IT IS AGREED as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 In these terms and conditions (these T&Cs):

1.1.1 Additional Goods/Services means any goods

and/or services which UKCM provides in

addition to the Goods and/or Services in

accordance with Clause 8;

1.1.2 Applicable Laws means all applicable laws,

statutes, regulations and codes from time to

time in force;

1.1.3 Automatic Renewal Term has the meaning

given to it in Clause 15.2;

1.1.4 Brexit means the earlier of (i) the point at which

the United Kingdom is no longer bound to

comply with the terms of the treaties of the

European Union; or (ii) the point at which any

phased transition arrangement agreed between

the United Kingdom and the European Union

leading to the withdrawal of the United Kingdom

from the European Union commences;

1.1.5 Business Day means a day other than a

Saturday, Sunday or public holiday in England,

when banks in London are open for business;

1.1.6 Commencement Date has the meaning given

in clause 2.2;

1.1.7 Completion Date means the date falling at the

end of the Initial Term as set out in Order Form

or as otherwise agreed by any extension

period(s) or Automatic Renewal Term unless

this Contract is terminated in accordance with

Clause 15;

1.1.8 Contract means the contract between UKCM

and the Customer for the supply of Goods

and/or Services comprising the Order Form and

these T&Cs;

1.1.9 Control has the meaning given in section 1124

of the Corporation Tax Act 2010, and the

expression change of Control shall be construed accordingly;

1.1.10 Controller, processor, date subject,

personal data, personal data breach,

processing and appropriate technical

measures have the meanings as defined in the

Data Protection Legislation;

1.1.11 Customer means the person or firm who

purchases the Goods and/or Services from

UKCM;

1.1.12 Data Protection Legislation means the UK

Data Protection Legislation and any other

European Union legislation relating to personal

data and all other legislation and regulatory

requirements in force from time to time which

apply to a Party relating to the use of personal

data (including, without limitation, the privacy of

electronic communications); and the guidance

and codes of practice issued by the relevant

data protection or supervisory authority and

applicable to a Party;

1.1.13 Deliverables means the deliverables set out in

the Order Form produced by UKCM for the

Customer;

1.1.14 Delivery Location has the meaning given in

clause 4.2;

1.1.15 Force Majeure Event has the meaning given to

it in clause 17;

1.1.16 Goods means the goods (or any part of them)

set out in the Order Form;

1.1.17 Goods Specification means any specification

for the Goods, including any relevant plans or

drawings, that is agreed in the Order Form by

the Customer and UKCM;

1.1.18 Initial Term means the duration of the Contract

from the Commencement Date up to and

including the Completion Date as set out in the

Order Form plus any agreed extension

period(s) unless this Contract is terminated in

accordance with Clause 15;



1.1.19 Intellectual Property Rights means patents,

rights to inventions, copyright and neighbouring

and related rights, moral rights, trade marks

and 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, database rights, rights to use, 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;

1.1.20 Order means a request from the Customer to UKCM for the supply of Additional Goods/Services in accordance with Clause 8;

1.1.21 Order Form means the order form executed by both Parties to which these T&Cs are referred;

1.1.22 Party means each of UKCM and the Customer, together the Parties;

1.1.23 Scope of Work means the scope of the Goods and Services to be provided by UKCM to the Customer as set out in the Order Form;

1.1.24 Services means the services, including the Deliverables, supplied by UKCM to the Customer as set out in the Order Form;

1.1.25 Service Specification means the description or specification for the Services provided in the Order Form;

1.1.26 T&Cs means these terms and conditions;

1.1.27 UKCM has the meaning as set out in the Order Form;

1.1.28 UKCM Materials has the meaning given in clause 9.1.8;

1.1.29 UKCM's Website means https://www.ukcontainers.co.uk/; and

1.1.30 UK Data Protection Legislation all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.2 Interpretation:

1.2.1 The headings in these T&Cs are inserted for convenience only and shall not affect the interpretation or construction of this Contract;

1.2.2 Words imparting the singular shall include the plural and vice versa. Words imparting a gender include every gender and references to persons include an individual, company, corporation, firm or partnership;

1.2.3 All references in these T&Cs to clauses are to the clauses to these T&Cs unless otherwise stated;

1.2.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.5 A reference to a Party includes its personal representatives, successors and permitted assigns;

1.2.6 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision;

1.2.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and

1.2.8 A reference to writing or written includes email but excludes fax.

2 ORDER FORM

2.1 Acknowledgement of the Order Form constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these T&Cs.

2.2 The Order Form shall only be deemed to be accepted when both Parties execute the Order Form at which point and on which date the Contract shall come into existence (Commencement Date).



2.3 Any samples, drawings, descriptive matter or advertising issued by UKCM and any descriptions of the Goods or illustrations or descriptions of the Services contained in UKCM's Website, catalogues or brochures are issued or published for the sole purpose of giving

an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force.

2.4 These T&Cs 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.

2.5 Any quotation given by UKCM shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue and UKCM reserves the right to withdraw or amend a quotation any time before execution of the Order Form by both Parties.

2.6 In the event of and only to the extent of any conflict or ambiguity between the Order Form and the T&Cs, the conflict shall be resolved in accordance with the following order of precedence:

2.6.1 the Order Form; and

2.6.2 the T&Cs.

2.7 All of these T&Cs shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3 GOODS

3.1 The Goods are described in UKCM's catalogue, brochure and/or Website as modified by the Goods Specification.

3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify UKCM against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by UKCM arising out of or in connection with any claim made against UKCM for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with UKCM's use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.

3.3 UKCM reserves the right to amend the Goods Specification if required by any Applicable Laws, and UKCM shall notify the Customer in any such event.



3.4 The Customer may not cancel any Goods requested except with the agreement in writing of UKCM provided that the Customer shall indemnify UKCM in full against

all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by UKCM as a result of such cancellation.

4 DELIVERY / COLLECTION OF GOODS

4.1 UKCM shall ensure that:

4.1.1 each delivery or collection of the Containers is accompanied by a delivery note or collection note (as applicable) which shows the date of the Order Form, all relevant Customer and UKCM reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), and, if the Order Form is being delivered by or collected in instalments, the outstanding balance of Goods remaining to be delivered or collected; and

4.1.2 it states clearly on the delivery note or collection note (as applicable) any requirement for the Customer to return any packaging material to UKCM. The Customer shall make any such packaging materials available for collection at such times as UKCM shall reasonably request. Returns of packaging materials shall be at UKCM's expense.

4.2 UKCM shall deliver or the Customer shall collect the Goods to the location set out in the Order Form or such other location as the parties may agree (Delivery Location) at any time after UKCM notifies the Customer that the Goods are ready.

4.3 Delivery or collection of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery or collection of the Goods are approximate only, and the time of delivery or collection is not of the essence. UKCM shall not be liable for any delay in delivery or collection of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide UKCM with adequate delivery or collection instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If UKCM fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. UKCM shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide UKCM with

adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.6 If the Customer fails to accept delivery of or collect the Goods within three Business Days of UKCM notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by UKCM's failure to comply with its obligations under the Contract in respect of the Goods:

4.6.1 delivery or collection of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which UKCM notified the Customer that the Goods were ready; and

4.6.2 UKCM shall store the Goods until delivery or collection takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If ten Business Days after the day on which UKCM notified the Customer that the Goods were ready for delivery or collection the Customer has not accepted delivery of or collected them, UKCM may resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods.

4.8 UKCM may deliver or have the Goods collected by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or collection or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.9 Collection or delivery should take no longer than one (1) hour. Any time UKCM spends waiting after such time may be subject to a fee.

4.10 The Goods may be delivered by UKCM or notified to the Customer to be ready for collection in advance of any delivery or collection dates upon giving reasonable notice to the Customer.

5 QUALITY OF GOODS

5.1 UKCM warrants that on delivery or collection, the Goods shall:

5.1.1 conform in all material respects with their description and the Goods Specification;

5.1.2 be free from material defects in design, material and workmanship; and

5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

5.2 Subject to clause 5.3, UKCM shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

5.2.1 the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.2.2 UKCM is given a reasonable opportunity of examining such Goods; and

5.2.3 the Customer (if asked to do so by UKCM) returns such Goods to UKCM's place of business at the Customer's cost.

5.3 UKCM shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:

5.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;

5.3.2 the defect arises because the Customer failed to follow UKCM's oral or written instructions as to the storage,

installation, commissioning, use or maintenance of the Goods, or (if there are none) good trade practice;

5.3.3 the defect arises as a result of UKCM following any drawing, design or Goods Specification supplied by the Customer;

5.3.4 the Customer alters or repairs such Goods without the written consent of UKCM;

5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

5.3.6 the Goods differ from their description and/or the Goods Specification as a result of changes made to ensure they comply with Applicable Laws.

5.4 Except as provided in this clause 5, UKCM shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.



5.5 The terms of these T&Cs shall apply to any repaired or replacement Goods supplied by UKCM.

6 TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery or collection.

6.2 Title to the Goods shall not pass to the Customer until the earlier of:

6.2.1 UKCM receives payment in full (in cash or cleared funds) for the Goods in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as UKCM's property;

6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on UKCM's behalf from the date of delivery or collection;

6.3.4 notify UKCM immediately if it becomes subject to any of the events listed in clause 15.4.2 to clause 15.4.4; and

6.3.5 give UKCM such information as UKCM may reasonably require from time to time relating to:

(a) the Goods; and

(b) the ongoing financial position of the Customer.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before UKCM receives payment for the Goods. However, if the Customer resells the Goods before that time:

6.4.1 it does so as principal and not as UKCM's agent; and

6.4.2 title to the Goods shall pass from UKCM to the Customer immediately before the time at which resale by the Customer occurs.

6.5 At any time before title to the Goods passes to the Customer, UKCM:

6.5.1 may by notice in writing, terminate the Customer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and

6.5.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6.6 In the event that the Customer sells or transfers the Goods to a third party before legal and beneficial title has passed to him under these T&Cs, the proceeds of the sub-sale or transfer (or such proportion as is due to UKCM) shall be held by the Customer on behalf of UKCM. The Customer shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on UKCM’s behalf are identified as such. If the Goods are manufactured into another form or are used in the process of manufacturing other goods, UKCM shall acquire legal and beneficial title to the resulting goods, or a proportion of the title equal to the contribution made to the resulting goods by the Goods.

7 SUPPLY OF SERVICES

7.1 UKCM shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

7.2 UKCM shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 UKCM reserves the right to amend the Service Specification if necessary to comply with any Applicable Laws, or if the amendment will not materially affect the nature or quality of the Services, and UKCM shall notify the Customer in any such event.



7.4 UKCM warrants to the Customer that the Services will be provided using reasonable care and skill.

adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.6 If the Customer fails to accept delivery of or collect the Goods within three Business Days of UKCM notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by UKCM's failure to comply with its obligations under the Contract in respect of the Goods:

4.6.1 delivery or collection of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which UKCM notified the Customer that the Goods were ready; and

4.6.2 UKCM shall store the Goods until delivery or collection takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If ten Business Days after the day on which UKCM notified the Customer that the Goods were ready for delivery or collection the Customer has not accepted delivery of or collected them, UKCM may resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods.

4.8 UKCM may deliver or have the Goods collected by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or collection or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.9 Collection or delivery should take no longer than one (1) hour. Any time UKCM spends waiting after such time may be subject to a fee.

4.10 The Goods may be delivered by UKCM or notified to the Customer to be ready for collection in advance of any delivery or collection dates upon giving reasonable notice to the Customer.

5 QUALITY OF GOODS

5.1 UKCM warrants that on delivery or collection, the Goods shall:

5.1.1 conform in all material respects with their description and the Goods Specification;

5.1.2 be free from material defects in design, material and workmanship; and

5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

5.2 Subject to clause 5.3, UKCM shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

5.2.1 the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.2.2 UKCM is given a reasonable opportunity of examining such Goods; and

5.2.3 the Customer (if asked to do so by UKCM) returns such Goods to UKCM's place of business at the Customer's cost.

5.3 UKCM shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:

5.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;

5.3.2 the defect arises because the Customer failed to follow UKCM's oral or written instructions as to the storage,

installation, commissioning, use or maintenance of the Goods, or (if there are none) good trade practice;

5.3.3 the defect arises as a result of UKCM following any drawing, design or Goods Specification supplied by the Customer;

5.3.4 the Customer alters or repairs such Goods without the written consent of UKCM;

5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

5.3.6 the Goods differ from their description and/or the Goods Specification as a result of changes made to ensure they comply with Applicable Laws.

5.4 Except as provided in this clause 5, UKCM shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.



5.5 The terms of these T&Cs shall apply to any repaired or replacement Goods supplied by UKCM.

7.5 In the circumstances where a container is beyond economic repair (scrap) and/or the Customer does not wish to pay for extensive works, title in the container shall vest with UKCM in order to recover collection costs all these containers and the spares parts (lids, castors,locks)will be cannibalised/modified/remanufactured back and reused for the purpose of fulfilling UKCM’s & its customer’s circular economy and recycling aims where possible, working to reduce the vast number of containers sent for scrap.

7.6 For Standard Refurbs only - Any damaged or missing lids / castors will be replace with refurbished parts, however new parts maybe fitted up to a maximum of 25% of the load which is included in the refurb price. Any parts over that 25% will be charged as new. This will be agreed with the Customer at the time of order

8 ADDITIONAL GOODS/SERVICES

8.1 In the event that Additional Goods/Services are required, whether as a result of an Order from the Customer or as agreed between the Parties, UKCM shall provide the Additional Goods/Services subject to the Parties entering into written confirmation of those goods and/or services (including any changes to the Fees) and the further provisions of this Clause

8. Any references to Goods and/or Services in the Contract shall be deemed to also apply to any Additional Goods/Services as the context so requires.

8.2 Any quote for Additional Goods/Services issued by UKCM is valid for a period of thirty (30) days only from its date (or such longer period as it may state), although UKCM may withdraw a quote at any time before it is accepted.

9 CUSTOMER'S OBLIGATIONS

9.1 The Customer shall:

9.1.1 ensure that the terms of the Order Form and any information it provides in the Service Specification and the Goods Specification are complete and accurate;

9.1.2 co-operate with UKCM in all matters relating to the Services;



9.1.3 provide UKCM, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by UKCM to provide the services.

9.1.4 provide UKCM with such information and materials as UKCM may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

9.1.5 prepare the Customer's premises for the supply of the Services;

9.1.6 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;

9.1.7 comply with all Applicable Laws, including health and safety laws;

9.1.8 keep all materials, equipment, documents and other property of UKCM (UKCM Materials) at the Customer's premises in safe custody at its own risk, maintain UKCM Materials in good condition until returned to UKCM, and not dispose of or use UKCM Materials other than in accordance with UKCM's written instructions or authorisation;

9.1.9 comply with any additional obligations as set out in the Service Specification and the Goods Specification; and

9.1.10 obtain at its own cost such import and import licences and other consents in relation to the Goods as are required. If required by UKCM, the Customer shall make those licences and consents available to the Seller prior to shipment of the Goods.

9.2 The Customer agrees and acknowledges that any personal data collected pursuant to clause 12 may be disclosed without further consent to with a bank and/or finance provider.

9.3 If UKCM'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):



9.3.1 without limiting or affecting any other right or remedy available to it, UKCM shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays UKCM's performance of any of its obligations;

10.6.2 in full and in cleared funds to a bank account nominated in writing by UKCM, and

time for payment shall be of the essence of the Contract.

10.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by UKCM to the Customer, the Customer shall, on receipt of a valid VAT invoice from UKCM, pay to UKCM such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

10.8 If the Customer fails to make a payment due to UKCM under the Contract by the due date, then, without limiting UKCM's remedies under clause 15 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.8 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

10.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11 INTELLECTUAL PROPERTY RIGHTS

11.1 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 UKCM.

11.2 UKCM grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, revocable licence to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

11.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 11.2.

11.4 The Customer grants UKCM a fully paid-up, perpetual, irrevocable, non-exclusive, royalty-free licence to copy and modify any materials provided by the Customer to UKCM for the term of the Contract for the purpose of providing the Services to the Customer.

ii a service provider, contractor, sub-contractor, consultant and/or agent involved in the provision of Services increases its costs of supplying the Services;

10.4.2 In relation to the Goods, by giving notice to the Customer at any time before delivery or collection, to reflect any increase in the cost of the Goods to UKCM that is due to:

(a) any factor beyond the control of UKCM (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery or collection date(s), quantities or types of Goods ordered, or the Goods Specification; or

(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give UKCM adequate or accurate information or instructions in respect of the Goods;

10.4.3 on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Consumer Prices Index from the Commencement Date or last anniversary (as the case may be), and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Consumer Prices Index; and/or

10.4.4 at its sole discretion on three (3) months written notice to the Customer.

10.5 In respect of Goods, UKCM shall invoice the Customer on or at any time after completion of delivery or collection. In respect of Services, UKCM shall invoice the Customer on completion of the Services in arrears.

10.6 The Customer shall pay each invoice submitted by UKCM:



10.6.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by UKCM and confirmed in writing to the Customer; and

services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

12.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

12.4.4 not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(a) the Customer or UKCM has provided appropriate safeguards in relation to the transfer;

(b) the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;

(c) UKCM complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(d) UKCM complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

12.4.5 assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

12.4.6 notify the Customer without undue delay on becoming aware of a personal data breach;

12.4.7 at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data; and



12.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 12 and immediately inform the Customer if, in the opinion of UKCM, an

instruction infringes the Data Protection Legislation.

12.5 Either Party may, at any time on not less than 30 days' notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

13 CONFIDENTIALITY

13.1 Each Party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs, except as permitted by clause 13.2.

13.2 Each Party may disclose the other Party's confidential information:

13.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with the Contract. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this clause 13; and

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

13.3 No Party shall use any other Party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

14 LIMITATION OF LIABILITY

THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.



14.1 UKCM has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £10,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover UKCM has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

14.2 The restrictions on liability in this clause 14 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

14.3 Neither Party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

14.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

14.4.1 death or personal injury caused by negligence;

14.4.2 fraud or fraudulent misrepresentation;

14.4.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and

14.4.4 defective products under the Consumer Protection Act 1987.

14.5 Subject to clause 14.4, UKCM's total liability to the Customer shall not exceed the lower of the insurance figure set out at clause 14.1 or the total sums paid by the Customer under the Contract in respect of Goods and Services actually supplied by UKCM, whether or not invoiced to the Customer and the Customer acknowledges that without this limitation UKCM's fees would have been higher.

14.6 This clause 14.6 sets out specific heads of excluded loss:

14.6.1 subject to clause 14.4, the types of loss listed in clause

14.6.2 are wholly excluded by the parties; and

14.6.2 the following types of loss are wholly excluded:



(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss

14.7 UKCM has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

14.8 This clause 14 shall survive termination of the Contract.

15 TERM AND TERMINATION

15.1 This Contract shall be deemed to have commenced on the Commencement Date and shall continue for the duration of the Initial Term unless and until terminated earlier in accordance with the terms of this Contract.

15.2 After the Initial Term, this Contract shall be deemed renewed automatically each year for an additional one (1) year period (an Automatic Renewal Term) unless this Contract is terminated earlier in accordance with the terms of this Contract.

15.3 Without affecting any other right or remedy available to it, either Party may terminate the Contract by giving the other Party not less than 3 months' written notice.

15.4 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:

15.4.1 the other Party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so; 15.4.2 the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

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

19.4 The Customer acknowledges and agrees that any impact of Brexit on:

19.4.1 its ability to perform its obligations under this Contract shall not; and

19.4.2 UKCM's ability to perform it obligations under this Contract shall,

be deemed to be a Force Majeure Event for the purposes of Clause 17 of this Contract.

20 GENERAL

20.1 Assignment and other dealings

20.1.1 UKCM may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

20.1.2 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 obligations under the Contract without the prior written consent of UKCM.

20.2 Notices

20.2.1 Any notice under the Contract shall be in writing and sent (i) by first class post to the correspondence address of the Party set out in the Order Form or (ii) sent by email to the address set out in the Order Form (as such addresses may change from time to time as notified by a Party to the other Party).

20.2.2 Notices shall be deemed to have been received in the case of notice by hand, on delivery, by post, on the second day after the day of posting and in the case of notice by email, on receipt. Clause 20.2.1 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20.2.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20.3 Severance



If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be

deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause

20.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

20.4 Waiver

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. 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. 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.

20.5 No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either Party the agent of the other, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.

20.6 Entire agreement

20.6.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.6.2 Each Party acknowledges 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 set out in the Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

20.6.3 Nothing in this clause shall limit or exclude any liability for fraud.

20.7 Third party rights



20.7.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under