Terms of Business

Definitions Agreement

The agreement between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Bespoke IP

All Intellectual Property Rights that are conceived, developed, or otherwise come into existence exclusively in the course of the provision of Services under this Agreement and are tailored to meet the specific requirementsof the Customer as per a mutually agreed specification.

Change Control

A formal process whereby any mutually agreed changes, modifications, or amendments to the Services, Deliverables, Service Levels or Specifications, are documented and formally incorporated into this Agreement.

Charges

The price for the Goods and/or the fees for the Services as set out in the Order, or, if no price or fee is quoted in the Order, the price and/or fees set out in the Supplier’s published price list as at the date of despatch of theOrder and/or commencement of the Services

Conditions

These terms and conditions as amended from time to time in accordance with this Agreement.

Confidential Information

Has the meaning set out in clause 14.

Customer

The person who purchases the Goods and/or Services from the Supplier.

Customer Data

Any personal data provided to the Supplier by the Customer, or on the Customer’s behalf, in connection with the Services.

Customer Materials

All materials, equipment, tools, drawings, specifications, data, and other physical or electronic resources provided by the Customer to the Supplier for the purpose of facilitating the provision of the Services.

Data Protection Legislation

All applicable data protection and privacy legislation in force from time to time including without limitation where applicable, the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder)(DPA 2018); thePrivacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; where applicable, the General Data Protection Regulation ((EU) 2016/679) and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including without limitation, the privacy of electronic communications).

Deliverables

From time to time which apply to a party relating to the use of personal data (including without limitation, the privacy of electronic communications).Deliverables Any outputs agreed to be supplied by the Supplier and directly associated with the Services as specified in an Order and any other documents, plans, products, methodologies, ideas, designs, computer programs, data, andreports developed as a result of the Services and which the Supplier agrees in writing to supply to the Customer. For the avoidance of doubt, any Goods supplied by the Supplier are not considered 'Deliverables' under thisAgreement

DPA

The Data Processing Agreement which may be supplied as a separate document pursuant to the terms of this Agreement.

Effective Date

The commencement date for the performance of the Services by the Supplier under this Agreement, as set out in the Order.

End Date

The termination date for the performance of the Services by the Supplier under this Agreement, as set out in the Order.

Equipment

Any and all apparatus, machinery, tools, systems, cabling, and facilities used directly or indirectly in the execution of the Services, whether provided by the Supplier or its subcontractors.

Force Majeure

Any event or circumstance beyond the reasonable control of the affected party which materially impedes, delays, or prevents the fulfilment of any obligations under this Agreement, including power failure, Internet ServiceProvider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the control of the party in question.

Goods

The goods described in the Order which Supplier is to supply to Customer in accordance with this Agreement.

Intellectual Property Rights

All forms of intellectual property including, without limitation, inventions, patents, copyrights, designs, trademarks, service marks, database rights, topographies, know-how, trade secrets, and applications for any of theforegoing, in any part of the world.

Order

The Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

Premises

The location(s) owned, leased, or otherwise controlled by the Customer, as specified in the Order, or as otherwise directed by the Customer, where the Services are to be performed and/or the Goods are to be delivered.

Services

The services to be provided by the Supplier to the Customer under this Agreement, which may include the provision of Deliverables, as confirmed in writing by the Supplier in an Order.

Service Levels

The standards and benchmarks for the performance of the Services as detailed in the Order or otherwise notified in writing to the Customer by the Supplier.

Specification

The detailed description or specification for the Goods and/or Services as may be agreed upon between the parties.

Supplier

JTF Wireless Limited, a company incorporated in England and Wales with registered number 8110034 whose registered office is at Unit 9 Galena Close, Amington Heights, Tamworth, B77 4AS.

System

Any environmental monitoring system that comprises Equipment and technology supplied directly by the Supplier or indirectly through an approved distributor, as detailed in an Order.

UK GDPR

Has the meaning given to it in section 3(10)(as supplemented by section 205(4)) of the Data Protection Act 2018.

Working Day

Any day other than a Saturday, Sunday, or a public holiday in England and Wales.

2. Basis of contract

2.1. The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order, at which point and on which date the Agreement shall come into existence.

2.3. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods and/or Services contained in the Supplier’s catalogues or brochures (including any online materials) are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described therein. They shall not form part of the Agreement nor have contractual force.

2.4. These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which may be implied by law, trade custom, practice or course of dealing

2.5. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.

2.6. Time is not of the essence for any dates for delivery of the Goods and/or Services under this Agreement, unless specifically stated otherwise in the Order

2.7. Once accepted by the Supplier, no Order for Goods may be cancelled by the Customer. If the Supplier, exercising its discretion on a case by case basis, agrees in writing to cancel an Order for Goods at the request of the Customer, and without prejudice to any other rights or remedies available to the Supplier under the terms of this Agreement, the Supplier shall be entitled to charge the Customer a cancellation fee of up to fifty per cent (50%) of the Charges for the relevant Goods to cover the Supplier’s costs and expenses in dealing with the cancelled Order. If the Supplier does agree in writing to cancel an Order for Goods in accordance with this clause, the Customer shall be responsible for returning any such Goods, at the Customer’s risk and cost, in good condition to the Supplier’s place of business or such other location as notified to the Customer in writing.

2.8. Once accepted by the Supplier, no amendment shall be made to an Order for Services except on terms agreed in writing by the Supplier in accordance with clause 11 (Change Control).

2.9. All these Conditions shall apply to the supply of both Goods and Services except where application to one or other is specified.

3. Customer’s Obligations

3.1. The Customer shall:

3.1.1. co-operate with the Supplier, and ensure that its employees and other contractors co-operate with the Supplier, in all matters relating to the Goods and/or Services;

3.1.2. appoint a named person as a manager in respect of the Services and to monitor the System, and ensure this person is used to liaise with Supplier’s staff (or representative) and has authority to contractually bind the Customer on all matters relatingto the relevant Services.

3.1.3. provide, in a timely manner, any Equipment, materials and any information as the Supplier may reasonably require. In the case of Equipment, the Customer shall ensure that it is in reasonable condition, fit for purpose and compliant with all relevantUK standards or requirements, and in the case of information, the Customer shall ensure that it is accurate in all material respects;

3.1.4. obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services before the date on which the Services are to start;

3.1.5. provide to the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Premises and other facilities as reasonably required by the Supplier;

3.1.6. ensure that a competent person is available to oversee any service visit, and provide the necessary access to hardware and software. As part of a calibration visit it is the Customer’s responsibility to collect all hardware items that require calibration and present them to the engineer upon arrival. Failure to comply with this requirement will result in the Customer being charged for the visit according to current service charges, irrespective of the level of cover that has been agreed. Any sensors that are not provided will not be calibrated but may still be charged.

3.1.7. authorise the Supplier, during any service or calibration visit, to repair or replace any parts or goods deemed necessary by the Supplier for the proper functioning of the equipment or system, provided that the Customer's approval is obtained priorto such repair or replacement. The Customer agrees to pay for the cost of such repairs or replacements, which will be invoiced separately, subject to the warranty provisions set out in clauses 6.2.

3.1.8. inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Premises;

3.1.9. provide remote access to the Supplier for the remote assistance service, excluding Supplier hosted applications and services;

3.1.10. promptly notify the Supplier of any System, support, or configuration issues via the help desk;

3.1.11. be responsible for the management of appropriate environmental conditions within the Premises at all times. It is acknowledged that the Supplier's monitoring solutions, including the System, are designed solely to monitor environmental conditionsand do not encompass control or correction of such conditions.

3.1.12. arrange for alternative monitoring measures during Service downtime, including but not limited to annual calibration. Supplementary services or equipment for interim monitoring may be provided by the Supplier at an additional fee.

3.1.13. accept responsibility for, and the associated risks in, maintaining the necessary environmental conditions within the Premises.

4. Supplier Obligations

4.1. The Supplier shall:

4.1.1. provide the Services to the Customer on the terms and conditions of this Agreement from the Effective Date until the End Date or as otherwise specified in the Order;

4.1.2. provide the Services (including any Deliverables) at the Premises in accordance with any Specification and the Service Levels in all material respects.

4.1.3. co-operate with the Customer in all reasonable matters relating to the Services, and comply with all reasonable instructions of the Customer conditional upon such instructions being within the scope of any Services;

4.1.4. provide all equipment, tools and vehicles and such other items as are required to provide the Services;

4.1.5. obtain and maintain during the term of the Agreement all licences and consents which may be required for the provision of the Services;

4.1.6. observe, only where copies are provided to the Supplier, any health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's Premises;

4.1.7. hold Customer Materials in reasonably safe custody at the Customer’s risk until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Services or the Customer's reasonable written instructions or authorisation.

5. Force Majeure

5.1. Notwithstanding any other provision in this Agreement, the Supplier shall not be liable to the Customer for any failure or delay in performing its obligations where such failure or delay results from a Force Majeure event. If a Force Majeure event arises, the Supplier shall notify the Customer of: (i) any anticipated or actual delays or impediments in the supply of the Goods or provision of the Services; and (ii) any situation that may preclude the Supplier from executing the delivery of the Goods or performance of the Services in accordance with the stipulations of this Agreement, accompanied by, where practicable, proposed mitigation strategies.

5.2. Should the period of delay or non-performance attributable to a Force Majeure event extend beyond sixty (60) days, either party shall have the right to terminate this Agreement by issuing a written notice of termination, to be effective fourteen (14)days from the date of notice.

6. Warranties

6.1. Each party represents to the other that it has authority to enter into this Agreement, to carry out its obligations under it, and to give the rights and licences granted herein.

6.2. The Supplier warrants that on delivery, and for a period of 12 months from the date the Goods are dispatched (the “Warranty Period”), the Goods shall: (i) conform in all material respects with their description; (ii) be free from material defects indesign, material and workmanship. This 12-month warranty is provided by the manufacturer of the Goods, administered by the Supplier.

6.3. The Supplier shall not be liable for the failure of the Goods to comply with the warranty set out in clause 6.2 if: (i) the Customer makes any further use of such Goods after giving notice of a warranty claim or potential warranty claim; (ii) the defect arises because the Customer failed to (a) follow any operating or service manuals supplied with the Goods or supplied by the Supplier or (b) follow the Supplier’s oral or written instructions as to storage, commissioning, installation, use or maintenance of the Goods or, if there are none, failed to follow good trade practice regarding the same; (iii) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer; (iv) the Customer alters or repairs theGoods without the written consent of the Supplier or alters or repairs the Goods other than in accordance with any operating or service manual supplied with the Goods or by the Supplier; (v) the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal working conditions; (vi) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.4. The Supplier warrants that: (i) the Services will conform materially in accordance with the Specification set out in the Order; (ii) it will perform the Services and produce the Deliverables with reasonable skill and care, using suitably trained personneland in accordance with industry standards.

6.5. The Supplier does not warrant or represent that any Deliverable or work product will: (i) be fit for any particular purpose; (ii) operate uninterrupted or be free from minor errors or defects; or (iii) will result in Customer’s compliance with laws, rules orregulations of any government or regulatory authority.

6.6. To the extent permitted by law, no warranties, conditions or other terms are implied into this Agreement, including the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act1982.

6.7. Subject to clause 6.4, if: (a) the Customer gives notice in writing to the Supplier during the Warranty Period that some or all of the Goods do not comply with the warranty set out in clause 6.2; (b) the Supplier is given a reasonable opportunity of examining such Goods; and (c) the Customer (if asked to do so by the Supplier) returns such Goods, at its own risk and cost, to the Supplier or to some place nominated by the Supplier, the Supplier shall at its option repair or replace or refund the price of the defective Goods. Any repaired or replacement Goods will be delivered to the Customer at the risk of the Customer, but the Supplier may, if it wishes, pay the cost of carriage. Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the failure of the Goods to conform to the warranty set out in clause 6.2.

6.8. If, on inspection of any returned Goods, the Supplier finds that the Goods are not defective, or the Goods do not conform with the warranty set out in clause 6.2 due to any of the reasons set out in clause 6.3(i) to (vi), the Goods will be returned to the Customer, at the Customer’s risk and cost, and will be subject to a testing charge of 15% of the invoice price together with VAT thereon (if applicable), which testing charge Customer shall pay to the Supplier upon presentation of the Supplier’s invoice.

6.9. The Customer shall be deemed to have accepted Supplier’s performance of the Services and/or delivery of any Deliverables unless the Customer notifies the Supplier in writing within 30 days of performance or delivery (as applicable) if it considersthat any of the Services or Deliverables do not meet the standard at clause 6.4, specifying all relevant information reasonably necessary for the Supplier to identify the issue. If the Supplier agrees that it has not met the required standard, the Supplier will, at its option, either: (i) use reasonable commercial endeavours to investigate and remedy any such non-conformance promptly taking into account the nature of the non-conformance and its impact on the Customer’s operations; or (ii) refund Page 3 of 5the Charges paid for such non-conforming Services or Deliverables. Subject to the Customer’s right to terminate this Agreement for cause, this clause 6.9 and any applicable Service Level guarantee and credits in the Order constitute the Customer’s sole and exclusive remedy for breach of the warranties in clause 6.4.

7. Insurance

7.1. The Supplier shall, during the term of this Agreement, maintain appropriate employer’s liability, public liability and professional indemnity insurance cover with an insurance company of repute.

8. Goods Delivery and Title

8.1. The Supplier shall deliver the Goods to the Premises set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready.

8.2. Delivery of the Goods shall be completed on unloading of the Goods at the Delivery Location. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any failure or delay in delivery of the Goods that is caused by reasons beyond the Supplier’s control, including a Force Majeure event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

8.3. The Supplier may postpone delivery of the Goods at the request of the Customer provided that the Customer pays the full price of the Goods forthwith. If the Customer fails to accept delivery of the Goods within three Working Days of the Supplier notifying the Customer that the Goods are ready, then delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Working Day following the day on which the Supplier notified the Customer that the Goods were ready.Where delivery is postponed or Customer fails to accept delivery of the Goods, the Supplier may store the Goods at its own premises or elsewhere at the Customer’s sole risk and all storage, insurance and transport charges shall be paid by theCustomer. If ten Working Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of theGoods and, after deducting reasonable storage, insurance and selling costs account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

8.4. The risk in the Goods shall pass to the Customer upon delivery of the Goods to the carrier at the Supplier’s place of business. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer and in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

10. Charges and Payment Terms

10.1. The Customer shall pay the Supplier the Charges in accordance with the terms of this Agreement. Unless otherwise expressly stated, all Charges for Goods are exclusive of all costs and charges of packaging, insurance, carriage and delivery of theGoods.

9.2. If the Goods become obsolete after the Warranty Period but within the term of the Agreement, the Supplier will offer the Customer suitable alternative Goods at the same price or less than the price of the obsolete Goods at the time it becameobsolete

9.3. Any replacement Goods provided due to obsolescence will include a new 12-month warranty provided by the manufacturer, covering defects and failures under the same terms as the original Goods warranty

9.4. If the replacement Goods requires an upgrade to the existing system infrastructure, the Supplier will notify the Customer and provide options for the necessary upgrades. The cost of such upgrades will be the responsibility of the Customer, and theSupplier will endeavour to offer these upgrades at a competitive price.

9.5. The Agreement will continue under the same terms with the replacement Goods for the remainder of the original contract term.

9.6. If the Customer chooses not to accept the replacement Goods or necessary system upgrades, they will be eligible for a pro rata refund of any prepaid Charges applicable to the remaining term for that specific Good

9. Product Obsolescence

9.1. If the Goods become obsolete within the Warranty Period, the Supplier will replace the Goods with a like-for-like alternative at no additional cost to the Customer, provided that the replacement is necessary due to a defect or failure covered under the warranty.

9.2. If the Goods become obsolete after the Warranty Period but within the term of the Agreement, the Supplier will offer the Customer suitable alternative Goods at the same price or less than the price of the obsolete Goods at the time it became obsolete

9.3. Any replacement Goods provided due to obsolescence will include a new 12-month warranty provided by the manufacturer, covering defects and failures under the same terms as the original Goods warranty

9.4. If the replacement Goods requires an upgrade to the existing system infrastructure, the Supplier will notify the Customer and provide options for the necessary upgrades. The cost of such upgrades will be the responsibility of the Customer, and theSupplier will endeavour to offer these upgrades at a competitive price.

9.5. The Agreement will continue under the same terms with the replacement Goods for the remainder of the original contract term.

9.6. If the Customer chooses not to accept the replacement Goods or necessary system upgrades, they will be eligible for a pro rata refund of any prepaid Charges applicable to the remaining term for that specific Good.

10. Charges and Payment Terms

10.1. The Customer shall pay the Supplier the Charges in accordance with the terms of this Agreement. Unless otherwise expressly stated, all Charges for Goods are exclusive of all costs and charges of packaging, insurance, carriage and delivery of the Goods.

10.2. Charges for the Services are derived from the System value outlined in the Customer’s asset register and shall be subject to the minimum fees and charges notified in writing by the Supplier to the Customer.

10.3. All Charges are exclusive of VAT. Where any taxable supply for VAT purposes is made by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods or both, as applicable, at the same time as payment is due for the supply of the Services and/or Goods

10.4. The Customer shall pay each invoice submitted by the Supplier within 30 days of the invoice date or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer, and in full and in cleared funds to a bank account nominated in writing by the Supplier. Time is of the essence in respect of payment of all Charges.

10.5. The Supplier reserves the right to: (i) increase the price of the Goods by giving notice to the Customer at any time before delivery to reflect any increase in the cost of the Goods to the Supplier that is due to: (a) any factor beyond the control of theSupplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs), (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods specification, or (c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods; (ii) charges for any materials supplied that are not part of the standard agreement; or (iii) for the replacement of any equipment that is not covered under warranty.

10.6. If the Customer fails to pay the Supplier any amount by the due date, the Supplier reserves the right to charge interest at the higher of the statutory interest due under the Late Payment of Commercial Debts (Interest) Act 1998 and a rate of 4% per annumover the Base Rate of the Bank of England for the time being from the time that the payment became payable until actual payment is received. The Supplier reserves the right, exercisable at Supplier’s absolute discretion, to suspend further work or provisionof any Services. Any suspension the Services does not prejudice the Supplier’s right to invoice, and be paid any Charges due or other amounts incurred up to and including the date of suspension.

10.7. All amounts due under this Agreement shall be paid by the Customer in full in the currency of the Supplier’s invoice without any set-off, counterclaim, deduction or withholding of any kind, except as required by law.

11. Change Control

11.1. Either the Supplier or the Customer may request a Change Order during the term of this Agreement. A Change Order will be effective only when mutually agreed in writing between the parties.

11.2. Any increase in the volume of the Services, including the addition of new sensors or other products or services, will be treated as a new Order.

11.3. The Supplier reserves the right to adjust the Services to comply with any applicable law or safety requirements. The Supplier will provide the Customer with reasonable notice of such changes. These changes shall not materially affect the nature or scope of the Services or the Charges for the Services, except as provided by the terms of any new Order.

12. Indemnity

12.1. Subject to clauses 12.2 and 12.3, the Supplier shall indemnify the Customer against liabilities, costs, expenses, damages, and direct losses incurred by the Customer, to the extent arising directly out of any confirmed infringement of a third party'sIntellectual Property Rights directly attributable to the Goods supplied or Services provided under this Agreement.

12.2. The Supplier's indemnification obligations under clause 12.1 shall not extend to: (i) indirect, special or consequential loss or damage, or any loss of profit, loss of reputation, or loss of business, loss of anticipated profits or loss of opportunity; (ii)claims arising due to the Customer's negligence, misuse of the Goods or Services, or alterations made without the Supplier's consent; (iii) any claim or liability to the extent that it is attributable to the Customer's breach of this Agreement, or failure to comply with the Supplier's instructions, documentation or applicable laws.

12.3. In the event of a potential indemnity obligation under this clause 12, the Customer shall provide to the Supplier: (i) prompt written notice of the claim or known threatened claim, such that the Supplier’s ability to defend the claim is not prejudiced; and (ii) control of, and reasonable assistance in, the defence and settlement of the claim, at the Supplier’s expense. On becoming aware of any actual or potential claim under this clause, the Supplier may at its sole discretion: (i) modify or replace the Services, Deliverables or work product to be non-infringing; (ii) obtain rights for the Customer to continue using the Services, Deliverables or work products, or (iii) terminate this Agreement and issue a refund for the Charges paid for the affected Page 4 of 5Services, Deliverables or work product. The Customer agrees to abide by the Supplier’s decision, and if appropriate, stop using the affected Service, Deliverable or work product.

13. Liability

13.1. If the Supplier's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors, consultants or employees, or by reason of Force Majeure, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

13.2. Nothing in this Agreement limits or excludes either party's liability for:

13.2.1. death or personal injury caused by its negligence;

13.2.2. fraud or fraudulent misrepresentation;

13.2.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

13.2.4. breach of any agreed Service Levels applicable to the Services; or

13.2.5. any other liability which cannot be limited or excluded by applicable law

13.3. Subject to clause 13.2 and clause 12 (Indemnity), neither party shall have any liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

13.3.1. loss of profits;

13.3.2. loss of sales or business;

13.3.3. loss of agreements or contracts;

13.3.4. loss of anticipated savings;

13.3.5. loss of or damage to goodwill;

13.3.6. loss of use or corruption of software, data or information;

13.3.7. any indirect or consequential loss.

13.4. The Supplier shall not be liable for any loss, damage, or a service disruption specifically resulting from the Customer’s failure to adhere to proper environmental management and operational protocols required for the preservation of stored goods, as well asany other responsibilities outlined in clause 3 (Customer Obligations) of this Agreement.

13.5. Subject to clause 13.2 but notwithstanding any other provision in this Agreement, the total aggregate liability of the Supplier in contract, tort (including negligence and breach of statutory duty howsoever arising) misrepresentation (whether innocent ornegligent), restitution or otherwise arising in connection with the performance or anticipated performance of this Agreement or any collateral contract shall not exceed the Charges paid or payable by the Customer under this Agreement.

13.6. The Supplier’s liability shall be capped at £5,000,000 with respect to: (i) any indemnity claim under clause 12.

13.7. If the Supplier is liable to the Customer under this Agreement, and another person would be liable to the Customer in respect of the same loss (save for the Customer’s contractual arrangements with them), then: (i) the compensation payable by the Supplier to the Customer in respect of that loss will be reduced; (ii) the reduction will take into account the extent of the responsibility of that other person for the loss; and (iii) in determining the extent of the responsibility of that other person for the loss, no account will be taken of (a) any limit or exclusion placed on the amount that person will pay or (b) any shortfall in recovery from that person (for whatever reason).

13.8. The Customer acknowledges that the Supplier is a limited liability company and that there is no direct contract between the Customer and any individual employee, consultant, contractor or director of the Supplier. Any Services provided by any employee, consultant, contractor or director to the Customer under this Agreement are supplied by that person on behalf of the Supplier and that person does not assume any personal responsibility or liability to the Customer for those Services. Accordingly, theCustomer agrees that it shall not bring any claim against any individual employee, consultant, contractor or director in respect of losses which the Customer may suffer or incur, directly or indirectly, in connection with the Services. This clause is intended for the benefit of the Supplier’s employees, consultants, contractors and directors. This Agreement may, however, be varied or rescinded from time to time without the consent of all or any of those persons.

14. Confidentiality

14.1. “Confidential Information” means all information of a party to this Agreement (the “Discloser”) disclosed to the other party of this Agreement (the “Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Any information related to the Customer's business affairs, customers, clients, or suppliers, is of a confidential nature. The Services and any information related to the Supplier’s business affairs, customers, clients or suppliers, is of a confidential nature.

14.2. Confidential Information excludes: (i) information that was known to the Recipient without a confidentiality restriction prior to its disclosure by the Discloser; (ii) information that was or becomes known through no wrongful act of the Recipient; (iii)information that the Recipient rightfully received from a third party authorised to make such disclosure without restriction; (iv) information that has been independently developed by the Recipient without use of the Discloser’s ConfidentialInformation; and (v) information that was authorised for release in writing by the Discloser.

14.3. The Recipient will use the same degree of care and resources as it uses for its own confidential information of like nature (but no less than reasonable skill and care) to protect the Discloser's Confidential Information from any use or disclosure not permitted by this Agreement or authorised by the Discloser. The Recipient may disclose the Discloser’s Confidential Information to its employees, contractors and service providers who need access to such Confidential Information to affect the intent of this Agreement, provided they are bound by confidentiality obligations no less restrictive than those herein. Recipient shall be responsible for any breach of this clause by its employees, contractors and service providers.

14.4. The Recipient may disclose Confidential Information to the extent required by court or administrative order or law, provided that the Recipient provides advance notice thereof (unless requested or ordered not to do so by law or a court or administrative order) and reasonable assistance, at the Discloser’s cost, to enable the Discloser to seek a protective order or otherwise prevent or limit such disclosure

14.5. Each party acknowledges that damages may not be an adequate remedy for a breach of confidentiality obligations and that the other party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for anythreatened or actual breach of this Agreement.

15. Intellectual Property

15.1. Subject to the limited rights expressly granted hereunder, as between the Supplier and the Customer, the Supplier owns all right, title and interest, including all Intellectual Property Rights which may subsist in and to any Deliverables and/or in connection with the provision of the Services (including any Bespoke IP). All rights not expressly granted in this Agreement are expressly reserved by the Supplier.

15.2. The Supplier grants to the Customer throughout the term of this Agreement a non-transferable, non-exclusive worldwide licence of any Intellectual Property Rights in any Deliverables and/or the work product of the Services (including any BespokeIP) for the purpose of enabling the Customer to make reasonable use of the Deliverables and the Services. Upon termination of this Agreement, such licence shall terminate automatically and the Customer agrees not to make use any of the Supplier’sIntellectual Property Rights.

16. Data Protection

16.1. The Customer warrants and represents that it has any necessary consent, provided any necessary notice and done all things required under the Data Protection Legislation to disclose Customer Data to the Supplier in connection with the Services.The Customer must tell the Supplier in writing if it intends to provide the Supplier with special category/sensitive personal data.

16.2. Where the Supplier acts as a controller of the Customer Data the Supplier may process Customer Data for the purposes of any of: (i) providing the Services; (ii) maintaining and using IT systems; (iii) quality, risk and customer management activities;(iv) providing the Customer with information about the Supplier’s range of services; and (v) to meet the Supplier’s legal and regulatory obligations. The Supplier may share Customer Data with its employees, subcontractors and other parties who facilitate its business. The Supplier will only disclose Customer Data where it is required in connection with such purposes and in compliance with Data Protection Legislation.

16.3. Where the Supplier acts as processor in relation to Customer Data, the Supplier will: (i) process it only on the Customer’s lawful written instructions; (ii) implement appropriate measures designed to ensure its security, including by imposing confidentiality obligations on relevant personnel; (iii) transfer it only to sub-processors under a written contract which imposes obligations consistent with those in this clause and the Customer authorises the Supplier to transfer the Customer Data Page 5 of 5to them; (iv) provide the Customer with reasonable assistance in carrying out any legally required data protection impact assessments, complying with the rights of data subjects and complying with the Customer’s own data security obligations under applicable Data Protection Legislation; (v) notify the Customer without undue delay after becoming aware of a breach in respect of it; (vi) on Customer’s request either return or destroy the Customer Data when the Agreement ends; and (vii)on the Customer’s written request, provide the Customer with reasonable information necessary to demonstrate Supplier’s compliance with this clause

16.4. Where there the Supplier reasonably requires, the parties shall enter into the DPA which is incorporated into this Agreement and works in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data ProtectionLegislation.

17. Compliance with Applicable Laws

17.1. Each party shall comply with all applicable laws, statutes, codes and regulations in relation to the Services, including Data Protection laws, the Bribery Act 2010 (Bribery Laws), Modern Slavery Act 2015 and Criminal Finances Act 2017. Each party shall promptly report to the other any request or demand for any undue financial or other advantage of any kind received by that party in connection with the performance of this Agreement.

17.2. The Services may be subject to export laws and regulations of the United Kingdom or other jurisdictions. The Customer represents and warrants throughout the term of this Agreement that it is not named, and will not be named, on any UK government Sanctions List or OFSI Consolidated Sanctions List. The Customer shall promptly notify the Supplier in writing, if during the term of this Agreement, it is listed on any UK Sanctions List of OFSI Consolidated List. In such circumstances, the Supplier shall be entitled to terminate this Agreement with immediate effect upon notice in writing to the Customer.

18. Publicity and References

18.1 Unless otherwise agreed in writing, the Customer grants the Supplier a non-exclusive, royalty-free licence to use the Customer’s name and logo solely for the purpose of identifying the Customer as a client of the Supplier in its marketing materials, websites, case studies, social media, presentations, and proposals. The Supplier shall not disclose any further details of the Customer’s engagement or use of the Goods and/or Services without the Customer’s prior written consent. The Customer may withdraw this permission at any time by providing written notice, and the Supplier shall cease any new use of the name and logo within a reasonable timeframe.

18.2 Where the Customer receives preferential pricing, extended payment terms, or other commercial incentives, the Supplier may request that the Customer be available to act as a reference site. This may include participation in case studies, testimonials, or peer-to-peer reference calls with prospective clients. Any such participation shall be subject to the Customer’s prior approval on a case-by-case basis and shall not be unreasonably withheld.

18.2 The Supplier agrees to submit any press releases or detailed public announcements that identify the Customer by name (other than logo-only usage as outlined above) for the Customer’s review and approval in advance of publication.

19. Non-Solicitation

19.1. The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this Agreement to the expiry of 3 months after the last date of supply of the Services or termination of this Agreement (whichever is the latest),solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of the Supplier in the provision of the Services.

19.2. The Supplier shall not, without the prior written consent of the Customer, at any time from the date of this Agreement to the expiry of 6 months after the last date of supply of the Services or termination of this Agreement (whichever is the latest),solicit or entice away from the Customer or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of the Customer in the provision of the Services.

20. Termination

20.1. Without affecting any other right or remedy available to it, a party may terminate the Agreement immediately by giving written notice to the other party if that other party:
(i) does not pay any sum due to it under this Agreement within 30 days of the due date for payment;
(ii) commits a material breach of this Agreement which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
(iii) persistently breaches any term of this Agreement;
(iv) is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
(v) is a company over any of whose assets or property a receiver is appointed;
(vi) makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
(vii) (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation;
(viii) undergoes a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010); or
(ix) (if an individual) dies or as a result of illness or incapacity becomes incapable of managing their own affairs.

21. Consequences of Termination

21.1. On termination or expiry of this Agreement the Customer shall: (i) immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of the Goods and/or Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on presentation; and (ii) return all of the Supplier’s materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then theSupplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement.

21.2. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry

21.3. Other than as set out in this Agreement, neither party shall have any further obligation to the other under the Agreement after its termination.

22. General

22.1. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous discussions, arrangements or agreements (written or oral) thatmight have taken place in relation to the subject matter herein. The parties acknowledge that in entering into this Agreement they have not relied on and will have no rights or remedies in respect of any statement, representation, assurance or warranty other than as expressly set out in this Agreement.

22.2. The Supplier may at any time assign, mortgage, charge, delegate, declare a trust over, transfer, sub-contract or deal in any manner with any or all of its rights and/or obligations under this Agreement. The Customer shall not assign, mortgage, charge, delegate, declare a trust over, transfer, sub-contract or deal in any manner with any or all of its rights and/or obligations under this Agreement without the prior written consent (not to be unreasonably withheld) of the Supplier.

22.3. No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of the Supplier and the Customer by their authorised representatives.

22.4. The Contracts (Rights of Third Parties)Act 1999 does not apply to thisAgreement and except where expressly stated otherwise herein, no other party has any right to enforce or rely on any provision of this Agreement.

22.5. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

22.6. Any provision intended to survive the termination of this Agreement shall remain in effect.

22.7. If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.

22.8. Unless specifically provided by the parties, nothing in the Agreement will establish any employment relationship, partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of the other party.

22.9. Any notice to be delivered under this Agreement must be in writing and delivered by pre-paid first-class post to or left by hand delivery at the other party's registered address or place of business, or sent by email to the other party's main business email address as notified to the sending party. Any notice will be deemed received:(i) if sent by pre-paid post from and to addresses in the United Kingdom, on the second Working Day and, where posted from or to addresses outside the UnitedKingdom, on the tenth Working Day following the date of posting; (ii) if sent by courier, on the next Working Day; (iii) if delivered by hand, at the time the notice is left at the proper address; (iv) if sent by email, 9 a.m. recipient’s local time on the next Working Day after the email is sent, or earlier if the intended recipient has confirmed receipt expressly or by conduct.

23. Interpretation

23.1. In this Agreement, unless the context requires a different interpretation: (i) the singular includes the plural and vice versa; (ii) references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of thisAgreement; (iii) a reference to a person includes firms, companies, government entities, trusts and partnerships; (iv) "including" is understood to mean "including without limitation"; (v) reference to any statutory provision includes any modification or amendment of it; (vi) the headings and sub-headings do not form part of this Agreement; and (vii) "writing" or "written" will include fax and e-mail unless otherwise stated.

24. Governing Law and Jurisdiction

24.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.