2Encapsulate Limited

Sales 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” – 2Encapsulate’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;

"Change in Law Event" - means, after the date of any Contract: (a) the adoption, modification, repeal, coming into effect or replacement of any legislation or guidance, other than where such legislation has on the date of this Contract been published in a bill or draft statutory instrument; or (b) any applicable judgment of a relevant court of law, tribunal or equivalent body which applies directly to 2Encapsulate or a relevant associate of 2Encapsulate or changes a precedent; or (c) any change in or clarification of any policy, ruling, assessment, guidance, interpretation or other decision of a relevant tax authority or other regulatory body; or (d) any change, modification or revocation of a relevant permit or consent, or any change in the interpretation of such permit or consent by a regulator, which is attributable to any change in law event set out at paragraph (a), (b) or (c) above;

"Commencement Date” - has the meaning given to it in Condition 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 2Encapsulate and the Customer for the provision of the Services by 2Encapsulate (which shall for the avoidance of doubt be deemed to include these Terms and Conditions);

“Customer” - the Person(s) who purchase the Services from 2Encapsulate 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);

“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);

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

“Delivery Point” - the place where the Contract Waste is to be collected by 2Ecapsulate and, where applicable, any Recovered Materials are to be delivered by 2Ecapsulate pursuant to the terms of the Contract;

“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 Condition 9;

“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;

“Recovered Materials” - any materials recovered as a by-product from the Processing of Contract Waste;

“Services” – the services to be performed by 2Encapsulate in accordance with these Terms and Conditions, including the delivery of any goods where applicable;

“Site” - any land or premises of 2Encapsulate or its partners;

“Specification” – any Specification set out by Customer and communicated to and agreed by 2Encapsulate in relation to the Services to be provided;

“Term” – the term of any Contract;

“Terms and Conditions” – these 2Encapsulate Sales 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 2Encapsulate 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 goods and/or 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 2Encapsulate issuing written acceptance of the Order; or

2.2.2 any act by 2Encapsulate 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 Customer 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 2Encapsulate.

3. 2Encapsulate’s Obligations

3.1 In providing the Services 2Encapsulate shall:

3.1.1 perform the Services with reasonable care, skill and diligence in accordance with best practice in 2Encapsulate’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 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 specified in the Order;

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

3.1.5 comply with all Laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services, including the Mandatory Policies where relevant, and any relevant Environmental Laws and its obligations in respect thereof in relation to any Waste related to the Services. 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; and

3.1.6 observe all health and safety rules and regulations and any other security requirements that apply at any Site and notified to 2Encapsulate in advance.

3.2 Where it is agreed that the Customer shall deliver Waste under a Contract to the Site, 2Encapsulate shall, subject to these terms and conditions, provide to the Customer such space at the Site which shall (in the reasonable opinion of 2Encapsulate) be sufficient to enable the Customer to off-load Contract Waste at the Site.

3.3 2Encapsulate undertakes that any management of Contract Waste at any Site by 2Encapsulate will be carried out in accordance with the provisions of the 2Encapsulate’s waste management licence(s) and/or applicable PPC Permit in force from time to time. The Customer acknowledges and agrees that in order for 2Encapsulate to comply with its obligations under its waste management licence(s) and/or applicable PPC Permit from time to time, 2Encapsulate relies on the notification given by the Customer in accordance with Condition 5.1 as to the classification and description of the Contract Waste to be received and treated.

3.3 Subject to Condition 7.4, 2Encapsulate shall provide appropriate weighbridge facilities to enable each consignment of Contract Waste to be weighed.

3.4 2Encapsulate may, in its absolute discretion, refuse to accept Waste at its Site(s) for any reasons relating to health and safety or on environmental grounds. Where this is the case, 2Encapsulate shall incur no liability or costs in relation to such a refusal.

4. Customer’s Obligations

4.1 The Customer shall:

4.1.1 co-operate with 2Encapsulate in all matters relating to the Services;

4.1.2 provide, for 2Encapsulate, 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 2Encapsulate to carry out the Services;

4.1.3 provide, to 2Encapsulate in a timely manner and at no charge, all documents, information, items and material which is reasonably required by 2Encapsulate to carry out the Services;

4.1.4 inform 2Encapsulate of all health and safety and security requirements that apply at any of the Sites relevant to the provision of the Services;

4.1.5 obtain and at all times maintain all licences and consents which may be required for the provision of the Services by 2Encapsulate;

4.1.6 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 and any relevant Environmental Laws and its obligations in respect thereof in relation to any Waste related to the Services. 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;

4.1.7 observe all health and safety rules and regulations, safe working practices, Site regulations and any other security requirements that may apply, including all reasonable directions from 2Encapsulate at any Site where 2Encapsulate provides the Services; and

4.1.8 not do or omit to do anything which may cause the 2Encapsulate to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business.

4.2 The Customer shall at all times comply with the notification requirements set out in Condition 5 and shall procure that no material or substance (whether natural or artificial and whether in solid or liquid form or in the form of a gas or vapour) other than Waste agreed under the Contract shall comprise any part of Waste delivered to 2Encapsulate.

4.3 The Customer undertakes that whilst 2Encapsulate, its employees, agents and/or sub-contractors (together “Carriers”) are attending a Delivery Point it shall:

4.3.1 provide the Carriers with such free and safe means of vehicular access to the Delivery Point as may be required by the Carriers for the purpose of inspecting, sampling and collecting the Contract Waste or delivering any Recovered Materials;

4.3.2 make available at the Delivery Point such facilities (to include labour and equipment) as the Carriers may require in order to discharge their obligations under the Contract;

4.3.3 take all reasonable precautions to protect the health and safety of the Carriers;

4.3.4 provide the Carriers with the required health and safety information relevant to any Hazardous Waste which may be present in the Contract Waste being collected by Carriers to enable 2Encapsulate to comply with its duties imposed under Environmental Law; and

4.3.5 pay to 2Encapsulate a demurrage fee for every complete hour or part thereof over one hour 2Encapsulate is kept waiting by the Customer at the Delivery Point.

4.4 The Customer shall ensure that all vehicles, trailers and any containers carrying Contract Waste (including barrels and other sealed containers) are sound, suitable for the relevant Contract Waste and comply with all Laws relating thereto, and also that all containers carrying Contract Waste are, where applicable, clearly marked with a legible warning that the Contract Waste is flammable or otherwise dangerous or hazardous in compliance with all Laws relating to the marking thereof.

4.5 Where, due to ground conditions, it is necessary to tow vehicles for the purposes of offloading waste, 2Encapsulate accepts no liability for any damage caused due to such towing and the Customer must ensure that their vehicles are suitable for this purpose.

5. Description Of The Waste

5.1 The Customer shall, at the time of submitting its Order for Services, notify 2Encapsulate as to whether the Waste proposed to be the subject matter of the Contract, is classified as either Commercial Waste, Household Waste, Industrial Waste, Contaminated Land Waste or Hazardous Waste (as the case may be) and provide an accurate description and classification of the quantity and content of the Waste in such form and in such detail as 2Encapsulate shall require from time to time. For the avoidance of doubt:

5.1.1 any opinions expressed by 2Encapsulate or its employees as to the classification of materials as Hazardous or Non-Hazardous are given in good faith based on the Hazardous Waste Regulations and supporting Literature;

5.1.2 under the statutory ‘Duty of Care’ it is the waste producers’ and therefore the Customer’s responsibility to verify the classification of the Waste to their own satisfaction; and

5.1.3. it is also the Waste producers’ and therefore the Customer’s responsibility to ensure the waste hierarchy has been applied to their own Waste, as required by Regulation 12 of the Waste (England and Wales) Regulations 201, or the equivalent in the Duty of Care (Scotland) Regulations 2014.

5.2 Forthwith, following the submission of its Order, the Customer shall provide to 2Encapsulate written confirmation of the details notified to 2Encapsulate in accordance with the foregoing provision of Condition 5.1, together with confirmation that the constituents of the Contract Waste are compatible and stable and will not create any hazard on the mixing of such constituents, and such evidence as 2Encapsulate shall require that any Contaminated Land Waste qualifies as such within the definition above. If the Customer does not provide such written confirmation, 2Encapsulate’s records shall be conclusive as to the classification and description of Waste so notified to 2Encapsulate and shall be binding upon the Customer.

5.3 The Customer shall ensure that the Contract Waste corresponds at all times and in all respects with the classification as notified to 2Encapsulate and corresponds at all times and in all material respects with the classification as notified. If the description and/or classification of the Contract Waste changes, the Customer must inform 2Encapsulate in writing as soon as practicable providing the new classification pursuant to Condition 5.1.

5.4 If, in the opinion of 2Encapsulate, the classification of any consignment of Contract Waste does not or may not comply with the quantity and/or classification and/or description as notified to 2Encapsulate by the Customer in accordance with the provisions of Condition 5, then the following provisions shall apply:

5.4.1 if the Contract Waste is able to be managed by 2Encapsulate within the terms of its waste management licence(s) (and/or its applicable PPC Permit) at the material time, 2Encapsulate shall expressly reserve its right to increase the price in accordance with Condition 9.6; or

5.4.2 if the Contract Waste is unable to be managed by 2Encapsulate within the terms of its waste management licence(s) (and/or its applicable PPC Permit) at the material time, 2Encapsulate shall be expressly entitled to: (1) reject the consignment of Contract Waste and terminate the Contract; or (2) suspend performance of the Services until such time as the Contract Waste conforms with the description provided under the provisions of this Condition 5.

5.4.3 if 2Encapsulate discovers that any Waste, already having been accepted onto the Site, fails to comply with the provisions of this Condition 5, 2Encapsulate shall be expressly entitled to reject the Waste, terminate the Contract and the Customer shall thereafter indemnify, keep indemnified and hold harmless 2Encapsulate in relation to any further costs incurred by 2Encapsulate in relation to recovery of the Waste from the Site.

5.5 No refund or discount can be made or applied once a disposal has taken place.

5.6 The entire contents of this Condition 5 are without prejudice to 2Encapsulate’s rights and the Customer’s obligations under Conditions 9 14.

6. Collection and Delivery

6.1 Unless agreed otherwise, delivery of Contract Waste to the Site shall be the responsibility of the Customer.

6.2 Where collection by 2Encapsulate is agreed, such collection of the Contract Waste and, if applicable, delivery of the Recovered Materials, shall take place at the Delivery Point.

6.3 The Customer shall notify 2Encapsulate when the Contract Waste is available for collection from the Delivery Point. The Carrier has seven (7) days from the date of service of the notification to collect the Contract Waste.

6.4 The Customer shall take delivery of any Recovered Materials within seven (7) days of 2Encapsulate notifying the Customer that the Recovered Materials are ready for delivery.

6.5 If the Customer fails to take delivery of any Recovered Materials within the time period specified in Condition 6.4:

6.5.1 risk in the Recovered Materials will immediately pass to the Customer;

6.5.2 the Recovered Materials will be deemed to have been delivered upon the expiry of such time period; and

6.5.3 2Encapsulate may store the Recovered Materials until delivery at the Customer's cost (including but not limited to storage and insurance costs).

6.6 2Encapsulate may collect the Contract Waste or deliver any Recovered Materials by such means as 2Encapsulate determines fit unless otherwise agreed.

6.7 Collection of the Contract Waste or delivery of any Recovered Materials from/to the Delivery Point may be made by 2Encapsulate at any time of the day.

6.8 Any dates specified by 2Encapsulate for provision of the Services are approximate only and time for performance of the Services shall not be of the essence and may not be made of the essence by notice. If no dates are so specified, provision of the Services will be within a reasonable time.

6.9 2Encapsulate will not be liable for any Loss caused directly or indirectly by any delay in the provision of the Services (even if caused by 2Encapsulate’s negligence).

6.10 When it is agreed that the Customer shall deliver the Contract Waste to the Site, the following conditions shall apply:

6.10.1 on arrival at the Site the Customer shall report to 2Encapsulate’s weighbridge operator (or other authorised representative of 2Encapsulate) and each consignment of Contract Waste shall be weighed in accordance with the provisions of Condition 7. Under no circumstances shall the Customer off-load any consignment of Contract Waste prior to weighing;

6.10.2 the off-loading at the Site of each consignment of Contract Waste shall be the responsibility of the Customer and each consignment shall be off-loaded at the location on the Site specified by 2Encapsulate. The Customer shall act with all due care and attention in off-loading each consignment of Contract Waste, having due regard to safe working practices and to 2Encapsulate’s reasonable instructions, Site regulations, Site conditions of use and 2Encapsulate’s health and safety policies, procedures and practices from time to time in place.

6.11 If the Customer fails to make available to 2Encapsulate or 2Encapsulate’s weighbridge operator (or other authorised representative of 2Encapsulate) any instructions, documents, licences, permits or authorisations required by 2Encapsulate in respect of each consignment of Contract Waste to enable the Services to be provided (including but not limited to waste transfer notes and/or consignment notes) 2Encapsulate shall be entitled to reject such consignment.

7. Weight Calculation

Where prices are quoted by weight the following provisions apply.

7.1 The weight of each consignment of Contract Waste shall be determined in accordance with the provisions of this Condition 7.

7.2 On arrival at the Site the vehicle containing the consignment of Contract Waste shall be weighed on 2Encapsulate’s weighbridge. Following the off-loading of the consignment of Contract Waste, the vehicle shall again be weighed on 2Encapsulate’s weighbridge. Each such weighing shall be under the direction and supervision of 2Encapsulate’s weighbridge operator (or other authorised representative of 2Encapsulate).

7.3 The weight for each consignment of Contract Waste shall be the difference between the two (2) weights recorded on 2Encapsulate’s weighbridge in accordance with Condition 7.2. The weight of such consignment as so calculated shall, in the absence of manifest error, be binding on the Customer and the weighbridge ticket issued by 2Encapsulate to the Customer shall be conclusive as to the weight of the consignment of Contract Waste off-loaded at the Site.

7.4 If at any time 2Encapsulate’s weighbridge is not (in the opinion of 2Encapsulate) working properly or at all, the following provisions of this Condition 7.4 shall apply:

7.4.1 2Encapsulate and the Customer shall use reasonable endeavours to agree the weight of the relevant consignment of Contract Waste, having regard to the average weight load for the vehicle in question; and

7.4.2 if 2Encapsulate and the Customer are unable to agree the weight 2Encapsulate shall not be obliged to accept the consignment of Contract Waste and the Customer shall deliver such consignment at such later date as notified by 2Encapsulate.

8. Title in The Contract Waste

8.1 The Customer warrants and represents that it will have the true and unencumbered right to authorise and allow 2Encapsulate to provide the Services in respect of the Contract Waste.

8.2 Title to each consignment of Contract Waste shall as between 2Encapsulate and the Customer pass to 2Encapsulate at the point in time when the Contract Waste has been collected from the Delivery Point or when off-loading of the Contract Waste has been completed at the Site (as appropriate).

9. Fees

9.1 The Fees for the Services shall, unless otherwise expressly agreed between the parties or amended pursuant to this Condition 9, be the price per tonne or other appropriate unit in respect of each classification of Contract Waste as set out in the Quotation.

9.2 In the event of an increase in the prevailing price for the Services the Quotation may be subject to an increase by 2Encapsulate. 2Encapsulate shall write to the Customer or issue a revised Quotation (the “Notification”) setting out the amended price and such amended price shall be effective immediately from the date of this Notification. The Customer shall have seven (7) days from the date of the Notification to indicate in writing to 2Encapsulate whether it accepts or rejects the increase. If the Customer rejects the increase set out in the Notification, the Customer shall notify 2Encapsulate and 2Encapsulate may at its discretion choose to revert to the previous price prior to the Notification. Where 2Encapsulate does not choose to disapply the amended price set out in the Notification, the Customer shall be entitled (but not bound) to terminate the Contract on giving seven (7) days written notice to 2Encapsulate. If the Customer has not confirmed in writing to 2Encapsulate whether it accepts or rejects the increase in price within seven (7) days from receipt of the Notification, the Customer shall be deemed to have accepted the price increase from the date of receipt of the Notification.

9.3 The price for the Services is exclusive of any value added tax, Landfill Tax, or any other applicable tax duty or levy which the Customer shall pay in addition to the price when it is due to pay for the Services unless otherwise stated in the Quotation.

9.4 In the event of any tax, duty or levy being imposed on, or any existing tax, duty or levy being increased in respect of the processing of Contract Waste (or any category thereof) then the Customer shall bear such tax, duty or levy (or increase thereof) in its entirety.

9.5 In the event of a dispute in respect of the amount to be paid by the Customer, 2Encapsulate’s records (including without limitation, weighbridge records) shall in the absence of manifest error, be conclusive and binding on the Customer.

9.6 In the event that 2Encapsulate agrees (in accordance with the provisions of Condition 5.4) to accept a consignment of Contract Waste which does not comply with the classification as notified by the Customer in accordance with Condition 5.1, 2Encapsulate shall be entitled (but not obliged) to adjust the price in respect of such consignment to accord with 2Encapsulate’s then current rate in respect of the correct classification applicable to such Contract Waste.

9.7 If there is a Change in Law Event at any time after the date of the Contract which either (i) increases the costs of 2Encapsulate performing its obligations under this Contract (which, for the avoidance of doubt, shall include an increase in landfill tax payable by 2Encapsulate or any of its associates on any disposal of the material received under any Contract); or (ii) renders it illegal, impossible or uneconomic for 2Encapsulate to perform any or all of its material obligations under any Contract, then 2Encapsulate shall be entitled to:

9.7.1 an adjustment to the Charges under the Contract to reflect any increase in the costs of 2Encapsulate providing the Services; and

9.7.2 relief from its obligations to the extent that it cannot lawfully, practically or commercially perform those obligations as a result of the Change in Law Event; and

9.7.3 without prejudice to 2Encapsulate’s other rights under these conditions, either: (i) request any amendment to the Contract necessary to allow 2Encapsulate to provide the Services in compliance with the Change in Law Event; or (ii) terminate the Contract upon seven (7) days’ written notice.

9.7.4 Neither party shall be liable to the other party for a failure to perform any obligation under a Contract which becomes illegal, impossible to perform or uneconomic by reason of a Change in Law Event.

10. Payment

10.1 Encapsulate shall invoice the Customer on the dates specified in the Order, Quotation or other relevant paperwork (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.

10.2 In consideration of the supply of the Services by 2Encapsulate, the Customer shall pay the invoiced Fees, to a bank account nominated in writing by 2Encapsulate, within thirty (30) days of the date of the invoice (or the first business day thereafter should this date fall on a non-business day). Time shall be of the essence in respect of payment of the Fees and no payment shall be deemed to have been received until 2Encapsulate has received the payment in full and cleared funds.

10.3 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 2Encapsulate to the Customer, the Customer shall, on receipt of a valid VAT invoice from 2Encapsulate, pay to 2Encapsulate 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.

10.4 If the Customer fails to make any payment under the Contract on the due date then (without prejudice to its other rights and remedies) 2Encapsulate may:

10.4.1 charge the Customer interest (both before and after judgment) on the amount unpaid at the annual rate of 5% above Lloyds Bank plc’s base rate from time to time from the due date until payment is made in full (and a part of a month shall be treated as being a full month for the purpose of calculating interest);

10.4.2 withdraw any credit facilities granted to the Customer;

10.4.3 set off any amount owing at any time from the Customer to 2Encapsulate against any amount owing from 2Encapsulate to the Customer; and

10.4.4 suspend all or part of the Services until payment has been made in full.

10.5 All payments shall be made by bank transfer or BACS. 2Encapsulate will not accept cheques or cash as a means of payment.

10.6 All payments payable become due immediately upon termination of the Contract for whatever reason, notwithstanding any other provision of these terms and conditions.

10.7 The Customer shall make all payments due under any Contract without any deduction whether by way of set-off, counterclaim or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by 2Encapsulate to the Customer.

11. Confidentiality

11.1 Each party acknowledges that they will have access to Confidential information and the parties have therefore agreed to accept the restrictions in this Condition 11. 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.

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

11.2.1 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 Condition 11; and

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

11.3 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:

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

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

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

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

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

11.4 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.

12. Force Majeure

12.1 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.

12.2 Without prejudice to the generality of Condition 12.1 the following shall be included as causes beyond its reasonable control:

12.2.1 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;

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

12.2.3 epidemic or pandemic.

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

13. Limitation Of Liability

13.1 2Encapsulate’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 to the price paid for the supply of Services or Deliverables under the Order.

13.2 2Encapsulate 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.

13.3 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.

14. Indemnity

14.1 2Encapsulate and the Customer as appropriate, shall indemnify, keep indemnified and hold the other party harmless in full in respect of all Loss which such party may suffer or incur as a result of or arising out of or in connection with:

14.1.1 any negligence by them in connection with the Contract or breach of the Contract; or

14.1.2 any action or omission of 2Encapsulate or the Customer resulting in: (1) any personal injury to or death of any of the other party’s employees, agents or sub-contractors or any third party; or (2) any damage to or loss of any property of the other party, its employees, agents or subcontractors or any third party; or (3) any claims or actions brought or threatened against the other party 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 such party; or (ii) any failure by such party to comply with any Laws; or (iii) any failure by such party or Associated Person of such party to comply with any Anti-Bribery Laws; (4) any claim brought against the other party 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.

15. Termination

15.1 Each party shall be entitled to terminate the Contract immediately on written notice if:

15.1.1 the other party fails to observe or perform any of its obligations or duties under the Contract or any other contract between the Customer and 2Encapsulate;

15.1.2 the other party commits any act which brings or is likely to bring the 2Encqpsulate or the Customer or 2Encapsulate’s or the Customer's business interests as appropriate, into disrepute or which damages or is likely to damage those interests;

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

15.1.4 the other party, 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;

15.1.5 the other party, being a company or other body corporate: (i) 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 such company; 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 such company; or notice of intention to appoint an administrator is given by the company or such company’s directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or (ii) has a receiver appointed over any of the company’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 company or if any other person takes possession of or sells the company’s assets; or (ii) 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 (iv) 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;

15.1.6 any event or circumstance similar, equivalent or analogous to any of the events described in Conditions 15.1.4 or 15.1.5 occurs in any jurisdiction;

15.1.7 2Encapsulate, acting reasonably, has serious doubts as to the Customer’s solvency; or

15.1.8 the Customer is in breach of Clauses 16, 17 or 18.

15.2 The termination of the Contract howsoever arising shall be without prejudice to the rights and duties of either 2Encapsulate or the Customer accrued prior to termination and any obligations which are expressly or by implication intended to survive termination.

16. Bribery And Corruption

16.1 To the extent that any Anti-Bribery Laws apply to any aspect of the relationship between 2Encapsulate and the Customer, including any Associated Persons of either party, the Customer shall, in relation to the Contract:

16.1.1 comply with any Anti-Bribery Laws;

16.1.2 comply with the Anti-Bribery Policies;

16.1.3 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;

16.1.4 promptly report to 2Encapsulate 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 2Encapsulate or the Customer or any Associated Persons of either of the same, in connection with the performance of the Contract; and

16.1.5 if so required by 2Encapsulate at any time, certify to 2Encaapsulate in writing, signed by an officer of the Customer, compliance with this Condition 16 by the Customer and all of its Associated Persons, providing also such supporting evidence of compliance as 2Encapsulate may reasonably request.

16.2 The Customer hereby warrants to 2Encapsulate that 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.

17. Data Protection

15.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Condition 17 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

17.2 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).

17.3 Without prejudice to the generality of this Condition 17, 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:

17.3.1 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;

17.3.2 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;

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

17.3.4 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;

17.3.5 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;

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

17.3.7 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

17.3.8 maintain complete and accurate records and information to demonstrate its compliance with this Condition 17.

18. Anti-Slavery and Human Trafficking

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

18.1.1 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;

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

18.1.3 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.

19. Miscellaneous

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

19.2 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.

19.3 Failure by 2Encapsulate 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.

19.4 The Customer may not assign, license or sub-contract all or any part of its rights or obligations under any Contract without 2Encapsulate’s consent.

19.5 These Terms and Conditions do not confer any rights on any Person or party (other than the Customer and 2Encapsulate pursuant to the Contracts (Rights of Third Parties) Act 1999.

19.6 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 by 2Encapsulate to the Customer and replaces any previous agreement or understanding between the parties.

19.7 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.

19.8 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.

20. Dispute Resolution

20.1 If a Dispute arises, then the parties shall follow the procedure set out in this Condition 20:

20.1.1 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 from 2Encapsulate and manager from the Customer shall attempt in good faith to resolve the Dispute;

20.1.2 if the managers are for any reason unable to resolve the Dispute under Condition 20.1.1 within fourteen (14) days of service of the Dispute Notice, the Dispute shall be referred to a director of 2Encapsulate and a director of the Customer who shall attempt in good faith to resolve it; and

20.1.3 if the directors are for any reason unable to resolve the Dispute under Condition 20.1.2 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.

20.2 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.

December 2025