Terms and Conditions for Products and Services

1. INTRODUCTION

1.1 This page sets out the general terms and conditions (“General Terms”) which apply to all Products and Services (together “Deliverables”) which we, WorkPal , a company incorporated in Northern Ireland under registered company number NI053702, whose registered office is at Grove House, 145 – 149 Donegall Pass, Belfast, County Antrim, BT7 1DT (“we” or “us”) provide to you as our client (“you”), which Deliverables may be more specifically set out within the relevant Order Terms.

1.2 These General Terms explain our duties to you and your duties to us and form part of your agreement with us for all Deliverables we provide you with.

1.3 Our agreement with you is made up of (i) these General Terms; (ii) any specific terms and conditions for specific Deliverables (“Specific Terms”) (as set out in the Appendix); (iii) any project proposal or order form (the nature of which, for specific Deliverables, is more particularly set out within the Specific Terms) issued by us to you in connection with the provision of the specific Deliverables (“Order Terms”); and (iv) any other written document either issued by us (and expressly referring to and incorporating itself into the Agreement) or any amendments or supplements to the agreement signed and agreed in writing between the parties. Together the above documents shall constitute and be known as the “Agreement”, and apply to the contract between you and us to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.4 When construing the meaning of the Agreement, the documents listed in Clause 1.3 shall, unless otherwise set out in the Specific Terms in respect of specific Deliverables, be interpreted in a reverse order of priority in the event of any inconsistency or conflict, with documents appearing later in the list taking priority over documents appearing earlier in the list.

1.5 In these General Terms, we refer to the Specific Terms and Order Terms together as the “Additional Terms”.

1.6 All of our terms are set out in material we publish on our website. You should print or save a copy of these General Terms and the relevant Specific Terms, or can ask us to confirm which Additional Terms apply to the Agreement between you and us at any time.

1.7 Any quotation given by us shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

1.8 Any order placed by you shall only be deemed to be accepted upon your signature of the relevant Order Terms, or, in the event that no Order Terms have been signed, otherwise provide the Deliverables to you, at which point and on which date the Agreement shall come into existence (“Commencement Date”) (unless otherwise set out in the Specific Terms).

1.9 We may amend these General Terms from time to time as set out in Clause 10. Every time you, as our client, agree new Order Terms for the provision of specific Deliverables you should check these General Terms and the Specific Terms to ensure that you understand the terms which will apply to our Agreement at that time. These General Terms were most recently updated on 01st March 2023.

2. DEFINITIONS & INTERPRETATION

2.1 The following terms shall have the following meanings in these General Terms and the Specific Terms (unless otherwise defined therein): “Appendix” means the appendix to these General Terms; “Business Day” means any day which is not a Saturday, Sunday, bank or public holiday in Northern Ireland;

2.2 “Charges” means the total charges set out or provided for within the Order Terms or otherwise provided for or payable under the Agreement, to be paid in accordance with the timeframes specified in these General Terms or otherwise set out in the Additional Terms, in return for supply of the Deliverables; “Clause” means a clause of these General Terms; “Confidential Information” means in relation to either party, any or all information of a confidential nature (whether in oral, written or electronic form) including trade secrets and information of commercial value known and belonging to that party and concerning its business, suppliers, customers, products or services (including the Deliverables) and any other information which the recipient knows or is notified or has reason to believe is confidential to the disclosing party; “IP Rights” means any intellectual property rights of any nature, including any patents, trademarks, service marks, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, know-how, trade or business names and other similar rights or obligations whether registrable or not, in any country (including the United Kingdom); “Premises” means your premises/property to which, or in which, among other things, the Deliverables may be supplied or installed; “Products” means any products which we may provide to you, as may be more specifically set out within the relevant Order Terms; and “Services” means any services which we may provide to you, as may be more specifically set out within the relevant Order Terms.

2.3 Headings are for convenience only and shall be ignored in interpreting the Agreement.

2.4 Words in the singular include the plural and those in the plural include the singular.

2.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns.

2.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

2.7 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2.9 A reference to writing or written includes fax.

3. PROVISION OF DELIVERABLES

3.1 In consideration for payment by you of the Charges, we shall provide or procure the provision of the Deliverables set out within the relevant Order Terms, or otherwise agreed between the parties.

3.2 We undertake that the Services will be supplied using reasonable skill and care, and performed in a good and workmanlike manner, using appropriate skills and experience, and having regard to the nature of the Deliverables.

3.3 We warrant that any Products shall be free, and shall remain free until title to the Products is (in accordance with Clause 5) to pass to you, from any third party rights or encumbrances not disclosed to you prior to the Commencement Date, and that you may enjoy quiet possession of such Products except insofar as you may be disturbed by any person entitled to the benefit of any charge or encumbrance so disclosed or known.

3.4 We shall use reasonable endeavours to ensure that the benefit of any third party warranties applicable to any Deliverables we supply is passed on to you. In addition, those warranties set out within the relevant Specific Terms in respect of specific Deliverables (if any) shall apply.

3.5 We shall use reasonable endeavours to provide the Deliverables (including delivering the Products or performing the Services) within a reasonable time. However, for the avoidance of doubt, the timing of performance of any of our obligations arising under the Agreement shall not be of the essence.

3.6 You acknowledge that you have assessed for yourself the suitability of the Deliverables for your requirements. We do not warrant that the Deliverables will be suitable for such requirements, or that any use of the Deliverables will (subject to Clause 3.3) be uninterrupted or error free.

3.7 Each party warrants that it has full capacity and authority, and all necessary licences, permits and consents to enter into and perform its duties and obligations under the Agreement and that those persons signing the Order Terms, if any, are duly authorised to bind the party for whom they sign.

3.8 We may, without further notice to you, appoint a suitably qualified sub- contractor to provide the Deliverables or any part of them on our behalf. You will continue to be liable to pay our Charges as provided in Clause 8 below, and shall not be liable directly for any of the fees of any such sub-contractor, unless otherwise agreed.

4. DELIVERY OF PRODUCTS

4.1 We shall deliver the Products to the location set out in the Order Terms or such other location as the parties may agree (Delivery Location) at any time after we notify you that the Products are ready.

4.2 Delivery of the Products shall be completed on the Products arrival at the Delivery Location. We shall not be liable for any delay in delivery of the Products that is caused by your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products, or your failure to take delivery of the Products.

4.3 If, in the absence of any mitigating circumstances, you have not received any Products within 14 calendar days of the date of your order for those Products, then you shall be required to give us written notice. In the event that you have not provided such notice on time, and we are able to evidence proof of posting and a signature upon receipt of the Products, the Products shall be deemed delivered.

4.4 In the event that you accept delivery of any Products, you shall be required to give us notice of any fault, mis-description or damage to us within 5 Business Days of receipt of the Products, and provide such reasonable photographic or other evidence that we deem necessary in respect of such fault, mis-description or damage.

4.5 We may deliver the Products by instalments, which may be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.

5. TITLE AND RISK

5.1 The risk in any Products shall pass to you on completion of delivery.

5.2 Title to any Products shall not pass to you until we have received payment in full (in cash or cleared funds).

5.3 Until title to the Products has passed to you, you shall: (i) hold the Products on a fiduciary basis as our bailee; (ii) store the Products separately from all other goods held by you so that they remain readily identifiable as our property; (iii) not remove, deface or obscure any identifying mark on or relating to the Products; (iv) maintain the Products in satisfactory condition and, to the extent that the Products are not covered under our Payment Protection Plan, keep them insured against all risks for their full price on our behalf from the date of delivery; (v) notify us immediately if you become subject to any of the events listed in Clause 12.2(b); (vi) not purport to sell or otherwise part with possession of the Products, and (vii) give us such information relating to the Products as we may require from time to time, but you may use the Products in the ordinary course of your business.

5.4 If, before title to the Products passes to you, you become subject to any of the events listed in Clause 12.2(b) or we reasonably believe that any such event is about to happen and notify you accordingly, then, provided the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require you to deliver up the Products and, if you fail to do so promptly, enter your Premises or the premises of any third party where the Products are stored in order to recover them, or suspend the provision of the Deliverables.

6. YOUR OBLIGATIONS

6.1 We may need access to your Premises, office accommodation or other facilities, information, tools and resources for, and during the course of, the provision of the Deliverables. If so requested you will provide free and unfettered access to these to the extent reasonably requested by us for the purposes of performing our obligations under the Agreement, and, more generally, shall cooperate with us in all matters relating to the Deliverables. You hereby warrant that you are entitled to grant such access, and provide any such information, tools or resources as outlined in this Clause 6.1.

6.2 You acknowledge that, in giving any opinion or advice in connection with the provision of the Deliverables, we rely on the information about you and the Deliverables, and do not seek to establish the reliability of such information. Accordingly, you: (i) undertake to provide complete and accurate information about yourself and about anything which is or may be relevant to the Deliverables and to provide such other information as we may reasonably request; and, (ii) warrant that any such information provided is accurate and complete in all material respects, and not misleading.

6.3 You also agree to, to the extent necessary, prepare your Premises for the provision of the Deliverables, and to obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.

6.4 You shall also keep and maintain all materials, equipment, documents and other property belonging to us (Our Materials) at your Premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our instructions or authorisation.

6.5 To the extent applicable, you acknowledge that you will retain responsibility at all times for compliance with all relevant laws, protocols and regulations with respect to Products delivered to you, as well as responsibility for all costs of such compliance.

6.6 If our performance of any of our obligations in respect of the Deliverables are prevented or delayed by any of your acts or omissions or by your failure to perform any relevant obligation (Your Default), or otherwise in the event of Your Default (i) we shall, without limiting our other rights or remedies, have the right to suspend provision of the Deliverables until you remedy Your Default, and to rely on Your Default to relieve us from the performance of any of our obligations to the extent Your Default prevents or delays our performance of any of our obligations; (ii) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure to perform, or delay in performing, any of our obligations where such failure or delay is attributable to Your Default; and (iii) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.

7. DATA PROTECTION

7.1 You acknowledge and agree that details of your name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by us and on our behalf in connection with the Deliverables.

7.2 In this Clause 7, personal data has the meaning given in the Data Protection Act 1998.

7.3 If we process any personal data on your behalf when performing our obligations under the Agreement, the parties agree that you shall be the data controller and we shall be a data processor and in any such case: (i) you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the Services and fulfil our other obligations under the Agreement; (ii) you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Agreement on your behalf; (iii) you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; (iv) we shall process the personal data only in accordance with the terms of the Agreement and any lawful instructions reasonably given by you from time to time; and (v) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

8. CHARGES

8.1 The Charges (or the method for calculation thereof) (as applicable) set out or provided for within the Order Terms shall only be fixed with regard to the provision of the Deliverables contemplated by the relevant Additional Terms, and such fixing shall be subject to all the other terms of the Agreement, and in particular to any increases to the Charges attributable to events falling outside of our control.

8.2 Where we have been retained on an ad-hoc basis to provide Deliverables, and no monthly retainer or other fixed fee or retainer arrangement exists (as may be set out within the relevant Order Terms), where: (i) we provide you with additional Deliverables beyond those contemplated by the relevant Additional Terms, or (ii) no Order Terms have been provided to you by us, the Charges for all Services shall be at calculated on a time and materials basis at our then prevailing standard hourly rates for such Services, and you shall be liable to pay the Charges for all Products at the costs specified by us.

8.3 We reserve the right to alter our prevailing standard rates for Charges for Services at any time, including during the term of our Agreement with you. However, where such a change to our standard rates is to be applied, we shall normally provide you with at least 1 week’s prior notice, either orally or in writing. Changes to our prevailing standard rates will not affect any Charges which we have specifically confirmed as applying during the term of our Agreement within the relevant Order Terms.

8.4 All Charges for Products quoted within the relevant Order Terms shall be inclusive of all costs and charges of packaging, insurance, transport of the Products, which shall be paid by you when pay for the Products.

8.5 We reserve the right to increase the price of the Deliverables, giving you notice, to reflect any increase in the cost of the Deliverables that is due to: (i) any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, other manufacturing costs, or other increases attributable to the actions of third parties); (ii) any request by you to change the delivery date(s), quantities or types of Products ordered, or your specification for the Products (if any); or (iii) any delay caused by your instructions in respect of the Products or your failure to perform your obligations under the Agreement.

8.6 We shall invoice you for the Charges specified in the Order Confirmation or otherwise provided for under the Agreement, in respect of Products, on or at any time after completion of delivery, and in respect of Services, on a monthly basis (unless otherwise agreed in the Agreement). You must pay all undisputed Charges set out within each invoice in full and cleared funds within 30 calendar days of the date of the invoice. Timings for payment shall be of the essence of the Agreement.

8.7 Where you dispute any invoice, you shall notify us within 7 calendar days in writing. We agree to provide all such evidence as may be reasonably necessary to verify the disputed invoice, and the parties shall negotiate in good faith to attempt to resolve the dispute promptly. We reserve the right not to supply any further Deliverables to you while such a dispute is ongoing. Where only part of an invoice is disputed, you shall pay the undisputed amount on the due date for payment as set out within Clause 8.6 (or otherwise provided for in the relevant.