficient/adequate expertise to deliver the Services. n) Any oral or written recommendation made by The Company may be based, at least part, upon information provided by the Client or its other contractors and/or upon measurements, empirical relationships, and/or assumptions that are not infallible and upon which knowledgeable people may differ or disagree. The Company does not warrant the accuracy or correctness of any such recommendation or interpretation which in any event is advisory only and may be rejected by the Client in any time.
o) The Client agrees and acknowledges that the Services are not necessarily designed or intended to address all matters of quality, safety, performance or condition of any product, material, services, systems or processes tested, inspected or certified and the scope of work does not necessarily reflect all standards which may apply to product, material, services, systems or process tested, inspected or certified. The Client understands that reliance on any Deliverables issued by the Company is limited to the facts and representations set out in the Deliverables which represent Company’s review and/or analysis of facts, information, documents, samples and/or other materials in existence at the time of the performance of the services only.

3. OBLIGATIONS OF CLIENT
‍a) The Client shall:
1) co-operate with the Company in all matters relating to the Services;
2) ensure that sufficient information, instructions and documents are given in due time (and, in any event not later than 48 hours prior to the desired intervention) to enable the required services to be performed;
3) provide, or cause its suppliers or counterparties to provide, in a timely manner and at no charge all necessary access for the Company’s representatives to the premises where the services are to be performed and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance of the services;
4) Supply, if required, any special equipment and personnel necessary for the performance of the services;
5) ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of services and will not rely, in this respect, on the Company’s advice whether required or not;
6) ensure that all documents, information and material made available by the Client to the Company under the Agreement do not and will not infringe, affect or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret, licence or other intellectual property rights or proprietary rights of any third party;
7) inform the Company in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons;
8) ensure that the safety measures applicable in accordance with guidance issued by governmental and other competent authorities are maintained at all times on that area that the Company’s employees are required to perform their services (including their access or egress the building or use hygiene or recreational facilities).
b) The Company shall have no responsibility or liability for Customer’s or any third party’s use of or reliance on the data, information, or reports furnished by The Company. The Client is securing services hereunder for its own account and not as an agent or broker or in any other representative capacity for any other person or entity. It is agreed and acknowledged that there are no third-party beneficiaries to these General Conditions, and that no third party may rely on such data, information, or reports, except with the express prior written consent of The Company. The Client represents, warrants, and agrees that said data, information, and reports are not requested, nor shall be used or relied upon, in connection with or as part of, the securing, amendment, renewal, or extension of any loan from any financial institution or other lender, or the certification to or contracting with, directly or indirectly, any governmental agency or department.
c) To the extent that the Company renders Services, the Client agrees that the Company is required only to provide the Services and the reporting of the results of such Services. The Client is responsible for exercising its own, independent judgment with regard to the information and recommendations provided by the Company.  Neither the Company nor any of its agents warrant the quality, outcome, effectiveness or appropriateness of any decision or action undertaken on the basis of the Deliverables.
d) If the Company's performance of its obligations is prevented or delayed by any act, omission, default or negligence of the Client, its agents, subcontractors, consultants or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
e) If the Client anticipates the use of any Deliverables in any legal proceeding, arbitration, dispute resolution forum or other proceeding, it shall so notify the Company in writing prior to requesting the Services and in any event prior to the use of such Deliverables in any such proceeding. The parties agree that the Company has no obligation to provide an expert witness or witness of fact at such proceeding unless the Company gives its prior consent in writing.
f) The Client acknowledges that in the interests of health and safety, the Company grants each of its agents, employees, subcontractors and representatives a ‘stop work authority’ permitting them to stop work and leave site at their sole discretion if they or other Company personnel have concerns of any nature in respect of health and safety and the Client agrees that no liability of the Company shall arise from the exercise of such discretion, but that payment for such visit shall remain due to the Company.
g) Fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third party and at law.

4. FEES AND PAYMENT
‍a) The Client agrees to settle each valid invoice issued by the Company within thirty (30) calendar days of the invoice date, unless otherwise stated in the invoice.
b) If the Client fails to pay the Company on the due date, the Company may charge interest on such sum from the due date for payment at the monthly rate of 1.5% (or the maximum rate permitted by applicable local law if local law specifies a maximum which is less than 1.5%; or the minimum rate permitted by applicable law if local law specifies a minimum which is above 1.5%), accruing on a daily basis and being compounded monthly until payment is made, whether before or after any judgment. If any payment due to the Company from the Client is late, the Company may suspend the provision of some or all of the Services including but not limited to the provision of Deliverables until overdue payment is received by it and shall be entitled to require payment in advance prior to continuance of the Services.  
c) The Fees and any additional charges are expressed exclusive of VAT and any other applicable taxes. In the event that any withholding taxes become payable in accordance with local law and as limited by double tax treaties if applicable, invoiced amounts shall automatically be grossed up by the Client sufficiently that after the deduction of withholding tax the original invoiced amount remains payable. The Parties shall then cooperate reasonably in the recovery of withholding tax from applicable tax authorities and a Party should provide any tax certificate that will be reasonably requested by the other Party.
d) The Client shall not be entitled to retain or defer payment of any sums due to the Company on account of any dispute, counter claim or set off which it may allege against the Company. Where it is agreed in writing that timesheets must be provided the Client confirms that they shall be considered approved unless otherwise stated within 5 days of receipt.
e) In the event that the Client does not comply with its obligations under Article 3 the Company reserves
(i) the right to suspend provision of the Services and / or
(ii) to invoice and be paid for time and resources expended arising from the Client’s non-compliance. This shall include but not be limited to charging for visits and time expended where equipment to be inspected cannot be found, is not made available for inspection or where waiting time is incurred pending such equipment being found, made available or made ready, or a proportion of the agreed fee equal to the proportion of the services actually carried out.
f) In the event of a change of law or of the Client policy which acts to increase the cost to the Company of delivering the Services the Parties agree that the fees for the Services may be increased to reflect these increases in costs. The Company will provide such evidence of increases as is reasonably practicable.
g) Any postponement or cancellation of Services by the Client, including site visits shall be subject to no less than 3 (three) working days’ advance notice. Any failure to provide such notice within this period of time will result in a charge for an abortive visit/inspection as appropriate.
h) Fees not established between the Company and the Client at the time the Order is placed or a contractis negotiated shall be at the Company’s standard rates (which are subject to change) and all applicable taxes shall be payable by Client.
i) The Company reserves the right to pursue legal action for recovery of unpaid fees in any court of competent jurisdiction and the Client agrees to pay all of the Company’s collection costs, including attorney’s fees and related costs.
j) The Client agrees that it will reimburse the Company for any expenses incurred by the Company relating to the provision of the Services and is wholly responsible for any freight or customs clearance fees relating to any testing samples.

6. LIMITATION OF LIABILITY
a) For the avoidance of doubt, the Company does not fulfil the role of an insurer or a guarantor in respect of the adequacy, quality, merchantability, fitness for purpose, conformity, compliance or performance of products, services or other activities undertaken or produced by the Client to which the Services relate. Notwithstanding any provision to the contrary contained herein or in any Deliverable, no warranty or guarantee, express or implied, including any warranty of merchantability or fitness for a particular purpose or use, is made by the Company for any activities undertaken by the Client or any product manufactured, distributed, imported, or sold by the Client.  
b) The Deliverables are given only in relation to the given instructions, documents, information and samples provided to the Company by the Client prior to the performance of the Services. The Company cannot be held liable for any error, omission or inaccuracy in the Deliverables to the extent that the Company has been given erroneous or incomplete information by the Client. The Deliverables reflect the findings of the Company at the time of performance of the Services only. The Company shall have no obligation to update the Deliverables after issuance.
c) If the requirements of the Client necessitate the analysis of Samples by the Client's or by any third party's laboratory unrelated to the Company, the Company will not be responsible for the analysis nor for its accuracy. Likewise, where the Company is only able to witness an analysis that has been done by the Client's or by any third party's laboratory, the Company will provide any requested information and will not otherwise be responsible for the accuracy of any analysis or results. Any such arrangement shall not be considered a sub-contracting or assignment of Services by the Company and shall be considered as giving rise to separate obligations between the Client and the third party laboratory.  Unless agreed in writing between the Client and the Company as an exceptional circumstance, the Company shall not report such third party laboratory results to the Client. If such exceptional circumstance prevails the Company shall qualify its reporting and disclaim the results. Should the Client subsequently incur losses as a result of any such third party laboratory testing, the Company shall not be liable to the Client and the Client shall be precluded from bringing any claim against the Company. Additionally to Article 6.i the Client shall indemnify and hold harmless the Company against third party reliance claims received by the Company based on the results reported.
d) The liability of the Company in respect of any claim for loss, damage or expense of any nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to 10 times the amount of the fee paid in respect of the specific service which gives rise to such claim or US$5,000 (or its equivalent in local currency), whichever is the lesser.
e) The Company shall have no liability for any indirect or consequential loss including without limitation loss of profits, loss of data, loss of earnings, loss of production, loss of value, loss of business, loss of opportunity, loss of contract, loss of goodwill and cost of product recall. It shall further have no liability for any loss, damage or expenses arising from the claims of any third party (including, without limitation, product liability claims) that may be incurred by the Client.
f) In the event of any claim, Client must give written notice to the Company within 30 days of discovery of the facts alleged to justify such claim. Failure to give such notice within this deadline shall constitute an irrevocable waiver to any claim. Further, the Company shall be discharged from any liability for loss, damage or expense of any nature (including but not limited to legal expenses) and howsoever caused arising from or in any way related to the Services, unless a suit is brought within six (6) months from the date of performance by the Company of the Services which give rise to the claim, or if not applicable, then the date when performance of the Services should have started in the event of alleged non-performance.
g) The liability of the Company’s subcontractors and agents involved in the performance of the services shall be limited as stated in clauses 6.a, 6.b, 6.c, 6.d, 6.e and 6.f. above.
h) The Client releases and shall save, indemnify, defend, and hold The Company, its employees, officers, directors, agents, affiliates, subsidiaries, franchisees, intermediaries, harmless from and against any and all liabilities, losses, or damages, claims, demands, causes of action, suits, and associated expenses (including, but not limited to, all court costs, expert witness fees, investigative expenses, and attorneys’ fees (the “litigation expenses”)), and awards arising in favor of the Client or any third party as a result of, and/or in any way occurring, incident to, arising out of, or in connection with the performance of services by the Company pursuant to these General Conditions and/or the transportation, handling, or disposal of Client’s property (including samples) for:
(i) injury, disease, or death to persons;  
(ii) damage to, loss of, or loss of use of property (including, but not limited to pollution damage to any surface or water, damage to any storage tank, vessel, site, or other location);
(iii) financial loss of every kind or character; or
(iv) delay or failure to perform the services due to causes beyond the Company’s control.
i) The Client shall indemnify the Company and its affiliates, and their respective employees, directors, agents, consultants or subcontractors against, and hold them harmless against, all claims made by third parties for loss, damage or expense of whatever nature (including, but not limited to negligence and gross negligence) and howsoever arising, relating to the performance, purported performance or non-performance of any Service, to the extent that the aggregate of such claims for any one Service exceeds the limitation of liability as set out in Article 6.d above. To the extent necessary under applicable law, the Client agrees that its indemnity obligation will be sufficiently supported by available liability insurance coverage to be furnished by the Client.

7. WAIVER OF SUBROGATION
a) If the Client suffers loss or damage caused by the Company and such loss or damage is covered by the Client’s insurance, the Client, on behalf of itself and any of its insurers, waives any claim that the Client or its insurer may have against the Company to the extent the Client, or any third party, is compensated by such insurance. Additionally, the Client further agrees to obtain from its insurers a provision and acknowledgement of this waiver and an agreement that the insurers will not be subrogated to the rights of the Client to the extent these rights have been waived above.

8. CONFIDENTIALITY AND COMPANY'S PROPERTY, REPORTS AND CERTIFICATES, INTELLECTUAL PROPERTY RIGHTS
a) The Client may not use the Company’s names, trademarks, or copyrighted materials without prior written consent, and only in strict compliance with any provided usage guidelines.  
b) For avoidance of doubt, nothing in the Deliverables or any other writing issued by the Company, its affiliates, agents and subcontractors shall convey any rights of ownership or licence whatsoever to the Company’s and its affiliates`, agents` and/or subcontractors` intellectual property of its proprietary software, nor to its proprietary methods and procedures of testing, analyses and inspections, nor to its internal policies, nor to its name, logo, marks, or other trade dress nor any other existing or later developed Intellectual Property rights or know-how developed and used to perform the Services and Deliverables. These shall remain the sole property of the Company, its affiliates, agents and subcontractors. The Deliverables do not convey ownership or licencing rights to any third party’s Intellectual property that may be contained or referenced in the Deliverables.
c) In no event is the Client, or any third party acting on behalf of it, permitted to perform an audit on the Company’s premises. The Company may agree otherwise in writing, provided such audit and its scope are defined and explicitly agreed to by the Company. In all cases, any audit must at all times be guided and supervised by personnel of the Company, performed only on information regarding the services as provided exclusively to the Client, and all costs in connection with the audit are borne by the Client.
d) Subject to Article 8.k, each of the Parties shall not disclose or use for any purpose whatsoever any Confidential Information or any financial or trading information or information regarding the Company`s internal policies which it may acquire or receive within the scope of the performance of the Agreement, without the prior written consent of the Party that disclosed the Confidential Information except as required for the Company to provide the Services.
e) The confidentiality undertaking shall not apply to any information:
1) which is publicly available or becomes publicly available through no act of the receiving Party;
2) which was in the possession of the receiving Party prior to its disclosure;
3) which is disclosed to the receiving Party by a third party who did not acquire the information under an obligation of confidentiality;
4) which is independently developed or acquired by the receiving Party without use of or reference to Confidential Information received from the disclosing Party;
5) which is required to be disclosed to an accreditation body or under the rules of an accreditation scheme, in each case where applicable to the Services;
6) which is disclosed in accordance with the requirements of law, any stock exchange regulation or any binding judgment, order or requirement of any court or any regulator having regulatory or supervisory authority over its business; or
7) which is disclosed to an affiliate of the Party or to a subcontractor of the Company on a need to know basis.
f) The Deliverables are issued by the Company and, except as provided otherwise in the Agreement, are intended for the exclusive use of the Client and shall not be modified, amended, published, used for advertising purposes, copied or replicated for distribution to any other person or entity or otherwise publicly disclosed without the prior written consent of the Company. The Client agrees that Deliverables may be provided by electronic means of delivery including but not limited to email.
g) The Company will be deemed irrevocably authorised to deliver at its discretion any report or certificate to a third party if following instructions by the Client in this sense has been given to the third party or such a promise implicitly follows from circumstances, trade custom, usage or practice.
h) An original signed copy of any written certificate, report or any other Deliverable bearing the signature of an authorised representative of the Company together with the Company’s stamp shall be the only and exclusive proof of the content of such certificate or report regardless of whether such certificate or report or any information contained therein is supplied or communicated by other means such as electronically.
i) Any certificate, report or any other Deliverable submitted to the Client other than in written form bearing the signature of the authorised representative of the Company shall be deemed to have been issued at the request of and for the risk of the Client and the Company shall not be responsible nor liable for any deviation or discrepancy between the contents of such certificate, report or any other Deliverable and the contents of the original as signed by such representative.
j) Each Party shall be responsible for ensuring that all persons to whom Confidential Information is disclosed under the Agreement shall keep such information confidential and shall not disclose or divulge the same to any unauthorized person or entity, and shall assume full responsibility for any breach of said undertaking.
k) The Company reserves the right to collect, collate and use aggregated anonymised data deriving from the Deliverables and Samples, including data which constitutes Confidential Information, for the purposes of statistical analysis, benchmarking or trending.

5. SUSPENSION OR TERMINATION OF SERVICES
‍a) The Company shall be entitled to immediately and without liability either suspend or terminate provision of the services in the event of:
1) failure by the Client to comply with any of its obligations hereunder and such failure is not remedied within 5 (five) days that notice of such failure has been notified to the Client; or
2) any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the Client.