## MARLEY COMMUNICATIONS LIMITED

## STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND/OR SERVICES

## IMPORTANT NOTE:

## The Customer's attention is particularly drawn to the provisions of:

- **Clause 9 (Contractual limitation period),** - **Clause 16 (Limitation of liability), and** - **Clause 20.1 (Entire agreement) below.**

## 1\. Interpretation and definitions

The following definitions and rules of interpretation apply throughout these Conditions:

1.1 Definitions: **Additional Costs: has the meaning given in clause 11.5 below.** **Alleged Defects: has the meaning given in clause 9.1 below.** **Business Day: a day other than a Saturday, Sunday or public holiday in England, when** banks in London are open for business. **Change of Control: means, in relation to a body corporate, an event that occurs if a** person who Controls such a body ceases to do so or if another person acquires Control of it. **Commencement Date: has the meaning given in clause 2.2.** **Complaints Period: has the meaning given in clause 9.2 below.** **Conditions: these terms and conditions as amended from time to time in accordance** with the provisions herein below. **Contract: the contract entered into between the Supplier and the Customer for the** supply of Goods or Services, or Goods and Services, in accordance with these Conditions. **Control: means, in relation to a body corporate, the power of a person to secure that** the affairs of the body corporate are conducted in accordance with the wishes of that person: (a) by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate, or (b) as a result of any powers conferred by the articles of association or any other document regulating that or any other body corporate; and Controls shall be interpreted accordingly. **CPI: the Consumer Prices Index published by the Office for National Statistics.** **Customer: the person who orders the Goods or Services or Goods and Services from** the Supplier under the Contract. **Customer Default: has the meaning given in clause 10.2 below.**

- 1 -

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Customer’s Premises: the Customer's premises, office accommodation and other
facilities, to which Goods are to be delivered and/or at which Services are to be or are
supplied pursuant to the Contract.

Data Protection Legislation: all applicable data protection and privacy legislation in
force from time to time in the UK including the UK GDPR, the Data Protection Act 2018
(and regulations made thereunder) and the Privacy and Electronic Communications
Regulations 2003 (SI 2003/2426); and “UK GDPR” has the meaning given to it in section
3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Deliverables: the deliverables (whether Goods or Services), if any, to be supplied by
the Supplier for the Customer, and specified in the Order.

Delivery Date: in respect of Goods, has the meaning given to it in clause 4.3 below,
and in respect of Services, has the meaning given to it in clause 7.2 below.

Delivery Location: the location specified in clause 4.1 below at which the delivery (or
collection, as applicable) of the Goods is to take place.

Due Date: has the meaning given in clause 12.3 below.

Enforcement Costs: has the meaning given in clause 13.1 below.

Force Majeure Event: has the meaning given to it in clause 20.2 below.

Goods: the goods (or any instalment or part of them), if any, to be delivered by the
Supplier to or for the Customer, under the Contract.

Goods Specification: any drawings, plans, descriptions, and/or other specifications, in
respect of any Goods, set out in writing in the Order or otherwise agreed between the
parties in writing.

High Inflation Periods: any period or periods of time in which the last published
monthly level of either the CPI or of the RPI shows an increase of more than 15%
(fifteen percent) in the same index over the preceding 12-month period.

Insolvency Event: means, in respect of any given party to the Contract (the “Party”),
any of the following events: (a) the Party 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 intimates that it is experiencing financial difficulties; (b) the Party commences
negotiations with all or any class of its creditors with a view to rescheduling any of its
debts, or makes a proposal for or enters into any compromise or arrangement with its
creditors other than (being a company) for the sole purpose of a scheme for a solvent
amalgamation of that Party with one or more other companies or the solvent
reconstruction of that Party; (c) the Party applies to court for, or obtains, a moratorium
under Part A1 of the Insolvency Act 1986; (d) a petition is filed, a notice is given, a
resolution is passed, or an order is made, for or in connection with the bankruptcy,
insolvency, winding-up, administration and/or receivership of that Party or any of its
assets; (e) the Party convenes any meeting of its creditors, enters into voluntary or
compulsory liquidation, has a receiver, manager, administrator or administrative
receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Party, notice of intention to appoint an administrator is given by the Party or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Party or for the granting of an administration order in respect of the Party, or any proceedings are commenced relating to the insolvency or possible insolvency of the Party; (f) any event occurs, or proceeding is taken, with respect to that Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the foregoing events; (g) that Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or (h) that Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the Contract or perform its obligations thereunder is in jeopardy.

## Intellectual Property Rights: patents, utility models, rights to inventions, copyright

and neighbouring and related rights, moral rights, trade marks, service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use disclose and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

## Licence Fee: has the meaning given in clause 11.3 below.

## Low Inflation Periods: any period of time other than those falling in High Inflation

Periods. **Order: the Customer's order for the supply of Goods or Services or Goods and Services** that is accepted by the Supplier in entering into the Contract, or that is expressly accepted by the Supplier in writing thereafter, whether placed by way of the Customer’s own purchase order form or otherwise, or by way of the Customer's acceptance of the Supplier’s quotation, as the case may be. **Payment Processing Fees: has the meaning given in clause 11.4 below.** **Porting Charge: has the meaning given in clause 8.2 below.** **Porting Charge Principles: has the meaning given in clause 8.2 below.** **Relevant Liabilities: has the meaning given in clause 16.2 below.** **Relevant Notice Period: has the meaning given in clause 16.5 below.** **Relevant Number: has the meaning given in clause 8.1 below.** **Relevant Request: has the meaning given in clause 8.1 below.**

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## Representatives: in relation to a party: its directors, officers, employees, agents,

contractors, and subcontractors.

**RPI: the Retail Prices Index (that is, for the avoidance of doubt, the RPI All Items Index)** published by the Office for National Statistics.

## Service Level Agreement: any service level agreement (an “SLA”) made between the

Supplier and Customer, other than the Contract, under which terms are agreed between the Supplier and Customer for or in respect of any Services to be supplied by the Supplier to the Customer.

## Services: the services to be supplied by the Supplier for the Customer under the

Contract, as specified in the Services Specification.

## Services Specification: the description or specification for the Services set out in

writing in the Order or otherwise agreed between the parties in writing.

## Subscription Fees: has the meaning given in clause 11.3 below.

## Subscription Services: any Services that the Supplier provides or agrees to provide

under or in connection with the Contract on an ongoing or rolling basis (irrespective of the terms if any upon which the said Services may be withdrawn or terminated).

## Supplier: Marley Communications Limited, a company incorporated in England under

company number 08212573.

## Supplier’s Confidential Information: any information concerning the business, assets,

affairs, customers, clients, suppliers, or Representatives, of the Supplier, including any business plans, prices, stocks, business methods, and any other information that a reasonable person coming into possession of the information would be likely to regard as being confidential to the Supplier, including any information expressly marked or stated to be confidential, but excluding any information that is clearly and demonstrably already known by the Customer or already in the public domain at the time that it is first acquired by the Customer or that thereafter enters the public domain (other than by reason of any breach of confidence or breach of the Contract or of these Conditions by the Customer).

## Supplier Materials: has the meaning given in clause 10.1(i).

## Supplier’s Total Liability: has the meaning given in clause 16.2 below.

## Telecoms Regulatory Body: means Ofcom, the Competition Commission, the

Competition Appeal Tribunal, the Office of the Information Commissioner, the Office of the Deputy Prime Minister, the Interception of Communications Commissioner, the Home Office, the Office of Fair Trading, OTELO, the Advertising Standards Authority, the Independent Committee for the Supervision of Standards of Telephone Information Services, the Internet Watch Foundation, all Trading Standards Authorities, and any other governmental or regulatory authorities having authority to make rules or regulations in relation to charges levied for number porting or services connected with number porting, together with any successor body or bodies in the United Kingdom.

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VAT: means value added tax, as well as any customs, excise, sales taxes, or levies, of a
similar nature, which are from time to time imposed by any competent fiscal authority.

1.2 Interpretation:

(a) Any reference to a person includes a natural person, corporate or
unincorporated body (whether or not having separate legal personality).

(b) Any reference to a party to the Contract includes its personal representatives,
successors, and permitted assigns.

(c) Any reference to writing or written includes email, text messages, and other
similar electronic communications.

(d) A reference to legislation or a legislative provision is a reference to it as
amended or re-enacted. A reference to legislation or a legislative provision
includes all subordinate legislation made under that legislation or legislative
provision.

(e) Any words following the terms including, include, in particular, for example,
or any similar expression, shall be construed as illustrative only and not as
being comprehensive or exclusive, and shall not limit or confine in any way
the scope or sense of the words, description, definition, phrase or term
preceding those terms.

(f) Any reference to the “supply” of any services, or to any services being
“supplied”, shall include the provision and performance of those services.

(g) Any reference to a gender includes all genders.

(h) The headings used in these Conditions are for convenience only and shall have
no effect upon the interpretation of any of the terms or conditions herein.

(i) Words imparting the singular shall include the plural and vice versa.

(j) (i) References to clauses and Schedules are to the clauses and Schedules of
these Conditions, and references to paragraphs are to paragraphs of the
relevant Schedule. (ii) Clause, Schedule and paragraph headings shall not
affect the interpretation of these Conditions or of the Contract.

2. Basis of contract

(k) (i) The Schedules (if any) form part of these Conditions and of the Contract
and shall have effect as if set out in full in the body of these Conditions. (ii)
Save and to the extent otherwise strictly required by the context, any
reference to these Conditions and/or to the Contract includes the Schedules.
(iii) In the event of any inconsistency between the provisions of any Schedule
and those of the Conditions and/or Contract, the provisions of the Conditions
and/or Contract (as applicable) shall prevail.

* * *

and Services (as the case may be), from the Supplier in accordance with these
Conditions.

2.2 The Order shall only be deemed to be accepted by the Supplier, and the Contract shall
only be deemed to be entered into, when the Supplier issues written acceptance of
the Order to the Customer, or, if earlier, on the date when the Supplier first begins to
supply the ordered Goods or Services to the Customer pursuant to the Order, or issues
the Customer with an invoice in respect of the Order, at which point and on which date
the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, illustrations, photographs, descriptive matter, sales literature,
websites, webpages, price lists, marketing or advertising materials, and any other
documents published or otherwise issued by the Supplier (including any descriptions
of the Goods or illustrations or descriptions of the Services contained in the Supplier's
catalogues, brochures, websites or webpages), are issued or published for the sole
purpose of giving an approximate idea of the Goods and/or Services indicated,
referred to, depicted or described, in them, and shall not be binding on the Supplier,
shall not form part of the Contract, and shall not have any contractual force or effect.

2.4 These 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 law, trade custom,
practice or course of dealing, in each case if and to the maximum extent permitted by
law.

2.5 Any quotation given by the Supplier shall not constitute an offer, and in any event shall
be deemed to be valid for only 21 days ,from its date of issue.

2.6 For the avoidance of doubt, all of these Conditions shall apply to the supply of both
Goods and Services except where application to only one or the other is specified
herein.

2.7 The Customer waives any right it might otherwise have to rely upon any term endorsed
upon, delivered with, or contained (whether expressly, impliedly, or by reference), in
any documents of the Customer, or any documents modified by the Customer or any
of its Representatives, that are inconsistent with these Conditions.

2.9 (a) The Supplier is not obliged to accept orders from the Customer or any prospective
Customer who has not supplied the Supplier with references satisfactory to the
Supplier. (b) If at any time the Supplier is not satisfied as to the creditworthiness of
the Customer it may give notice in writing to the Customer that no further credit will
be allowed to the Customer in which event the Supplier shall be entitled,
notwithstanding any other provisions of the Contract or these Conditions, to withhold
and refrain from delivering or supplying any further Goods or Services other than (i)

2.8 Any typographical, clerical or other accidental errors or omissions in any documents
or materials published or issued by the Supplier shall be subject to correction by the
Supplier at any time without any liability on the part of the Supplier.

* * *

on the basis that the same are paid for in full and in advance by way of bank transfer
in cleared funds and (ii) on the condition that any and all other amounts that may be
owed by the Customer to the Supplier are fully paid to the Supplier.

3. Goods: general

3.1 The specification for the Goods shall be that set out in the Supplier’s sales
documentation unless and to the extent varied expressly in writing in the Order (if and
to the extent that such variations are accepted by the Supplier).

3.2 (a) The Goods will only be supplied in the minimum units thereof stated in the
Supplier’s price list or in multiples of those units. (b) Orders received for quantities
other than these will be adjusted accordingly, rounding up to the nearest unit.

3.3 The Supplier reserves the right to make any changes in the specification of the Goods
(even after accepting an Order for them) which are or may in the Supplier’s opinion
reasonably be required in order to conform with any applicable safety or other
statutory or regulatory requirements or, where the Goods are to be supplied to the
Customer’s specification, which do not materially affect their quality or performance,
or which are within the scope of such variations that are generally regarded as being
acceptable within the trade in respect of such goods.

3.4 (a) No Order which has been accepted by the Supplier may be cancelled by the
Customer except with the agreement in writing of the Supplier. (b) Without prejudice
to the foregoing, and unless otherwise agreed in writing, the Customer shall indemnify
the Supplier in full against all and any loss (including loss of profit, costs of all labour
and materials used, and all other costs), damages, charges, and expenses, incurred by
the Supplier as a result of such cancellation.

3.6 (a) The Supplier reserves the right to amend any Goods Specification supplied by the
Customer. (b) The Supplier shall be entitled to make such amendments as and to the
extent that it sees fit, if it regards the amendments as being required by any applicable
statutory or regulatory requirement, or as being reasonable or advisable to make for any other reason and whether or not for the benefit of the Customer. (c) In such event,
the Supplier shall notify the Customer of the amendment.

4. Goods: delivery

4.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place
in the United Kingdom agreed between the parties in writing (whether in the
quotation, order confirmation, sales invoice, or otherwise), and if no place of delivery
is so specified, by the Customer collecting the Goods at the Supplier’s premises for the
collection of the Goods in question at any time (upon reasonable notice being given
by the Customer of the intended date and time of collection, which must be a Business
Day and within ordinary business hours) no sooner than 3 (three) Business Days after
the Supplier has notified the Customer that the Goods are ready for collection.

4.2 If the Customer has any requirements for storage of the Goods prior to delivery, or
mode or method of delivery, or if the Customer wishes the Supplier to take any steps
to protect against damage to fragile Goods, then these requirements MUST be agreed
in writing between the parties prior to delivery, in default of which the Supplier shall
not be obliged to take any special or unusual steps for the storage or protection of the
Goods whatsoever, which shall take place entirely at the Customer’s risk.

4.3 (a) Any delivery date quoted by the Supplier or agreed between the parties for the
delivery of the Goods (the Delivery Date) shall be approximate only and the time for
delivery shall not be of the essence unless otherwise expressly agreed between the
parties in writing. (b) The Goods may be delivered by the Supplier in advance of the
Delivery Date upon giving reasonable notice to the Customer.

4.5 If the Customer fails to take or accept delivery of the Goods or any part of them on the
Delivery Date and/or fails to provide any instructions, documents, licences, consents
or authorisations required to enable the Goods to be delivered on that date, the
Supplier shall be entitled upon giving written notice to the Customer to store or
arrange for the storage of the Goods and then, notwithstanding the provisions of
clause 6.1 below, risk in the Goods shall pass to the Customer, delivery shall be deemed
to have taken place, and the Customer shall pay to the Supplier all costs and expenses
including storage and insurance charges arising from such failure.

* * *

Goods for removal from the Delivery Location by the Customer or any of its
Representatives).

4.7 If the Customer fails to take or accept delivery of the Goods within 10 (ten) Business
Days of the Supplier notifying the Customer that the Goods are ready for delivery or
collection (as the case may be), then except where such failure or delay is caused by
the Supplier's failure to comply with its obligations under the Contract (including these
Conditions) in respect of the Goods, then:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on
the 10th (tenth) Business Day following the day on which the Supplier notified
the Customer that the Goods were ready; and

(b) the Supplier shall store the Goods until actual delivery or collection takes
place and shall be entitled to charge the Customer for all related costs and
expenses (including the costs of storage and insurance).

4.8 If 20 (twenty) Business Days after the day on which the Supplier notified the Customer
that the Goods were ready for delivery of collection (as the case may be) the Customer
has not taken or accepted actual delivery of them, or collected them, the Supplier may
resell or otherwise dispose of part or all of the Goods and, after deducting reasonable
storage 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.

4.9 If the Supplier fails to deliver the Goods on the Delivery Date for reasons outside the
Supplier’s reasonable control or by reason of the Customer’s own fault, then:

(a) if the Supplier delivers the Goods on any date and at any time thereafter the
Supplier shall have no liability in respect of such late delivery; or

(b) provided that delivery has not already been effected and the Goods have not
already been collected by the Customer, and provided that the failure to
deliver was not caused by the Customer, and provided that at least 20
(twenty) Business Days have passed since the Delivery Date: the Customer
may cancel the Order in respect of those Goods in question by giving not less
than 14 (fourteen) Business Days’ notice to the Supplier, and the Supplier’s
liability for the failure to deliver shall be limited to the excess (if any) of the
cost to the Customer (in the cheapest available market) of equivalent goods
to those not delivered over the price of the Goods not delivered.

4.11 (a) The Supplier may at its discretion deliver the Goods by instalments, in which event
they shall be invoiced and paid for separately and each instalment shall constitute a separate contract. (b) Any delay in delivery or defect in an instalment shall not entitle
the Customer to cancel any other instalment.

5. Goods: defective goods

5.1 If on delivery any of the Goods are defective in any material respect and either the
Customer lawfully refuses delivery of the defective Goods or, if they are signed for on
delivery as “condition and contents unknown”, the Customer gives written notice of
such defect to the Supplier within 3 (three) Business Days of such delivery, the Supplier
shall at its option:

(a) replace the defective Goods within 7 (seven) Business Days of receiving the
Customer’s notice; or

(b) refund to the Customer the price for those Goods (or parts thereof, as
appropriate) which are defective;

but the Supplier shall have no further liability to the Customer in respect thereof and
the Customer may not reject the Goods if delivery is not refused or notice given by the
Customer as set out above.

5.2 (a) No Goods may be returned to the Supplier without the prior agreement in writing
of the Supplier. (b) Subject thereto, any Goods returned which the Supplier is satisfied
were supplied subject to defects of quality or condition which would not be apparent
on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion
the Supplier shall refund or credit to the Customer the price of such defective Goods
but the Supplier shall have no further liability to the Customer.

5.3 The Supplier shall be under no liability in respect of any defect arising from fair wear
and tear, or any wilful damage, negligence, subjection to normal conditions, failure to
follow the Supplier’s instructions (whether given orally or in writing), misuse or
alteration of the Goods without the Supplier’s prior approval, or any use handling or
storage of any Goods other than in accordance with all applicable legal and regulatory
requirements and guidelines and in accordance with best practice for such goods, or
any other act or omission on the part of the Customer, its employees or agents or any
third party, or any modification to the Goods or to the Goods Specification made by
the Supplier in accordance with clause 3.6 above.

5.4 Goods, other than defective Goods returned under clauses 5.1 or 5.2 above, returned
by the Customer and accepted by the Supplier may be credited to the Customer at the
Supplier’s sole discretion and without any obligation on the part of the Supplier.

5.6 The Customer shall be solely and exclusively responsible for ensuring that, any use or
sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out
in accordance with directions given by the Supplier or any competent governmental
or regulatory authority, and the Customer will indemnify the Supplier against any
liability loss or damage which the Supplier might suffer as a result of the Customer’s
failure to comply with this clause 5.6.

5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the
Supplier as if they were Goods delivered pursuant to the Contract.

6. Goods: title and risk

6.1 Risk of damage to or loss of the Goods shall pass to the Customer at:

(a) in the case of Goods to be delivered at the Supplier’s premises, the time when
the Supplier notifies the Customer that the Goods are available for collection;

(b) in the case of Goods to be delivered otherwise than at the Supplier’s
premises, the time of delivery or, if the Customer wrongfully fails to take
delivery of the Goods, the time when the Supplier has tendered delivery of
the Goods; or

(c) in the case of Goods being installed by the Supplier, the time that the Supplier
notifies the Customer that the installation is complete.

6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision
of these Conditions, legal and beneficial title to the Goods shall not pass to the
Customer until the Supplier has received in cash or cleared funds payment in full of
the price of the Goods.

6.3 Notwithstanding clause 6.2 above, legal and beneficial title of the Goods shall not pass
to the Customer until the Supplier has received in cash or cleared funds payment in
full of the price of the Goods and any other goods supplied by the Supplier and the
Customer has repaid all moneys owed to the Supplier, regardless of how such
indebtedness arose.

6.4 Until payment has been made to the Supplier in accordance with these Conditions and
title in the Goods has passed to the Customer, the Customer shall: (a) retain possession
of the Goods and shall possess them as bailee for the Supplier; (b) store the Goods
separately from all other goods held by the Customer and shall ensure that they are
identifiable as being supplied by the Supplier; (c) keep and maintain the Goods in
satisfactory condition and store them in an appropriate environment; (d) fully insure
the Goods against all reasonable risks; (e) notify the Supplier forthwith in the event
that an Insolvency Event takes place or is likely to take place in respect of the
Customer; (f) provide the Supplier in writing with such information relating to the
Goods, and to the Supplier’s ongoing financial position, as the Supplier may from time
to time require.

* * *

6.5 The Customer shall not be entitled to pledge or in any way charge by way of security
for any indebtedness any of the Goods which remain the property of the Supplier, but
if the Customer does so all money owing by the Customer to the Supplier shall (without
prejudice to any other right or remedy of the Supplier) forthwith become due and
payable.

6.6 The Supplier reserves the right to repossess any Goods in which the Supplier retains
title without notice. The Customer irrevocably authorises the Supplier to enter the
Customer’s Premises during normal business hours for the purpose of repossessing
the Goods in which the Supplier retains title and inspecting the Goods to ensure
compliance with the storage and identification requirements of clause 6.4.

6.7 The Customer’s right, if any, to possession of the Goods in which the Supplier
maintains legal and beneficial title, shall terminate if:

(a) the Customer commits or permits any material breach of its obligations under
the Contract or these Conditions; and/or

(b) an Insolvency Event takes place in relation to the Customer.

6.8 At any time before title to the Goods passes to the Customer, the Supplier may require
the Customer to, and the Customer shall, deliver up to the Supplier at the Customer’s
own cost and expense all Goods in its possession that have not already been resold,
or irrevocably incorporated into another product, and if the Customer fails to do so
promptly, the Supplier shall be entitled to enter any premises of the Customer or of
any third party where the Goods are stored in order to recover them.

7. Services

7.1 With effect from the Commencement Date the Supplier shall proceed to supply the
agreed Services, in accordance with the Order, Services Specification, and Contract, in
all material respects.

(i) if the Supplier supplies the Services on any date and at any time thereafter
the Supplier shall have no liability in respect of such late supply; or

7.2 (a) The Supplier shall use reasonable endeavours to meet any performance dates and
times for the delivery of the Services that may be specified in the Order or Services
Specification (the Delivery Date). (b) The Delivery Date in respect of any given Services
shall be deemed to be an estimate or guideline only, and any such dates and times
shall not be of the essence for the performance of the Services. (c) If the Supplier fails
to supply any Services by the applicable Delivery Date for reasons outside the
Supplier’s reasonable control or by reason of the Customer’s own fault, then:

* * *

Supplier, and the Supplier’s liability for the failure to deliver shall be limited
to the excess (if any) of the cost to the Customer (in the cheapest available
market) of equivalent services to those not supplied over the price of the
Services not supplied.

7.3 (a) The Supplier reserves the right and shall be entitled to amend the Services
Specification if necessary or in its opinion it is reasonable or advisable to do so in order
to comply with any applicable law or regulatory requirement, or in order to bring the
Services Specification into accordance with standards that are customary in the trade,
or if the amendment will not materially affect the nature or quality of the Services. (b)
In the event of any such amendment being made by the Supplier, the Supplier shall
notify the Customer in writing of the amendment, but for the avoidance of doubt, no
failure or delay by the Supplier to provide such notice shall in invalidate the
amendment or prevent the amendment from taking effect.

7.4 (a) The Services shall be supplied by the Supplier at such location as may be specified
in the Order or Services Specification or otherwise agreed between the parties in
writing. (b) If no location is specified or agreed, the Supplier shall be entitled to refuse
to supply any of the Services in question if, in its sole discretion, it does not wish to
supply the Services at the place proposed by the Customer for performance.

7.5 In the event that the parties enter into a Service Level Agreement in respect of any
Services, these Conditions shall continue to apply to and in respect of the Services
supplied or to be supplied pursuant to the Contract, unless and to the extent otherwise
expressly agreed in the Service Level Agreement.

7.6 The Customer understands, acknowledges and agrees that there is no guarantee or
warranty, and that the Supplier provides no guarantee or warranty, that the Services
will be uninterrupted or error free.

7.7 The Customer understands, acknowledges and agrees that any and all equipment
supplied to the Customer or its Representatives by the Supplier or its Representatives
in connection with the Contract and/or for the purpose of the supplying any of the
Services to the Customer shall remain the property of the Supplier or Representatives
in question, and not the Customer, and shall be kept safe at its premises and in good
condition by the Customer, and shall be returned to the Supplier by the Customer upon
termination of the Contract, unless and to the extent otherwise agreed between the
parties in writing.

* * *

7.9 (a) In the event that the Services include the provision and/or operation of any
computer or telecommunications network, then unless and to the extent otherwise
agreed in writing between them, the Supplier shall be the owner and shall retain
ownership of, and the Customer shall never at any time have any title to, the Network
Data. (b) For the purposes of this clause, “Network Data” means any data that is
created or used by the Supplier for the purposes of providing and/or operating the
network in question.

8. Number porting

8.1 If the Supplier is providing any telephone number to the Customer and receives from
the Customer a request to port that number (the Relevant Number) to another
provider (a Relevant Request), the Supplier shall not deliberately or unreasonably
delay in complying with that request, shall (if requested to do so by the Customer)
inform the Customer when porting takes place, and shall comply with all applicable
legal and regulatory requirements binding upon the Supplier in connection with such
a request.

8.2 The Supplier may charge the Customer for porting the Relevant Number and for
performing any ancillary services (such as activating the Relevant Number) pursuant
to the Relevant Request (the Porting Charge), but any such charge shall be made in
accordance with the following principles (the Porting Charge Principles):

(a) Subject always to the requirement of reasonableness, the Porting Charge shall
be costs-orientated and based on the incremental costs of providing
portability unless: (i) the Supplier and Customer have agreed in writing other
charges between them; and/or (ii) a Telecoms Regulatory Body has directed
that another basis for such charges should be used.

(b) The Supplier shall make no charge in relation to System Set-Up Costs or
Additional Conveyance Costs. For the purpose of this clause, "System Set-Up
Costs" means costs of the Supplier incurred: (i) in the course of making
network and system modification, configuration and reconfiguration,
including adapting or replacing any software; (ii) in the course of testing
functionality within the Supplier's network or any recipient provider's
network; or (iii) in establishing the technical and administrative capability to
provide portability. For the purpose of this clause, "Additional Conveyance
Costs" means any costs incurred by the Supplier associated with resources
used in effecting the switch-processing required to set up each ported call and
providing the switch and transmission capacity for any part of the duration of
each ported call, additional to the costs of conveyance of non-ported calls
from the Supplier's network to the recipient provider's network.

* * *

(d) Porting Charges levied by the Supplier shall be based on the reasonable costs
incurred by it, including administrative costs and employee time costs, in
providing portability with respect to each telephone number.

8.3 If, immediately prior to the Commencement Date, the Porting Charge is published and
accessible by the Customer on the Supplier’s website, or has otherwise been notified
to the Customer in writing, or if the parties agree in writing the level of the Porting
Charge between them (for example by way of an accepted Order, or Supplier’s
quotation that is accepted, and that specifies the level of the Porting Charge), then the
Porting Charge shall be deemed to be reasonable and to have been made in
accordance with the Porting Charge Principles.

8.4 For the avoidance of doubt, Porting Charges may be increased by the Supplier under
and in accordance with the provisions of clause 11 below in the same way as any of
the Supplier’s other prices or charges under the Contract, and a Porting Charge shall
not, by reason of any such increase, be deemed unreasonable or to have been made
otherwise than in accordance with the Porting Charge Principles.

9. THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 9
   Contractual limitation period for identifying defects

9.1 Any Goods delivered or Services supplied to the Customer or its Representatives by
the Supplier or its Representatives shall be deemed in the case of Goods to be of
satisfactory quality, and in the case of Services to be satisfactory and to have been
supplied satisfactorily and with reasonable care and skill, unless and to the extent that
the Customer gives notice in writing to the Supplier within the Complaints Period,
informing the Supplier of the respects in which the Goods or Services in question are
alleged to be, in the case of Goods, defective, or, in the case of Services, to be
unsatisfactory and/or to have been provided unsatisfactorily and/or without
reasonable care and skill as the case may be (the Alleged Defects).

9.2 For the purposes of this clause 9, the ”Complaints Period” shall mean the period of 20
(twenty) Business Days running from either the delivery of the Goods or the
completion of the supply of the Services in question, or from the date upon which the
Customer first knew, or upon which it ought or could reasonably have come to have
first known, of the Alleged Defects in question, whichever is the later date.

9.3 This clause 9 shall survive termination or expiry of the Contract.

(a) ensure that the terms of the Order and any information it provides in either
or both the Services Specification and the Goods Specification are complete
and accurate;

10.1 The Customer shall:

* * *

(b) provide the Supplier and its Representatives with reasonable co-operation in
all matters relating to the Goods and/or Services and/or to the performance
or proposed performance of any obligations under the Contract or these
Conditions;

(c) provide the Supplier and its Representatives with such unfettered access to
the Customer’s Premises as may reasonably be required for the supply of the
Services and for the delivery of the Goods;

(d) shall prepare and maintain all premises, accommodation and facilities (other
than the Supplier’s own premises or any premises under the Supplier’s sole
control) at or from which the Services are to be supplied, to the standard
necessary to enable the Services to be properly, safely and lawfully supplied,
and shall ensure the Customer’s Premises are safe and prepared appropriately
for the supply and delivery to take place, in advance of and throughout the
times at and during which the supply of the Services is due to and does in fact
take place;;

(e) if requested by the Supplier, appoint a manager for the Contract and/or
Services, with authority to contractually sign for and on behalf of, make
binding commitments for, and bind, the Customer in relation to any matters
relating to the Contract, these Conditions, any Order, Goods, Goods
Specification, Services, and/or Services Specification;

(f) (i) provide the Supplier with such information and materials as the Supplier
may reasonably require in order to supply the Services and deliver the Goods,
and shall (ii) ensure that all such information is complete and accurate in all
material respects;

(g) obtain and maintain all necessary or advisable licences, permissions and
consents which may be required for the Services to be supplied, and shall do
so before the date on which the supply of the Services is due to start;

(h) comply at all times with all applicable laws, including health and safety laws;

(i) keep all materials, equipment, documents and other property of the Supplier
(Supplier Materials) at the Customer's Premises in safe custody at its own
risk, maintain the Supplier Materials in good condition until returned to the
Supplier, and not dispose of or use the Supplier Materials other than in
accordance with the Supplier's written instructions or authorisation;
(j) take regular backups of all of its computer systems and data and shall take all

(l) not knowingly use any Services, or permit them to be used, for any illegal,
immoral, indecent, or unlawful purpose, in any way that may infringe any

* * *

Intellectual Property Rights, or in any way that may be in breach of any terms
or conditions of or contractual obligations owed to the Supplier or any third
party, or any obligation of confidence, privacy, or any other rights, or in any
way that may bring the Supplier or any of its Representatives into disrepute
or that could in any way damage or undermine the reputation or goodwill of
the Supplier or any of its Representatives;

(m) not knowingly use any Services, or permit them to be used, in any way that
contravenes any reasonable instructions given or provided to the Customer
by the Supplier in respect of the use of the Services or any similar such
services;

(n) consent to the Supplier changing the nature of the Services from time to time
as the Supplier sees fit, provided that there is no material impact on the
Customer.

10.2 If the Supplier's performance of any of its obligations under the Contract is prevented
or delayed by any act or omission by the Customer or failure by the Customer to
perform any relevant obligation (Customer Default) then:

(a) without limiting or affecting any other right or remedy available to it, the
Supplier shall be entitled to suspend supply of the Services and to refrain from
delivering any Goods until the Customer remedies the Customer Default (and
the time for performing those obligations under the Contract shall be
extended by the period of the Customer’s Default), and the Supplier shall be
entitled to rely on the Customer Default to relieve it (the Supplier) from the
performance of any of its obligations in each case to the extent the Customer
Default prevents or delays the Supplier's performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by
the Customer arising directly or indirectly from the Supplier's failure or delay
to perform any of its obligations as set out in this clause 10.2; and

11. Prices, Charges, and Additional Costs

(c) the Customer shall reimburse the Supplier on written demand for any costs
or losses sustained or incurred by the Supplier arising directly or indirectly
from the Customer Default.

10.3 The Customer shall indemnify the Supplier against any and all damages, costs, claims,
and expenses, that may be suffered by the Supplier by reason of any loss or damage
to any equipment or property (including that of third parties) caused by the Customer
and/or any of its Representatives.

* * *

(b) the price set out in the Supplier’s most recent quote or invoice (to the Customer) preceding the supply to the Customer of the Goods or Services in question; or in default of any such quote or invoice having been supplied to the Customer prior to the supply of the Goods or Services in question, shall be:
(c) the price set out in the Supplier's published price list (if any) as at the date of delivery/supply in respect of such Goods or Services; or in the absence of such a list having been published or setting out a price in respect of such Goods or Services, shall be:
(d) a reasonable price in all of the circumstances (which, in the case of Services, shall be chargeable on a time and materials basis, or in the case of Subscription Services as Subscription Fees, as set out below).
11.2 Where the price (also referred to herein as “charges”) for any Services is to be calculated under the Contract on a time and materials basis, then unless and to the extent otherwise agreed in writing between the parties (and subject to all of the other provisions of these Conditions, including clauses 11.4 (Price increases), 11.5 (Additional Costs), and 11.7 (VAT) below):
(a) the charges shall be calculated in accordance with the Supplier's hourly and daily fee rates, as set out in its current price list as at the date of the Contract;
(b) the Supplier's daily fee rates for each individual person are calculated on the basis of a seven-hour day from 9am to 12noon and from 1pm to 5pm worked on a Business Day;
(c) the Supplier shall be entitled to charge an unsociable-hours rate in respect of any hours or days that it is required to work that are outside Business Hours on Business Days, and that rate shall be either the rate published by the Supplier on its current price list as at the date of the Contract or, if no such list is published or no such rate is published on that list as at that date, then that rate shall be double the Supplier’s ordinary hourly or daily rate as applicable.
11.3 Unless and to the extent otherwise agreed in writing between the parties: in respect of any Subscription Services, the Supplier shall be entitled to charge the following fees on the following basis (Subscription Fees):
(a) a reasonable fee, calculated by reference to the number of the Customer’s end-users subscribed to the Services in question multiplied by the individual licence fee chargeable to the Customer by the Supplier in respect of each such end-user (a Licence Fee);
(b) each Licence Fee shall be a reasonable fee, taking into account the Supplier’s costs and expenses in providing the Services in question, apportioned reasonably across all of the end-users in question;
(c) for the avoidance of doubt, any Subscription Fees and/or Licences Fees may be increased under clause 11.4 below in the same way as any of the Supplier’s other prices or charges.

- 18 -

* * *

11.4 Price increases. The Supplier reserves the right, and shall be entitled, at any time, and
from time to time, by giving notice to the Customer in writing (which may include
giving notice by publishing the same on the Supplier’s website), to increase its (the
Supplier’s) prices or charges in respect of any Goods or Services, including any prices
or charges that have already been agreed between the parties or otherwise specified
under or in connection with the Contract:

(a) in order to reflect any increase in the cost to the Supplier of supplying the
Goods or Services in question that takes place between the date that the price
or charges were last specified, set or varied under the Contract and the date
of the supply of the Goods or Services in question, that is due to:

(i) any factor that is beyond the Supplier’s reasonable control (including
by reason of any foreign exchange fluctuations, increases in taxes or
duties, or insurance, or increases in any labour, materials or other
manufacturing, supply or delivery costs);

(ii) any request by the Customer to change the delivery date(s), quantities
or types of Goods ordered, or the supply date(s) or any other aspects
or any of the Services ordered, or the Goods Specification and/or
Services Specification; and/or

(iii) any delay caused by any instructions of the Customer in respect of the
Goods and/or Services or failure on the part of the Customer to give
the Supplier adequate or accurate information or instructions in
respect of the Goods and/or Services; and/or

(b) in line with the percentage increase in the CPI or RPI (whichever is greater)
over the preceding 12-month period; provided that:

(i) during Low Inflation Periods, the Supplier shall not exercise this right
under or in respect of the Contract in question unless at least 12
months have passed since the Supplier last did so (that is, since it last
increased its prices or charges under the Contract, under this clause
11.4(b)); and

(ii) during High Inflation Periods, the Supplier shall not exercise this right
under or in respect of the Contract in question unless at least one
month has passed since the Supplier last did so (that is, since it last
increased its prices or charges under the Contract, under this clause
11.4(b)).

11.5 Payment Processing Fees: (a) Unless and to the extent otherwise agreed between the
parties in writing, the Supplier shall be entitled to charge and invoice the Customer
reasonable processing, handling and administration fees in respect of any payments
that are made by the Customer under or in connection with the Contract (including in
connection with the supply of any Goods or Services thereunder) that are made
otherwise than by way of direct debit (Payment Processing Fees). (b) Unless and to
the extent otherwise agreed between the parties in writing, any agreed, quoted or
listed prices, fees, or charges, shall be exclusive of any Payment Processing Fees. (c) If the Payment Processing Fees in question were either (i) published and accessible by
the Customer on the Supplier’s website immediately prior to the Commencement
Date, or or were (ii) otherwise notified to the Customer in writing at least 21 Business
Days prior to the Customer’s payment giving rise to the Payment Processing Fees, and
in either case have not subsequently been increased by any more than permitted
under clause 11.4 above, then the Payment Processing Fees shall be deemed to be
reasonable. (d) For the avoidance of doubt, any Payment Processing Fees may be
increased under clause 11.4 above in the same way as any of the Supplier’s other
prices or charges.

11.6 Additional Costs: Unless and to the extent otherwise agreed between the parties in
writing, any agreed, quoted or listed prices shall be exclusive of: all costs or expenses
of any packaging, postage, insurance, delivery, supply, and/or transport, of or
connected with the supply of any Goods or Services, and of all costs or expenses
reasonably incurred by the Supplier or its Representatives in supplying, or in
connection with the supply of, any Services (including any reasonably incurred
travelling expenses, hotel costs, subsistence and/or any associated expenses), and
the cost of services provided by third parties, and of any materials, required by the
Supplier for or in connection with the supply of any Services, including, for the
avoidance of doubt, any usage-based charges for AI services such as Whisper
transcription or GPT processing (collectively, Additional Costs); and the Supplier shall
be entitled to charge and invoice the Customer in respect of any and all such
Additional Costs, unless and to the extent otherwise agreed in writing between the
parties.

11.7 VAT: (a) Unless and to the extent otherwise expressly agreed or stated by the Supplier
in writing, all amounts payable by the Customer under the Contract, and all prices and
Costs referred to by the Supplier, are exclusive of any amounts in respect of VAT that
may be chargeable from time to time. (b) Where any taxable supply for VAT purposes
is made under the Contract 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 or Goods.

12. Invoicing and payment

12.3 In the case of any given invoice, the Due Date in respect of that invoice shall mean
whichever is the later of the following dates:

(a) the date last agreed in writing between the parties, if any, for the payment of the invoice;

* * *

(b) the date, if any, stipulated on the invoice, by which payment of the invoice
should be made;

(c) the date falling 14 days after the date upon which the invoice is sent to the
Customer.

12.4 Time for payment shall be of the essence of the Contract.

12.5 All amounts due under the Contract shall be paid in full without any set-off,
counterclaim, deduction, or withholding, whatsoever (other than and to the extent
that the same is strictly required by law).

12.6 Direct debit. (a) In respect of any sums that may be due to the Supplier, the Supplier
shall be entitled to require the Customer to pay the same by way of direct debit. (b) In
which event, the Customer shall provide the Supplier with valid, full, accurate, and upto-date bank account details, shall authorise the Supplier and provide it with all
reasonable co-operation as may be required in order to set-up a direct debit and bill
such account at monthly intervals in respect of any sums that may be due to the
Supplier, or as may otherwise be agreed in writing between the parties.

13. Customer default

13.1 Late payment. (a) If the Customer fails to make a payment due to the Supplier under
the Contract by the due date, then, without limiting any other remedies that the
Supplier may have (whether under the Contract or in law or equity or otherwise
howsoever), the Customer shall pay to the Supplier any and all fees, costs and
expenses that the Supplier incurs in attempting to recover the sums owed by the
Customer (including any legal fees, court costs, and disbursements, and including the
costs of attempting to enforce any court orders, together with a reasonable amount to
compensate the Supplier for its employees’ and directors’ time), and shall do so on a
full indemnity basis, and shall do so forthwith upon the Supplier notifying the
Customer of the amounts incurred (Enforcement Costs). (b) Interest shall accrue and
be paid by the Customer in respect of any and all Enforcement Costs, in each case from
the date that the same are incurred through until the date that the Supplier receives
full reimbursement from the Customer in respect thereof.

13.2 Interest. (a) If the Customer fails to make a payment due to the Supplier under the
Contract by the due date, then, without limiting any other remedies that the Supplier
may have, interest shall accrue and be paid by the Customer on the overdue amount
from the due date until payment of the overdue amount, whether before or after
judgment. (b) Any interest under clause 13.1 above or under this clause 13.2 shall
accrue daily at the rate of 8% per annum above the Bank of England's base rate from
time to time, but at 8% per annum during any period when the base rate is below 0%.

* * *

14. Intellectual property rights

14.1 All Intellectual Property Rights in or arising out of or in connection with the Services
(other than Intellectual Property Rights in any materials provided by the Customer)
shall be owned by the Supplier.

14.2 The Customer grants (and if it is not able to grant itself shall procure the grant) to the
Supplier and its Representatives, for the duration of the term of the Contract, a fully
paid-up, non-exclusive, royalty-free, non-transferable, licence to use, copy, and
modify, any materials provided by the Customer to any of them, for the purpose of
supplying the Services to the Customer or otherwise performing the obligations of the
Supplier or Representatives in question under or in connection with the Contract or
these Conditions.

14.3 Any and all Intellectual Property Rights in or arising out of or in connection with the
Services (other than Intellectual Property Rights in any materials provided by the
Customer) shall be owned exclusively by the Supplier, including for the avoidance of
doubt any Intellectual Property Rights in any materials jointly authored/developed by
the Supplier and/or any of its Representatives on the one hand, and the Customer
and/or any of its Representatives on the other.

15. Data protection

15.1 (a) Both parties will comply with all applicable requirements of the Data Protection
Legislation. (b) This clause 15 is in addition to, and does not relieve, remove, or replace,
a party's obligations or rights under the Data Protection Legislation.

16. THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 16
    Limitation of liability

15.2 Without prejudice to the generality of clause 15.1 above, if the Supplier and/or any of
its Representatives (whether expressly or by implication, or in the course of carrying
out any other obligations under or in connection with the Contract) is/are required to
carry out any “processing” of any “personal data” (as those terms are understood
under the Data Protection Legislation) under or in connection with the Contract or
these Conditions, then the Customer shall be responsible for ensuring and procuring,
and shall ensure and procure, that all necessary and appropriate consents are obtained
from, and all necessary and appropriate notices are given to, the data subjects whose
personal data is being or is to be processed, and that all such consents and notices are
in place, so as to enable and to ensure that any and all such processing by the Supplier
and its Representatives is carried out in full accordance and compliance with all
applicable Data Protection Legislation.

16.1 Nothing in the Contract or in these Conditions limits or excludes any liability which
cannot legally be limited, including liability for any of the following (and the provisions
of this clause 16 shall be interpreted accordingly as being subject to this clause 16.1):

* * *

(a) death or personal injury caused by negligence; (b) fraud or fraudulent
misrepresentation; (c) breach of any of the terms implied by section 2 of the Supply of
Goods and Services Act 1982 (title and quiet possession) that cannot be legally limited
or excluded; (d) defective products under the Consumer Protection Act 1987; and/or
(e) any other liabilities which may not be excluded by law.

16.2 (a) The Supplier's total overall aggregate liability to the Customer in respect of all
Relevant Liabilities (the Supplier’s Total Liability), shall not exceed the total overall
aggregate amount paid to the Supplier by the Customer under or in respect of the
Contract (including these Conditions) from time to time. (b) The Supplier's Total
Liability includes, for the avoidance of doubt, liability in contract, tort (including
negligence), breach of statutory duty, or otherwise, arising under or in connection with
the Contract (including these Conditions). (c) For the purposes of this clause 16.2,
“Relevant Liabilities” shall mean all liabilities arising: (i) under or in connection with
the Contract (including these Conditions) (whether in contract or in tort, in restitution,
or by reason of any negligence, or otherwise); (ii) in connection with the supply by the
Supplier, or any use by the Customer or any other person, of any Goods or Services; or
(iii) in connection with any representation, statement, or tortious act or

(iii) in connection with any representation, statement, or tortious act or
omission (including negligence), arising under or in connection with the
Contract (including these Conditions).

16.3

The Supplier shall under no circumstances whatsoever be liable to the Customer, at
all or to any extent, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise howsoever, for or in respect of any, or any alleged:
(a) special damages (even if the Supplier was aware of the circumstances in which

(a) special damages (even if the Supplier was aware of the circumstances in which
such special damages could arise);
(b) loss of profits;

(b) loss of profits;
(c) loss of sales or business;

(c) loss of sales or business;
(d) loss of agreements or contracts;

(d) loss of agreements or contracts;
(e) loss of anticipated savings;

(f) loss of use or corruption of software, data, or information;
(g) loss of business opportunities;

sentiment analysis, name extraction, diarisation, summaries, or agent scoring,
whether generated by third-party systems or by the Supplier’s proprietary tools; and
(m) any operational, commercial, reputational, or legal consequences arising from
decisions made in reliance on such AI-generated outputs, whether or not reviewed or
validated by the Customer.

(h) loss of or damage to goodwill;
(i) loss that is the direct or indirect result of any act or omission on the part of the

(g) loss of business opportunities;
(h) loss of or damage to goodwill;

(i) loss that is the direct or indirect result of any act or omission on the part of the
Customer;
(j) loss that is the direct or indirect result of any act or omission on the part of any

(j) loss that is the direct or indirect result of any act or omission on the part of any
third party;
(k) indirect or consequential loss;

* * *

Relevant Notice Period, then the Supplier shall have no liability for that event. (b) In this clause 16.5, the “Relevant Notice Period” in respect of an event shall mean the period of 6 (six) months starting on the date on which the Customer became aware, or (if earlier) the date on which the Customer ought reasonably to have become aware, of the event having occurred. (c) The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail. (d) In addition, clause 9 above

* * *

(deeming services to be satisfactory if no complaint is raised within the period
specified therein) is expressly drawn to the Customer’s attention.

16.4 Where any equipment or property of the Customer is to be repaired by the Supplier,
the Supplier shall not be liable to the Customer for or in respect of any cosmetic or
surface damage to the equipment or property or to any part or parts thereof.

16.5 (a) The parties agree that any Services supplied by the Supplier shall be supplied on
the understanding and condition that the Customer shall, immediately before the
commencement of the Supplier’s supply of the Services in question, ensure that any
and all of its computer systems and data (including any third party’s systems or data
that are held or controlled by the Customer, as well as the Customer’s own systems
and data) and that could in any way be affected by the supply of the Services in
question are fully, properly, and professionally, backed-up and protected before the
said supply commences. (b) Accordingly, the parties agree that the Supplier shall not
be liable under any circumstances for any loss, damage, change, or alteration, to any
such systems or data. (c) For the avoidance of doubt, if the Customer has or enters into
a Service Level Agreement with the Supplier, the Customer shall remain solely
responsible for the protection of any and all such systems and data, and this clause
shall continue to apply is respect thereof, notwithstanding the provisions of any such
Service Level Agreement, unless and to the extent expressly provided therein to the
contrary.

16.6 This clause 16 shall survive termination of the Contract.

17. Termination

17.1 Without affecting any other right or remedy available to it, either party may terminate
the Contract by giving the other party not less than 12 (twelve) months’ written notice.

17.2 Without affecting any other right or remedy available to it, either party may terminate
the Contract with immediate effect by giving written notice to the other party if:

17.3 Without affecting any other right or remedy available to it, the Supplier may terminate
the Contract with immediate effect by giving written notice to the Customer if:

(a) the other party commits a material breach of any term of the Contract and (if
such breach is remediable) fails to remedy that breach within a period of 21
Business days after being notified in writing to do so; and/or

(b) an Insolvency Event takes place in respect of the other party.

17.4 Without affecting any other right or remedy available to it, the Supplier may suspend
the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any
amount due under the Contract on the due date for payment, if the Customer
becomes subject to any of the events listed in clause 17.2 or 17.3 above, or if the
Supplier reasonably believes that the Customer is about to become subject to any of
them.

18. Consequences of termination

18.1 On termination of the Contract:

(a) the Customer shall immediately pay to the Supplier all of the Supplier's
outstanding unpaid invoices and interest and, in respect of any sums due
under the Contract or these Conditions but for which no invoice has been
submitted, and in respect of any Goods and/or Services supplied but for which
no invoices has been submitted, the Supplier may submit an invoice or
invoices, which shall be payable by the Customer immediately on receipt;

(b) (i) the Customer shall return all of the Supplier Materials and any Goods which
have not been fully paid for; (ii) if the Customer fails to do so, then the
Supplier may enter the Customer's Premises and take possession of them; (iii)
until they have all been returned, the Customer shall be solely responsible for
their safe keeping, and will not use them for any purpose not connected with
this Contract.

18.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations,
or liabilities, of either 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 Contract
which existed at or before the date of termination or expiry.

18.3 Any provision of the Contract that expressly or by implication is intended to have effect
after termination or expiry shall continue in full force and effect notwithstanding
termination or expiry of the Contract, including clauses 1, 2, 3.4, 3.5, 4.4 to 4.11, 5, 6,
7.6, 7.7, 7.7, 7.9, 9, 10.1(i), 10.2, 10.3, 11, 12, 13, 16, 17, 18, 19, and 20.

19.2 The Customer may, in relation to any of the Supplier’s Confidential Information
voluntarily disclosed to it by the Supplier under, in relation to, or for the purposes of,
the Contract: (a) disclose the information to such of its employees, directors, officers,
and/or professional advisers, who need to know that information, to the extent that
they need to know it, for the purposes of exercising the Customer’s rights or carrying
out its obligations under or in connection with the Contract (provided in all cases that

19. Confidentiality the Customer shall ensure and procure, before making any such disclosure, that the
    intended recipients in question are subject to obligations of confidentiality in respect
    thereof that are no less onerous than those set out in these Conditions); (b) disclose
    the information to a court of competent jurisdiction and/or to a governmental or
    regulatory authority, provided and to the extent that the disclosure is required by law,
    and in each case only if and to the extent that the Customer gives reasonable advance
    notice to the Supplier in writing of the proposed disclosure (if and to the extent that it
    is permitted to do so by law); and (c) use the information in question solely and
    exclusively to exercise its rights and perform its obligations under or in connection with
    this agreement, and/or for the duration and purpose for which that information was
    disclosed to the Customer by the Supplier (and to that extent only), and at no other
    time and for no other reason or purpose whatsoever.

19.3 This clause 19 shall survive termination of the Contract.

20. General

20.1 THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 20.1
Entire agreement. (a) The Contract constitutes the entire agreement between the
parties and supersedes and extinguishes all previous agreements, promises,
assurances, warranties, representations and understandings made between the
parties or by the Supplier, whether written or oral, relating to its subject matter. (b)
The Customer acknowledges and agrees that in entering into the Contract it does not
rely on and shall have no remedies in respect of any statement, representation,
assurance or warranty (whether made innocently or negligently) that is not expressly
set out in the Contract or in these Conditions. (c) The Customer agrees that it shall
have no claim for innocent or negligent misrepresentation or negligent misstatement
based on any statement in the Contract or in these Conditions. (d) Nothing in this
clause shall operate so as to limit or exclude any liability for fraud.

20.3 Assignment and other dealings. (a) The Supplier may at any time, and from time to
time, assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in
any other manner with any or all of its rights and/or obligations under the Contract or
these Conditions, or sub-contract any of its obligations detailed within the Contract or
these Conditions. (b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its
rights and/or obligations under the Contract or these Conditions without the prior
written consent of the Supplier.

20.4 Variation. Except as set out in the Contract or these Conditions, or otherwise agreed
between the parties in writing, no variation of the Contract shall be effective unless it
is in writing and signed by the parties or their authorised representatives.

20.5 Waiver. (a) A waiver of any right or remedy under the Contract or by law is only
effective if given in writing and shall not be deemed a waiver of any subsequent right
or remedy. (b) A failure or delay by a party to exercise any right or remedy provided
under the Contract or by law shall not constitute a waiver of that or any other right or
remedy, nor shall it prevent or restrict any further exercise of that or any other right
or remedy. (c) No single or partial exercise of any right or remedy provided under the
Contract or by law shall prevent or restrict the further exercise of that or any other
right or remedy.

20.6 Severance. (a) If any provision or part-provision of these Conditions or of the Contract
is or becomes void, invalid, illegal or unenforceable, it shall be deemed modified to the
minimum extent necessary to make it valid, legal and enforceable. (b) If such
modification is not possible, the relevant provision or part-provision shall be deemed
deleted. (c) Any modification to or deletion of a provision or part-provision under this
clause shall not affect the validity and enforceability of the rest of these Conditions or
of the Contract. (d) If any provision or part-provision of these Conditions or the
Contract is or becomes void, invalid, illegal or unenforceable, and is modified or
deleted pursuant to the foregoing parts of this clause, then the Supplier and Customer
shall negotiate with one another in good faith to amend these Conditions and the
Contract to the minimum degree necessary such that the same, as amended, is legal,
valid and enforceable, and, to the greatest extent possible, achieves the intended
commercial result of the original Conditions and Contract prior to the said modification
or deletion of the provision or part-provision in question, and such that the
amendment, if and insofar as is possible, has effect between the parties as from the
date of the said modification or deletion.

20.7 No partnership or agency. (a) Nothing in these Conditions or in the Contract is
intended to nor shall be deemed to establish or constitute any partnership or joint
venture between either of the parties, nor establish or constitute either party as the
agent or employee of the other, nor authorise either party to make or enter into any
representations or commitments for or on behalf of the other. (b) Each party hereby
warrants and confirms to the other that in entering into and performing its obligations
under these Conditions and the Contract it is and will be acting on its own behalf and
not for or on behalf of or for the benefit of any other person. (c) Neither the Supplier
nor the Customer shall represent to any third party that either of them (the Supplier
or the Customer) has the authority to represent or bind the other whether as agent or
otherwise.

* * *

20.8 Joint and several liability. Where the Customer consists of two or more persons,
references to the Customer throughout the Contract and these Conditions shall mean
each or any of them, and all obligations on the part of the Customer shall be joint and
several obligations of all and each of those persons.

20.9 Rights and remedies. (a) Unless and to the extent that may otherwise be expressly
provided in these Conditions or in the Contract, the rights and remedies provided in the
same are cumulative, and are in addition to, and not exclusive of, any other rights or
remedies, whether as provided by law or in equity or otherwise. (b) For the avoidance
of doubt, obligations contained in these Conditions or in the Contract are entirely
additional and supplemental to any and all other obligations that may be owed by either
party to the other (whether in law or in equity, and whether of a contractual or noncontractual nature, or otherwise, and whether in relation to any confidential
information or otherwise), and the commencement, termination, and/or expiry, of the
Contract shall have no effect whatsoever upon the existence or continuation of any such
obligations.

20.10 Third party rights. Unless expressly stated otherwise in the Contract or these
Conditions, neither the Contract nor these Conditions gives rise to any rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or
these Conditions.

20.11 Costs and expenses. Save and to the extent that may otherwise be expressly provided
in these Conditions or the Contract, or agreed in writing between the parties, each
party shall bear its own costs and expenses incurred in connection with the
negotiation, drafting, and execution, of the Contract.

20.12 Language. These Conditions and the Contract shall be drafted in English, and if any
translation is made, the English language version shall prevail.

20.13 Governing law. These Conditions, and the Contract, and any dispute or claim
(including non-contractual disputes or claims) arising out of or in connection with the
subject matter or formation of any of them, shall be governed by, and construed in
accordance with the law of England.

20.14 Jurisdiction. (a) Each party irrevocably agrees that the courts of England shall have
exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes
or claims) arising out of or in connection with these Conditions, or the Contract, or
its/their subject matter or formation. (b) Notwithstanding the foregoing, nothing in
this agreement shall prevent either party from bringing or pursuing anywhere in the
world, in any jurisdiction whatsoever, any enforcement proceedings (whether by way
of claim, action, or otherwise howsoever) to enforce any order or judgment obtained
in, from or before the English courts.

* * *

## 21\. Termination Notice Period

21.1 Either party may terminate this Agreement by providing at least 12 months’ written notice before the end of the current contract term.
21.2 If no notice is given, the contract will automatically renew for a further 12 months under the same terms.
21.3 Termination requests must be made in writing and acknowledged by the Supplier before taking effect.
21.4 Early termination by the Customer may incur charges equal to the remaining contract period unless otherwise agreed in writing.
21.5 The Supplier reserves the right to terminate with immediate effect if the Customer breaches this Agreement or fails to meet payment obligations.

## 22\. Supremacy of Terms & Updates

22.1 These Terms and Conditions supersede any conflicting terms in any other contract, agreement, or user form.
22.2 By signing a new contract or new user form, the Customer acknowledges and agrees that these Terms remain in effect and take precedence.
22.3 The Customer further agrees to adhere to any updates to these Terms and Conditions as published by the Supplier, provided that such updates are communicated in writing prior to renewal or signing a new contract.

## 23\. AI Services and Usage-Based Charges

23.1 Where the Supplier provides AI-driven services (including but not limited to speech transcription, sentiment analysis, name extraction, diarisation, summarisation, or scoring), the Customer acknowledges that such services may rely on third-party providers such as OpenAI.
23.2 Charges for AI services are calculated dynamically based on usage volume (e.g., transcription duration, GPT token counts), and are logged automatically by the Supplier’s system.
23.3 These usage-based fees are invoiced separately or in addition to standard service fees and must be paid in full upon invoice, in accordance with Clause 12.
23.4 The Customer accepts that refusal to pay such dynamic fees constitutes a material breach of contract.
23.5 The Supplier may suspend or limit access to AI services if invoices for usage-based fees remain unpaid beyond the agreed Due Date.

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* * *

24. Misuse and Abuse of AI or Digital Services

24.1 The Customer shall not use, or permit the use of, any AI services, digital tools, or
Supplier systems:

• (a) in any manner which is unlawful, fraudulent, harmful, defamatory, or abusive;

• (b) in breach of any applicable regulatory or ethical standards;

• (c) to produce or attempt to produce false, misleading, or manipulative content or
data;

• (d) in a manner that could harm the performance or reliability of the Supplier’s
infrastructure or services; or

• (e) in any way that circumvents fair usage, billing controls, or intended operational
limits.

24.2 The Supplier reserves the right to monitor usage for compliance and may restrict,
suspend, or terminate access to AI or related systems immediately if misuse is detected.

24.3 In the event of proven misuse, the Supplier may charge the Customer for any
resulting costs, damages, or rectification efforts, in addition to any applicable legal
remedies.

25. Intellectual Property, Confidentiality of Dashboards, and End-of-Contract Data
    Handling

25.1 All intellectual property rights (including but not limited to software code, system
architecture, design layouts, user interface designs, underlying logic, and methods of
operation) in and relating to the Marley AI dashboard and associated tools shall remain the
sole and exclusive property of Marley Communications Limited.

25.2 The Customer shall not:

• (a) reproduce, decompile, copy, or reverse-engineer any part of the dashboard or its
underlying systems;

25.3 Upon termination or expiry of the Contract, and subject to full settlement of all
outstanding sums:

* * *

- (b) Such data will be retained for a period of 30 days from contract end unless otherwise agreed in writing;
- (c) Thereafter, the Supplier shall permanently delete the Customer’s data from its systems and servers, in accordance with applicable UK data protection laws.
  25.4 - Protection of AI Logic, Prompts, and Underlying Systems Nothing in this Contract or in these Conditions shall oblige the Supplier to disclose, share, or provide access to any of the following:
- Source code, scripts, or backend architecture relating to the Marley AI dashboard;
- GPT prompts, AI scoring rubrics, formatting templates, or diarisation logic;
- Any model-tuning parameters, weighting logic, or API query structures;
- Proprietary methods used for sentiment analysis, agent scoring, or booking detection.
  The Client acknowledges that such methods form part of the Supplier’s intellectual property and confidential know-how. Use of the dashboard, or any output from it, does not grant any licence or rights to reverse-engineer, replicate, or reproduce any part of the underlying system.

## 26\. Transition Assistance and Exit Support

26.1 Upon lawful termination or expiry of the Contract, the Supplier shall provide reasonable cooperation to assist the Customer in transitioning telephone numbers to another provider, including the provision of basic Customer Service Records and porting details necessary to complete the standard porting process.
26.2 The Supplier is not obliged to provide detailed or bespoke service mapping, call flow documentation, DDI overlays, IVR diagrams, SIP configurations, or any other advanced technical documentation unless such material already exists and is readily exportable from the systems made available to the Customer during the term of the Contract.
26.3 It is the Customer’s sole responsibility to ensure that they have reviewed and recorded any relevant configuration data or call handling settings during the term of their Contract. Access to the portal and all such configuration tools is provided as part of the services.
26.4 If the Customer requests detailed or customised information beyond standard porting records (including but not limited to routing configurations, IVR scripts, number-user mappings, hunt group overflow details, or SIP trunk details), such work will be billable at the Supplier’s standard professional services rate, charged per hour, and payable in advance or as otherwise agreed.
26.5 By entering into this Contract, the Customer agrees that the responsibility for documenting, storing, or replicating any bespoke routing configurations or DDI mappings

- 33 - lies with them, and not with the Supplier, and that no liability shall arise for the Supplier in respect of such matters once access to the system has been provided.