TERMS AND CONDITIONS

1. Definitions and General

In these terms and conditions:

“The Company”Keybridge IT Solutions Ltd

“Customer”The party to whom the Company has agreed to provide the Service including its employees agents and servants.

“Agreement”The Agreement however made for the supply of services by the Company to the Customer.

“Agreement Term”Each twelve month period or such other period as the parties may agree.

“Annual Charge”Payment made for the provision of Services under this Agreement for a period of 12 months.

“Business Hours”The hours of 08.30 to 18:00 Monday to Friday excluding public holidays.

“Equipment”Equipment listed in the Schedule that is supported as part of this agreement.

“Service”The service or services supplied or to be supplied by the Company to the Customer as set out in the Order Form attached.

“Response Period”Response period specified in the Schedule.

“Initial Payment”The minimum payment for a period of 12 months for the Service or Services set out in the Order form attached..

“Force Majeure”Shall include without prejudice to the generality of the expression act of God, war, riots, insurrection, governmental regulations, legal restrictions, embargoes, strikes, labour disputes, shortages of materials, fire, floods, tempest or any other cause or event outside of the control of the Company howsoever caused or arising.

“Confidential Information”Any information disclosed by the Customer to or obtained from the Customer’s IT systems by the Company, or otherwise, including which, (i) if disclosed in tangible form, is company branded or marked confidential or, (ii) if disclosed otherwise, is confirmed in writing as being confidential or, (iii) if disclosed in tangible form or otherwise, is manifestly confidential. For the avoidance of doubt such information includes details of the Customer’s employees (their names, contact details, fee generation details), the Customer’s candidates (their names, contact details, rates, current or past places of work), the Customer’s clients and client contacts (their names, contact details, job histories), work methods and trade secrets.

“Gold Support”Full unlimited telephone and email support during Business Hours, site visits, server monitoring (where applicable), system audit and all components of the KB support Bronze and Silver Support.

“Intellectual Property Rights”Trademarks, copyrights, service marks, patents, design rights (whether registered or unregistered), database rights, trade secrets, and all other proprietary rights including reversions, renewals and extensions of the same.

“Work”All programmes, materials, software, specifications, designs, documents, techniques, reports, data, books and other material containing Intellectual Property Rights, designed, developed, written or created in whole or in part in connection with the Services specifically for the Customer.

2.Acceptance of Order

The Company’s acceptance of this order, denoted by the signature on page 1 of this document of a duly authorised representative of the Company, will create a contract between the Company and the Customer and will be construed as confirming the Customer’s acceptance of these terms and conditions in their entirety. This contract will be on a non-exclusive basis and does not exclude the Customer from acquiring IT Equipment and IT services from other providers (provided that such other IT Equipment and IT services do not prevent or interfere with the Company’s ability to carry out the services to be provided hereunder).

3.Service (the “Services”)

3.1 The Service (as outlined in the attached Order form) shall commence from the commencement date referred to on the attached order form of this Agreement.

3.2 Support requests should be reported by the Customer during Business Hours to the Company on the Service telephone number as notified to the Customer or such other telephone number as notified to the Customer by the Company. The Customer shall provide details of any Customer-performed diagnostics and any other information relevant to the problem / enquiry.

3.3 The Company shall during Business Hours respond to the support request within the Response Period following the report of the support Request by the Customer.

3.4 Where the Company provides support for an item of computer hardware, the company will assist where possible and will provide a “best efforts” service in conjunction with any warranty associated with that piece of hardware.

3.5 Where the Company is requested to provide Service for:

3.5.1 equipment damaged by physical or electrical stress or non normal use including damage to hard disks caused by the use of storage media not approved by the Manufacturer

3.5.2 equipment not listed in a hardware Schedule

3.5.3 equipment not expressly included in a written quotation

3.5.4 material components concealed in the Equipment but which are not listed in the Schedule

3.5.5 application software or network/system operating firmware/software which does not form part of the Company Software Maintenance and Support Agreement the Customer will be charged at the Company’s current charging rate from time to time in force.

3.6 All goods supplied in connection with the Service shall remain the property of the Company unless and until payment for the same is received by the Company.

4.Excluded Service

The Service or replacement of spare parts deemed necessary by the Company or its agents or servants due to:

4.1 Wilful acts defaults or negligent use of the Equipment outside of the manufacturers operating instructions

4.2 Any damage caused by the Customer or a third party as a result of upgrade or modification of the Equipment.

4.3 Faults with software or due to connections with other equipment

4.4 Use of destructive software and faulty software

4.5 Service requested by Customer outside of Business Hours will be charged in accordance with the Company’s current charging rate from time to time in force.

4.6 Any services not specified expressly in section 3(Services) above or on the Order page attached.

5.Obligations of the Customer

5.1 The Customer at its own expense will care for and operate the Equipment / systems in accordance with the manufacturer’s specifications and instructions and will only use it for the purpose for which it was designed. If as a result of the Customer’s reconfiguration or alteration to the Equipment remedial action is required, the Company reserves the right to charge the Customer at the Company’s current charging rate from time to time in force.

5.2 The Customer shall ensure the Equipment is operated in a skilful and proper manner by persons who are trained to a competent standard.

5.3 The Customer shall provide full free and safe access to the Company in order to provide the Service to the Equipment and the Customer shall protect the health and safety of the Company (including its officers, employees and agents) while its personnel are at the Equipment location address.

5.4 Customer obligations in relation to the General Data Protection Regulation:

5.4.1 you are not aware of any circumstances likely to give rise to breach of the Data Protection Legislation (including any Personal Data Breach);

5.4.2 you are entitled to process the Personal Data for the purposes of our provision of services under the Main Agreement and such use will comply with all Data Protection Legislation;

5.4.3 you have a lawful basis under the Data Protection Legislation to transfer the Personal Data to us for processing;

5.4.4 you will promptly notify us of any action we must take to assist you with ensuring compliance with your obligations under Data Protection Legislation, including with request to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

5.4.5 the Personal Data is necessary, adequate, relevant, accurate and up-to-date and you will notify us promptly of any changes to the Personal Data; and

5.4.6 you shall indemnify us against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with any breach by you of the terms of this letter.

6.Terms of Payment

6.1 The charges and terms of payment for the Service are shown on page 1 of this agreement and shall remain fixed for a period of twelve months from the commencement date.

6.2 The charges include all labour provided the customer is not in breach of any of the provisions under this Agreement, during Business Hours.

6.3 The charges are payable by the Customer within thirty days of the invoice date.

6.4 The charges do not include the following:

6.4.1 supply of consumable items or accessories as defined by the Manufacturer, laser drums, Customer units, portable screens and print heads

6.4.2 electrical work external to the Equipment

6.4.3 rental charges for replacement Equipment other than loan equipment from stock provided under this Agreement

6.4.4 replacement of magnetic media (except fixed disks)

6.4.5 out of hours support unless stated otherwise

6.5 If the Customer moves any supported Equipment from the installation address shown on page 1 of this Agreement then the Company reserves the right to make an appropriate adjustment to the Annual Charge and to the Response Period to a fault call referred to in clause 3.

6.6 If the Customer fails to make payment to the Company for the Service as required by this Agreement or any other Agreement between the Customer and the Company, provided the Company has notified the Customer in writing and the Customer has not rectified such issue within 15 days, the Company reserves the right (without prejudice to its other rights) to suspend or terminate the Service until such sum is received by the Company and for the avoidance of doubt there will not be an abatement to the Annual Charge if the Service is suspended by the default of the Customer. The Customer shall be responsible for any fees or expenses reasonably incurred by the Company in connection with a breach by the Customer of the terms of this Agreement.

6.7 Where the Company is unable to provide the Service as a result of the Customer being in breach of its obligations contained in this Agreement any time expenditure and material costs will be charged to the Customer at the Company’s current charging rate from time to time in force. The Company shall not be obliged to carry out the Service during any period of continuing breach of this Agreement by the Customer.

6.8 The Customer will pay all amounts due and payable pursuant to this Agreement in full without any discount deduction set off or rebate on any grounds.

6.9 The Company reserves the right to charge interest on the Annual Charge or any part thereof which is overdue at the rate of four percent per annum over the base rate of the Company’s bankers from time to time in force.

7.Annual Charge Variation

The Company may vary the Annual charge shown on the Order form attached by giving three months notice in writing to the Customer, such notice to take effect not before the first anniversary of the commencement date shown on the attached Order Form.

8.Sub-Contract

The company reserves the right to sub-contract the performance of this Agreement in whole or in part without prior notice to the Customer.

9.Termination

Unless stipulated otherwise below, this agreement shall commence on the commencement date shown on the attached Order Form hereof and shall continue until terminated by the Customer giving the Company one month’s written notice or the Company giving the customer one month’s written notice, such notice not to expire before the end of the Initial Period.

9.1 Either Party shall be entitled to give immediate notice at any time to terminate all or part of this Agreement if:

9.1.1 the other Party commits a serious or material breach of any of its obligations under this Agreement; or

9.1.2 the other Party shall be in breach of any of its obligations under this Agreement, and (where such breach is capable of remedy) having exhausted the attempts at resolution and been notified in writing of such breach, has failed to make good such breach within 14 days; or

9.1.3 a voluntary arrangement is proposed or approved or an administration receiver is appointed of any of the other Party’s assets or undertaking or a winding up resolution or petition is passed or presented (otherwise than for the purposes of a bona fide reconstruction or amalgamation on a solvent basis) or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order or other similar or equivalent action is taken against or by the other Party by reason of its insolvency or in consequence of debt; or

9.1.4 the other Party shall have a receiver, administrator or administrative receiver appointed of the whole or any part of such company’s assets; or

9.1.5 the other Party is unable to pay its debts when the fall due.

The termination of this Agreement under this clause 9.1 shall be without prejudice to the rights of the Parties hereto subsisting at the date of such termination.

10.Liability and Force Majeure

10.1 Without prejudice to the forgoing terms and conditions the liability (if any) of the Company to the Customer or any other person shall not exceed the Annual Charge. Noting in the Order shall limit or exclude either party’s liability in respect of death or personal injury arising out of performance or breach of this Order, in tort or however so arising. Without prejudice to the forgoing terms and conditions the liability (if any) of the Company to the Customer or any other person shall not exceed the Annual Charge.

10.2 Save where required by law, the Company shall not be liable to compensate the Customer for any loss of anticipated profits, damages to the Customer or its reputation or goodwill, loss of expected future business, damages, costs, expenses payable to the Customer or to any third party or any other indirect or consequential losses.

10.3 The Company shall have no liability for destruction or damage to the Customer’s data provided that the Company has taken reasonable steps with the Customer’s server provider to ensure a suitable back up processes exist. The Customer agrees to keep a copy of all data access to which shall be denied to the Company its employees or agents.

10.4 If performance of the Company is delayed or hindered by circumstances outside its control or amounting to Force Majeure as defined in the Agreement the following provisions shall apply:

10.4.1 the Company will as soon as reasonably practicable give the Customer notice of the reasons of the delay or hindrance and failing to give such notice will not prevent the Company relying on the remaining provisions of this clause and the Company will incur no liability for failure to give such notice.

10.4.2 the Company duty to perform shall be suspended for as long as the circumstances amounting to Force Majeure continue and the time for performance of the Company’s obligations shall be extended by a period equal to the duration of those circumstances.

10.4.3 if the event of Force Majuere continues for a period of 3 months or more, either party shall be entitled to terminate this Agreement with immediate effect.

11.Care of Equipment

11.1 The Customer shall house and operate any equipment covered by this Agreement in accordance with the relevant manufacturer’s instructions.

11.2 The Customer shall ensure that no part of the Equipment is modified without the prior written approval of the Company or is subjected to unusual physical or electrical stress, accident, neglect, misuse or other damage. If any such action is taken without approval the Company reserves the right to charge for any remedial action required in accordance with the Company’s current charging rate from time to time in force.

11.3 No attachment shall be made to the Equipment nor repairs or adjustments made, nor shall any part of the Equipment be moved without the Company’s prior written approval, which shall not be unreasonably withheld.

11.4 The Customer shall not use on the Equipment any stationery, magnetic media or other consumable which does not meet with the manufacturer’s specifications or which are defective.

12.Intellectual Property

The Intellectual Property Rights in the Work shall pass to and vest in the Customer or its nominee immediately upon the same having been designed, developed, written or created and the Company hereby conveys its interest therein if any, to the Customer or its nominee.

12.1 The Company shall at the request and additional expense of the Customer, execute and do all acts and things necessary to pass to and vest all right, title and interest in and to any Work in the Customer or its nominee.

12.2 To the extent permitted by law, the Company waives irrevocably, and shall procure that any subcontractor waives irrevocably, all moral rights arising under the Copyright Designs and Patents Act 1988 in relation to any Work.

13.Confidentiality and Data Protection

13.1 During this continuance of this Agreement, the Company and any subcontractors are likely to receive or become privy to Confidential Information provided by or on behalf of the Customer. The Company shall, and shall procure that the subcontractors shall, treat all such information as confidential and shall not disclose it to anyone other than the officers and employees of the Company who have a need to know such information in connection with the services. In the event that the Company is in any doubt about whether information is confidential or may be disclosed, the Company shall seek guidance from Customer.

13.2 For the avoidance of doubt, information will not be deemed to be confidential if it is in or enters the public domain other than as a result of a breach of this Agreement, or if the Company is provided with such information by any third party.

13.3 The Company shall be primarily liable for any breach of this Clause 13 by its employees and/or any subcontractors. Such liability shall include liability for the Customer’s indirect losses.

13.4 General Data Protection Regulation

13.4.1 the Company may act as a Third-Party Data Processor for its customers and therefore if personal information is held by the customer, the customer is obliged to provide a Data Controller to Data Processor contract.

13.4.2 the Company may store data on behalf of the customer. Keybridge IT partners with Microsoft, MITOL and SolarWinds for backup and storage purposes. All Keybridge IT's partners are ISO 27001 certified. Data is encrypted at rest and in transit. The data is secured in accordance with Article 32.

13.4.3 the Company will ensure Logs of Backups are stored within the relevant backup partner. Keybridge IT logs other activities within a centralised CRM system and also within a centralised monitoring platform. (Article 30.2)

13.4.4 the Company will ensure, other than storing / Backing up customer data, Keybridge IT would not do anything with customer's personal data unless specifically requested to do so by the customer. (the Data Controller). (Article 29)

13.4.5 the Company would not use any other sub processor without prior authorisation by the Data Controller. (Article 28.2)

13.4.6 the Company will co-operate with the supervisory authority (currently ICO) when required. (Article 31)

13.4.7 the Company will notify the customer (Data Controller) if there appears to have been any kind of Data Breach. (Article 33)

13.4.8 the Company does not need to appoint a Data Protection Officer. (Article 37)

14.Non-solicitation

It is a condition of this Agreement that the Customer will not solicit for themselves or any third party any employee of the Company and in the event there is a breach of this condition the Customer shall pay forthwith to the Company a sum equal to the salary of such employee or any sum payable by the Customer to the Company for the exclusive use of that employee (whichever is the greater) for an additional twelve month period following the expiration of the Agreement Term.

15.Jurisdiction

This Agreement is governed by and construed in accordance with English Law and the parties submit to the exclusive Jurisdiction of the English Courts.

16.Insurance

The Company will obtain, pay for, and maintain in full force and effect during the Term, adequate insurance having regard to its liabilities pursuant to this Order and its obligations under Applicable Law which will include the following types of insurance to the following minimum limits:

Insurance Minimum Limit Public liability insurance £5,000,000 for any one occurrence Employers' liability insurance £5,000,000 for each and every claim Professional indemnity insurance £2,000,000 for any claim or series of claims

17.General

17.1 If in the opinion of the Company the cost of repair of the Equipment or itemised part of the Equipment is in excess of seventy-five per centum of the cost to the Company of replacing the Equipment or itemised part of the Equipment or itemised part thereof becomes obsolete, the Company shall have the right to refund to the Customer the Annual Charge paid by the Customer to the Company for the Equipment or a proportional part thereof in respect of any itemised part of the Equipment and there shall be no further liability or obligation by the Company and the Customer in connection therewith.

17.2 The Customer represents and warrants that it is duly authorised and empowered to enter into this Agreement and that such authority shall continue during the term of this Agreement.

17.3 This Agreement represents the entire Agreement between the parties, save where the parties have agreed the additional software support contract as evidenced on page 1. No amendment of these terms and conditions is valid unless confirmed in writing by both parties on the same date as, or a later date than, the date of this Agreement.

17.4 Clause headings are for convenience only and shall not affect the construction of the terms and conditions of this Agreement.

17.5 No failure, delay, relaxation or indulgence on the part of either party in exercising any power or right conferred upon such party in this Agreement shall operate as a waiver of such power or right, nor shall any single or partial exercise of any such power or right preclude any other further exercise of any other power or right.

17.6 The Customer shall not assign the benefit of this Agreement without the prior written consent of the Company.

17.7 Any notice given under this Agreement by either party to the other must be in writing and may be effected by personal delivery, fax, e-mail or registered mail postage and shall in the case of personal delivery, fax or e-mail be deemed to be received on the same date as it was sent and in the case of postage within 48 hours after the date of posting. Notices sent by post shall be sent to the addresses of the parties set out on page 1 of this Agreement or to another address notified in writing to the other for such purpose after the date of this Agreement.