2Encapsulate Limited

Purchase Terms and Conditions

1. Interpretation

   1.1 In these Terms and Conditions the following words have the following meanings:

   “Adequate Procedures” - such procedures as are required so as to comply with Section 7(2) of the Bribery Act 2010 (and any guidance issued under Section 9 of that Act);

   “Anti-Bribery Laws” - all applicable Laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption, including but not limited to, the Bribery Act 2010;

   “Anti-Bribery Policies” - the Customer's ethics, anti-bribery and anti-corruption policies (which can be found online at www.2encapsulate.com) and any relevant industry code on antibribery, in each case as the Customer or the relevant industry body may update them from time to time;

   “Associated Person” - shall have the meaning given to such expression in Section 8 of the Bribery Act 2010;

   "Commencement Date” - has the meaning given to it in Clause 2.2.2;

   “Confidential Information” - all data or information (whether technical, commercial, financial or of any other type) in any form acquired under, pursuant to or in connection with, any Contract and any information used in or relating to the business of the parties (including information relating to the parties’ products (bought, manufactured, produced, distributed or sold), services (bought or supplied), operations, processes, formulae, methods, plans, strategy, product information, know-how, design rights, trade secrets, market opportunities, customer lists, commercial relationships, marketing, sales materials and general business affairs) and which are for the time being confidential to the disclosing party;

   “Contaminated Land Waste” - material the disposal of which by way of landfill at the Site (where applicable) will not qualify as a taxable disposal for the purposes of Part III of the Finance Act 1996 on the grounds that it qualifies as a disposal within section 43A(2) of the Finance Act 1996;

   “Contract” - the contract between the Supplier and the Customer for the provision of the Services by the Supplier (which shall for the avoidance of doubt be deemed to include these Terms and Conditions);

   “Customer” - the Person(s) (part of the 2Encapsulate Limited group) who purchases the Services from the Supplier and for the purposes of these Terms and Conditions such expression shall be deemed to include the employees, agents, sub-contractors or carriers of such Persons(s);

   “Customer Materials” – shall have the meaning given to it in Condition 3.1.10;

   “Data Protection Legislation” - all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; any other European Union legislation relating to personal data 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);

   “Defect” - Services not carried out as required by any Contract or Order;

   “Deliverables” - the Deliverables as set out the Order or Specification;

   “Dispute” - any dispute arising out of or in connection with any Contract or the performance, validity or enforceability of it;

   “Environmental Laws” - all or any Laws relating to the pollution or protection of the environment or harm to or the protection of human health and safety or the health of animals and plants from time to time in force including but not limited to the Environmental Protection Act 1990, the Waste Management Licensing Regulations 1994, the Environment Act 1995, the Hazardous Waste Regulations 2005, the Special Waste (Scotland) Regulations 2006 and the Waste Management: the Duty of Care Code of Practice;

   “Fees” - the fees for the Services set out in Clause 11;

   “Hazardous Waste” - any Hazardous Waste as defined by the Hazardous Waste Regulations 2005;

   “Laws” - all or any applicable law (whether criminal, civil or administrative), common law, judgment, court order, statue, statutory instrument, regulation, directive, European Union decision (insofar as legally binding), bye-law, treaty, government circular, code of practice and guidance notes or instruction or decision of any competent regulatory body;

   “Loss” - any and all actions, awards, proceedings or claims, complaints, costs, expenses (including legal expenses and disbursements), penalties, damage or loss (including loss of profit);

   “Mandatory Policies” - the Anti-Bribery Policy, the Data Privacy Policy and the Modern Slavery and Human Trafficking Policy.

   “Order” - the relevant purchase order provided by the Customer in respect of each Contract;

   “Person” - any individual, firm, company, incorporated association, partnership, government, state, or agency of state, or joint venture;

   “PPC Permit” – the relevant pollution prevention and control permit as held by the Customer or its third party partners or issued by the Environment Agency from time to time;

   “Services” – the services to be performed by the Supplier in accordance with these Terms and Conditions, including the delivery of any goods where applicable;

   “Site” - any land or premises of the Customer or its partners;

   “Specification” – any Specification set out by Customer and communicated to the Supplier in relation to the Services to be provided;

   “Term” – the term of any Contract;

   “Terms and Conditions” – these 2Encapsulate Purchase ‘Terms and Conditions;

   “Waste” - such Commercial Waste, Household Waste, Industrial Waste, Contaminated Land Waste, Hazardous Waste, and any other waste (as the case may be) as the Customer is permitted to receive and recycle or treat and dispose of from time to time in accordance with any waste management licence and/or PPC Permit in force from time to time in relation to any Site. For the purpose of these Terms and Conditions the expressions “Commercial Waste”, “Household Waste” and “Industrial Waste” shall in each case have the meaning given to such expressions respectively in section 75 of the Environmental Protection Act 1990, so long as the same are in each case also “Directive Waste” as defined in paragraph 1(3) of the Waste Management Licensing Regulations 1994 (as amended).

   1.2 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

   1.3 Words imparting the singular include the plural and vice versa.

   1.4 References to any statute or statutory provisions will, unless the context otherwise requires, be construed as including references to any earlier statute or the corresponding provisions of any earlier statute, whether repealed or not, directly or indirectly amended, consolidated, extended or replaced by such statute or provisions, or re-enacted in such statute or provisions, and to any subsequent statute or the corresponding provisions of any subsequent statute directly or indirectly amending, consolidating, extending, replacing or reenacting the same, and will include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provisions.

   2. Application Of Terms

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

   2.2 The Order shall be deemed to be accepted on the earlier of:

   2.2.1 the Supplier issuing written acceptance of the Order; or

   2.2.2 any act by the Supplier consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence.

   2.3 These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

   2.4 Any variation to these Terms and Conditions and any representations (other than those set out in these Terms and Conditions) about the Services shall have no effect unless expressly agreed in writing and signed by a director or duly authorised representative of the Customer.

   3. Supplier’s Obligations

   3.1 In providing the Services the Supplier shall:

   3.1.1 perform the Services with reasonable care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

   3.1.2 co-operate with the Customer in all matters relating to the Services and comply with all reasonable instructions of the Customer;

   3.1.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;

   3.1.4 ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to the Supplier;

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

   3.1.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;

   3.1.7 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

   3.1.8 comply with all Laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services, and with the Mandatory Policies;

   3.1.9 observe all health and safety rules and regulations and any other security requirements that apply at any Site;

   3.1.10 hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation;

   3.1.11 not do or omit to do anything which may cause the Customer or its partners to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services;

   3.1.12 where relevant, comply with Environmental Laws and its obligations in respect thereof in relation to any Waste. For the avoidance of doubt this includes but is not limited to any waste management duty of care, record-keeping obligations and notification requirements under the Hazardous Waste Regulations 2005 and/or the Special Waste (Scotland) Regulations 2006;

   3.1.13 ensure that all vehicles, trailers and any containers used are sound, suitable for their purpose and comply with all Laws relating thereto; and

   3.1.14 The Supplier shall meet any performance dates for the Services specified in the Order or that the Customer notifies to the Supplier.

   4. Customer’s Obligations

   4.1 The Customer shall:

   4.1.1 co-operate with the Supplier in all matters relating to the Services;

   4.1.2 provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to its Sites, data and other facilities where reasonably required by the Supplier to carry out the Services;

   4.1.3 provide, to the Supplier in a timely manner and at no charge, all documents, information, items and material which is reasonably required by the Supplier to carry out the Services;

   4.1.4 inform the Supplier of all health and safety and security requirements that apply at any of the Sites relevant to the provision of the Services; and

   5. Customer Remedies

   5.1 If the Supplier fails to perform the Services by the applicable dates or supplies Services which do not comply with the Order, Specification, Deliverables or these Terms and Conditions, the Customer shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:

   5.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;

   5.1.2 to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;

   5.1.3 to recover from the Supplier any costs incurred by the Customer in obtaining substitute services from a third party;

   5.1.4 to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided; and

   5.1.5 to claim damages for any other additional costs, Loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to meet such dates.

   5.2 These Terms and Conditions shall extend to any substituted or remedial services provided by the Supplier.

   5.3 The Customer’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

   6. Insurance

   6.1 During the term of the Contract and for a period of five (5) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, insurance policies to cover the liabilities that may arise under or in connection with the Contract, which at a minimum should include:

   6.1.1 employers liability insurance in an amount not less than five million pounds (£5,000,000) per event or series of events;

   6.1.2 public liability insurance in an amount not less than ten million pounds (£10,000,000) per event or series of events; and

   6.1.3 motor liability insurance in an amount not less than five million pounds (£5,000,000) per event or series of events.

   6.2 The Supplier shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

   7. Confidentiality

   7.1 Each party acknowledges that they will have access to Confidential information and the parties have therefore agreed to accept the restrictions in this Clause 7. No party shall use any of the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with any Contract .

   7.2 Each party may disclose the other party's Confidential Information:

   7.2.1 to those of its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with any Contract. Each party will ensure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information are aware of that party's obligations under this Clause 7; and

   7.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

   7.3 Neither party shall (except in the proper course of their duties), either during the Term or at any time after any expiry of any Contract, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

   7.3.1 any use or disclosure of information authorised by the other party or required by law; or

   7.3.2 any information that was already known to such party and not already subject to any obligation of confidentiality; or

   7.3.3 any information given to such party by a third party who has the right to do so; or

   7.3.4 any information that is independently and verifiably developed by such party; or

   7.3.5 any information which is already in, or comes into, the public domain otherwise than through the holding party's unauthorised disclosure.

   7.4 At any stage during or after the Term or thereafter, each party shall promptly on written request, return all and any Confidential Information belonging to the other party in their possession.

   8. Force Majeure

   8.1 Neither Party shall be liable to the other in any manner nor be deemed to be in breach of the Contract because of any delay in performing or any failure to perform any of its obligations under the Contract if the delay or failure was due to any cause beyond its reasonable control.

   8.2 Without prejudice to the generality of Clause 8.1 the following shall be included as causes beyond its reasonable control:

   8.2.1 governmental actions (including, but not limited to, the Environment Agency or Scottish Environment Protection Agency as appropriate) war or threat of war, national emergency, riot, civil disturbance, sabotage or requisition;

   8.2.2 act of God, fire, explosion, flood, epidemic or accident; and

   8.2.3 epidemic or pandemic.

   Any employee or industrial action shall not be considered matters outside of the control of the affected party.

   9. Passing of Property

   9.1 Risk and title in the Deliverables delivered to the Customer shall pass to the Customer on delivery and acceptance, provided all relevant and appropriate paperwork has been completed.

   9.2 Items provided in connection with the Services will comply with requirements specified in the Contract or Specification or if no requirements are specified, then warranties specified under any Laws. The Supplier retains the risk of Loss and damage for items provided until acceptance of the Services by the Customer.

   10. Defects

   10.1 Without prejudice to any other right or remedy under this Contract for breach in connection with a Defect, if the Customer becomes aware of a Defect before the later of the expiry or termination of the Order and twelve (12) months after delivery of the Services or Deliverables which gave rise to the Defect; the Supplier shall, within forty eight (48) hours of receipt of an instruction from the Customer to do so, at its own cost put forward for the approval of the Customer a rectification plan; and once so approved shall rectify the Defect at its cost in accordance with those approved details (or any changes to them as may later be approved).

   10.2 If the Supplier fails to remedy a Defect within the time agreed with the Customer or the time required by the Specification or (in the absence of such agreement or specification) within a reasonable time of being asked to remedy the Defect, then the Customer may use another service provider or contractor to remedy such Defect and recover the cost of doing so from the Supplier as a debt.

   11. Fees

   11.1 The Fees for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the fees shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

   11.2 The Supplier shall invoice the Customer on completion of the Services or for ongoing Services, at the end of the period specified in the Order, Quotation or otherwise (and in any event at least every calendar month). Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant purchase order number.

   11.3 In consideration of the supply of the Services by the Supplier, the Customer shall pay the invoiced Fees, sent to a bank account nominated in writing by the Supplier, within forty (40) days of the month end of the month in which such correctly rendered invoice was presented (or the first business day thereafter should this date fall on a non-business day).

   11.4 All Fees payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract 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 at the same time as payment is due for the supply of the Services.

   11.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 11.5 will accrue weekly and be compounded quarterly at two percent (2%) a year above the Bank of England’s base rate from time to time, but at 2% a year for any period when that base rate is below 0%.

   11.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services and shall allow the Customer to inspect such records at all reasonable times on request.

   11.7 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

   12. Limitation Of Liability

   12.1 The Customer's total liability arising under or in connection with this Contract whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited as follows:

   12.1.1 for non-payment of invoices under the Contract or Order, to the amount unpaid, and any interest due on such amount under this Contract; or

   12.1.2 for any other type of liability, to fifty percent (50%) of the price paid for the supply of Services or Deliverables under the Order.

   12.2. The Customer shall not under any circumstances whatever be liable, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit; loss of goodwill; loss of business; loss of business opportunity; loss of anticipated saving; or special, indirect or consequential damage.

   12.3 Nothing in these Terms and Conditions excludes or limits the liability of either party for fraud, fraudulent misrepresentation or death or personal injury caused by its negligence or any other liability that cannot be excluded or otherwise limited by law.

   13. Indemnity

   13.1 The Supplier shall indemnify, keep indemnified and hold the Customer harmless in full in respect of all Loss which the Customer may suffer or incur as a result of or arising out of or in connection with:

   13.1.1 any negligence by the Supplier in connection with the Contract or breach of the Contract by the Supplier;

   13.1.2 any action or omission of the Supplier resulting in: (1) any personal injury to or death of any of the Customer’s employees, agents or sub-contractors or any third party; or (2) any damage to or loss of any property of the Customer, its employees, agents or subcontractors or any third party; or (3) any claims or actions brought or threatened against the Customer by any third party (including without limitation, the Environment Agency, Scottish Environment Protection Agency, or other similar competent body or authority) resulting from or arising out of or in connection with: (i) any breach of any Contract by the Supplier; or (ii) any failure by the Supplier to comply with any Laws; or (iii) any failure by the Supplier or Associated Person of the Customer to comply with any Anti-Bribery Laws (4) any claim brought against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Services (excluding the Customer Materials).

   14. Termination

   14.1 The Customer is entitled to terminate the Contract immediately on written notice if:

   14.1.1 the Supplier fails to observe or perform any of its obligations or duties under the Contract or any other contract between the Customer and the Supplier;

   14.1.2 the Supplier commits any act which brings or is likely to bring the Customer or the Customer's business interests into disrepute or which damages or is likely to damage those interests;

   14.1.3 the Supplier suspends or ceases, or threatens to suspend or cease, to carry on with all or a substantial part of its business;

   14.1.4 the Supplier, being an individual or partnership: (1) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (2) makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or (3) is the subject of a bankruptcy petition or order; or (4) dies, or by reason of illness or incapacity (whether mental or physical), is incapable of managing its own affairs or becomes a patient under any mental health legislation;

   14.1.5 the Supplier, being a company or other body corporate: (1) has an order made or a resolution passed for its winding up, or circumstances arise which entitle a court of competent jurisdiction to make a winding up order of the Supplier; or an order is made for the appointment of an administrator to manage its affairs, business and property or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Supplier; or notice of intention to appoint an administrator is given by the Supplier or the Supplier’s directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or (2) has a receiver appointed over any of the Supplier’s assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Supplier or if any other person takes possession of or sells the Supplier’s assets; or (3) makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or (4) is, or is reasonably considered to be unable to pay its debts when they fall due as defined in Section 123 of the Insolvency Act 1986;

   14.1.6 any event or circumstance similar, equivalent or analogous to any of the events described in Clauses 14.1.4 or 14.1.5 occurs in relation to the Supplier in any jurisdiction;

   14.1.7 the Customer, acting reasonably, has serious doubts as to the Supplier's solvency; or

   14.1.8 the Customer is in breach of Clauses 15, 16 or 17.

   14.2 The Customer is entitled to terminate the Contract for any reason without cause in whole or in part on giving one (1) month’s written notice.

   14.3 The termination of the Contract howsoever arising shall be without prejudice to the rights and duties of either the Customer or the Supplier accrued prior to termination and any obligations which are expressly or by implication intended to survive termination.

   14.4 On termination of the Contract for any reason, the Supplier shall immediately deliver to the Customer all Deliverables whether or not then complete and return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

   15. Bribery And Corruption

   15.1 To the extent that any Anti-Bribery Laws apply to any aspect of the relationship between the Supplier and the Customer, including any Associated Persons of either party, the Supplier shall, in relation to the Contract:

   15.1.1 comply with any Anti-Bribery Laws;

   15.1.2 comply with the Anti-Bribery Policies;

   15.1.3 have and maintain in place throughout the term of the Contract, its own policies and procedures, including, but not limited to, Adequate Procedures to ensure compliance with the Anti-Bribery Laws and the Anti-Bribery Policies and will enforce them where appropriate;

   15.1.4 promptly report to the Customer any offer, promise, or giving of, or any request for, agreement to receive, or acceptance of any undue financial or other advantage of any kind, to or by the Supplier or the Customer or any Associated Persons of either of the same, in connection with the performance of the Contract;

   15.1.5 if so required by the Customer at any time, certify to the Customer in writing, signed by an officer of the Supplier, compliance with this Clause 15 by the Supplier and all of its Associated Persons, providing also such supporting evidence of compliance as the Customer may reasonably request;

   15.2 The Supplier hereby warrants to the Customer hat there has been no breach by it of the Anti-Bribery Laws and the Anti Bribery Policies in connection with the procurement and/or negotiation of the Contract.

   16. Data Protection

   16.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 16 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

   16.2 The parties acknowledge that for the purposes of the Data Protection Legislation, either party may be the data controller or the data processor as applicable (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

   16.3 Without prejudice to the generality of this Clause 16, the Data Processor shall, in relation to any Personal Data (where Personal Data has the meaning as defined in the Data Protection Legislation) processed in connection with the performance by the Data Controller of its obligations under the Contract:

   16.3.1 process that Personal Data only on the written instructions of the Data Controller unless the Data Processor is required by Laws to otherwise process that Personal Data. Where the Data Processor is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Laws unless those Laws prohibit the Data Processor from so notifying the Data Controller;

   16.3.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

   16.3.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

   16.3.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained and the following conditions are fulfilled: (i) the relevant party has provided appropriate safeguards in relation to the transfer; (ii) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies; (iii) the Data Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the Personal Data;

   16.3.5 assist the Data Controller, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

   16.3.6 notify the Data Controller without undue delay on becoming aware of a Personal Data breach;

   16.3.7 at the written direction of the Data Controller, delete or return Personal Data and copies thereof to the Data Controller on termination of any Contract unless required by Laws to store the Personal Data; and

   16.3.8 maintain complete and accurate records and information to demonstrate its compliance with this Clause 16.

   17. Anti-Slavery and Human Trafficking

   17.1 In performing its obligations under any Contract both parties shall:

   17.1.1 comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including the Modern Slavery Act 2015;

   17.1.2 have and maintain throughout the Term of any Contract its own policies and procedures to ensure its compliance; and

   17.1.3 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.

   18. Miscellaneous

   18.1 Time for performance of all obligations of the Supplier is of the essence.

   18.2 Each right or remedy of the Customer under any Contract is without prejudice to any other right or remedy of the Customer whether under the Contract or not.

   18.3 If any of these Terms and Conditions is held by any court or competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part), then such provision shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other Terms and Conditions shall not be affected.

   18.4 Failure by the Customer to enforce or partially enforce any provision of any Contract will not be construed as a waiver of any of its rights under such Contract.

   18.5 The Customer may assign, license or sub-contract all or any part of its rights or obligations under any Contract without the Supplier’s consent.

   18.6 The Contract is personal to the Supplier who may not assign, license or sub-contract all or any of its rights or obligations under any Contract without the Customer’s prior written consent.

   18.7 Without prejudice to the Customer's rights under Clause 18.5, these Terms and Conditions do not confer any rights on any Person or party (other than the Customer and the Supplier pursuant to the Contracts (Rights of Third Parties) Act 1999.

   18.8 Any Contract (incorporating these Terms and Conditions and any Quotation) contains the entire agreement between the parties in respect of the supply of the Services to the Customer by the Supplier and replaces any previous agreement or understanding between the parties.

   18.9 All communications between the parties about any Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by e-mail to the other party at its last known address or e-mail account. Communications shall be deemed to have been received two (2) days after posting or hand delivery or, in the case of e-mail, on the next working day.

   18.10 The formation, construction, performance, validity and all aspects of any Contract (together with matters of a non-contractual nature in connection with these Terms and Conditions) are governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.

   18.11 Should changes in any applicable laws, rules and regulations, including any change in interpretation of the same by a competent authority, made after the Commencement Date, result in increases or decreases in the cost to the Supplier of performing the Services, the Fees shall be adjusted as agreed between the parties. If such agreement cannot be reached, the Customer shall have the right to terminate the Contract without any liability to the Supplier for such termination.

   19 Dispute Resolution

   19.1 If a Dispute arises, then the parties shall follow the procedure set out in this Clause:

   19.2 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, a, manager within the Customer and manager within the Supplier shall attempt in good faith to resolve the Dispute;

   19.3 if the managers are for any reason unable to resolve the Dispute under Clause 19.2 within fourteen (14) days of service of the Dispute Notice, the Dispute shall be referred to a director of the Customer and a director of the Supplier who shall attempt in good faith to resolve it; and

   19.4 if the directors are for any reason unable to resolve the Dispute under Clause 19.3 within fourteen (14) days of it being referred to them, the parties will attempt to settle it by mediation. To initiate the mediation, a party must serve notice in writing (“ADR notice”) to the other party to the Dispute, requesting a mediation. The mediation will start not later than thirty (30) days after the date of the ADR notice.

   19.5 If the Dispute is not resolved within thirty (30) days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation, or the mediation terminates before resolution, the Dispute shall be finally resolved by the courts of England and Wales.

   September 2025