Terms and Conditions

PQS TECH SOLUTIONS – SURVEYING TERMS AND CONDITIONS OF SUPPLY
If you purchase any PQS's general surveying services, these terms and
conditions will apply.
1. Definitions and Interpretation
1.1 The following definitions and rules of interpretation apply in these
Conditions:
"Business Day" means a day other than a Saturday, Sunday or public holiday
in England, when banks in London are open for business.
"Commencement Date" has the meaning given in clause 2.1.
"Conditions" means these terms and conditions, as amended from time to
time in accordance with clause 12.8.
"Consumer Prices Index" means the Consumer Prices Index (CPI) (all items)
(United Kingdom).
"Contract" meansthese Conditions and the SOW.
"Control" has the meaning given in section 1124 of the Corporation Tax Act
2010, and the expression change of Control shall be interpreted accordingly.
"Customer" means the person or firm who purchases the Services from PQS.
"Customer Default" has the meaning given in clause 9.5.
"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 the
guidance and codes of practice issued by the Information Commissioner or
other relevant regulatory authority and applicable to a party.
"Deliverables" means the deliverables set out in the SOW (including but not
limited to technical drawingsrelated to the Services) produced by PQS for the
Customer.
"Force Majeure Event" has the meaning given to it in clause 11.
"Intellectual Property Rights" means patents, rights to inventions, copyright
and related rights, moral rights, trade marks, business names and domain
names, rights in get-up, goodwill and the right to sue for passing off or unfair
competition, rights in designs, rights in computer software, 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.
"PQS" means PQS TECH SOLUTIONS LIMITED, a company incorporated in
England and Wales under company number 07877176 with registered
address at New Chartford House, Centurion Way, Cleckheaton, West
Yorkshire BD19 3QB.
"Scope of Work" or "SOW" means the document or other written
communication that details the Customer's order for the supply of Services
and the description and/or specification of the Services.
"Services" means the surveying services supplied by PQS to the Customer as
set out in the SOW.
"UK GDPR" has the meaning given to it in section 3(10) (as supplemented by
section 205(4)) of the Data Protection Act 2018.
1.2 A person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality).
1.3 A reference to a party includes itssuccessors and permitted assigns.
1.4 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.
1.5 Any words following the terms including, include, in particular, for example
or any similar expression shall be interpreted as illustrative and shall not limit
the sense of the words preceding those terms.
1.6 A reference to writing or written excludes fax but not email.
2. Basis of contract
2.1 Further to an enquiry made by a Customer to purchase Services, PQS shall
assess whether it is able to perform the requested Services and if it is able to
do so, PQS shall submit a SOW to the Customer. The Customer shall confirm
the content of the SOW with PQS in writing which shall constitute an offer by
the Customer to purchase the Services. The Customer's offershall be deemed
accepted when PQS either acceptsit in writing or commences provision of the
Services at which point the Contract shall be formed ("Commencement
Date").
2.2 The Contract shall continue until all of the Services have been delivered or
until such Contract is terminated in accordance with clause 10 of these
Conditions.
2.3 Any samples, drawings, descriptive matter or advertising issued by PQS and
any descriptions of the Products or illustrations or descriptions of the Services
contained in PQS's catalogues, brochures or website are issued or published
for the sole purpose of giving an approximate idea of the Services described

in them. They shall not form part of the Contract nor have any contractual
force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms
that the Customer seeks to impose or incorporate (whether on a purchase
order or otherwise), or which are implied by law, trade custom, practice or
course of dealing.
3. Supply of Services
3.1 PQS warrants to the Customer that the Services will be provided using
reasonable care and skill.
3.2 PQS shall supply the Services to the Customer in accordance with the SOW in
all material respects.
3.3 PQS shall use all reasonable endeavours to meet any performance dates for
the Services specified in the SOW, but any such dates shall be estimates only
and time shall not be of the essence for the performance of the Services.
3.4 PQS reserves the right to amend the SOW if necessary to comply with any
applicable law or regulatory requirement, or if the amendment will not
materially affect the nature or quality of the Services, and PQS shall notify the
Customer in any such event.
3.5 Legal title in the drawings, files and/or reports and the information contained
within all drawings, files and/or reports shall not pass to the Client until all sums
due on the account, including any interest payable, have been settled in full.
4. Customer's obligations
4.1 The Customer shall:
(a) ensure that the information in the SOW is complete and accurate;
(b) co-operate with PQS in all matters relating to the Services;
(c) (if applicable) prepare the Customer's premises for supply of the Services and
provide PQS, its employees, agents, consultants and subcontractors, with
access to the Customer's premises, office accommodation and other facilities
as reasonably required by PQS to provide the Services;
(d) (if applicable) act in accordance with applicable laws to ensure that any site
location in which the Services are to be delivered shall not expose any
personnel of either the Customer, PQS or any other third party, to any health
or safety risk that may cause harm to such personnel;
(e) provide PQS with such information and materials as PQS may reasonably
require in order to supply the Services, and ensure that such information is
complete and accurate in all material respects;
(f) if requested by PQS, ensure that any site location in which the Services are to
be delivered has and maintains sufficient access to the internet in order to
ensure that the Services can be effectively delivered;
(g) ensure that it has in place the relevant hardware and/or software to allow it
to effectively be in receipt of the Services;
(h) obtain and maintain all necessary licences, permissions and consents which
may be required in relation to the Services before the date on which the
Services are to start; and
(i) comply with all applicable laws.
5. Price and payment
5.1 The price for the Services shall be as set out in the SOW or, if no price is
quoted, the price shall be calculated in accordance with PQS' published price
list as at the date of the SOW.
5.2 PQS reserves the right to adjust the charges for any Services at any time to
reflect any increase in the cost of providing the Services due to:
(a) increases indicated by the percentage increase in the Consumer Prices Index
during the previous 3 months; or
(b) any factor beyond the control of PQS (including foreign exchange
fluctuations, increases in taxes and duties, and increases in labour, fuel,
materials and other costs); or
(c) any request by the Customer to change the Services (i.e. the delivery dates or
the content of the SOW).
5.3 PQS shall invoice the Customer on and/or at any time after the relevant
Contract is formed for the Services. The Customer shall pay each invoice
submitted by PQS:
(a) within 30 (thirty) days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by PQS,
and
time for payment shall be of the essence of the Contract.
5.4 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
PQS to the Customer, the Customer shall, on receipt of a valid VAT invoice
from PQS, pay PQS such additional amounts in respect of VAT as are
chargeable on the supply of the Services at the same time as payment is due
for the supply of the Services.
5.5 If the Customer fails to make any payment due to PQS under the Contract by
the due date, then, without limiting PQS's remedies under clause 10, 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 5.5 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%.
5.6 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).

6. Intellectual Property Rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the
Services shall be owned by PQS.

6.2 The Customer grants PQS a fully paid-up, non-exclusive, royalty-free non-
transferable licence to copy and modify any materials provided to PQS by the

Customer for the term of the Contract for the purpose of providing the
Services to the Customer.
6.3 Except for the rights specified within this clause 6, neither PQS nor the
Customer grants the other any right, licence or other right to use any of its
Intellectual Property Rights.
7. Data protection
The terms Controller, Processor, Data Subject, Personal Data, Personal Data
Breach, processing and appropriate technical and organisational measures
shall be as defined in the Data Protection Legislation.
7.1 It is not anticipated by either party that any processing of personal data will
occur further to delivery of the Services, however to the extent that any
personal data is processed, this clause 7 will apply.
7.2 Both parties will comply with all applicable requirements of the Data
Protection Legislation. This clause 7 is in addition to, and does not relieve,
remove or replace, a party's obligations or rights under the Data Protection
Legislation.
7.3 More information surrounding how PQS processes personal data can be
found at https://www.pqstech.co.uk/privacy-policy/.
8. Confidentiality
8.1 Each party undertakes that it shall not at any time during the Contract, and
for a period of 5 (five) years after termination of the Contract, disclose to any
person any confidential information concerning the business, assets, 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 8.2.
8.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors or subcontractors 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 disclosesthe other party's confidential
information comply with this clause 8; and
(b) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
8.3 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.
9. Limitation of liability
9.1 The restrictions on liability in this clause 9 apply to every liability arising under
or in connection with the Contract including liability in contract, tort
(including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in the Contract limits any liability which cannot legally be limited,
including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be limited under the laws of England and Wales.
9.3 The Customer acknowledges that it is solely responsible for the proper
maintenance, operation and support of any of its hardware and/or
equipment that is used in connection with its receipt of the Services and the
Customer assumes all risk related to the proper maintenance, operation and
support of any of its hardware and/or equipment.
9.4 Subject to clause 9.2, PQS shall have no liability for:
(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 or damage to hardware;
(g) wasted expenditure;
(h) loss of or damage to goodwill; and
(i) indirect or consequential loss.
9.5 Subject to clause 9.2, PQS's total liability to the Customer shall not exceed the
total charges paid or payable by the Customer under the Contract in the
preceding 12 (twelve) month period, or if the Contract has not been ongoing
for a period of 12 (twelve) months or more the total charges paid or due to
be paid by the Customer in the first 12 (twelve) months of the Contract.
9.6 Notwithstanding the other rights and remedies set out within this clause 9, if
PQS'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"):
(a) without limiting or affecting any other right or remedy available to it, PQS
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 PQS's
performance of any of its obligations;

(b) PQS shall not be liable for any costs or losses sustained or incurred by the
Customer arising directly or indirectly from PQS's failure or delay to perform
any of its obligations as set out in this clause 9.6; and
(c) the Customer shall reimburse PQS on written demand for any costs or losses
sustained or incurred by PQS arising directly or indirectly from the Customer
Default.
9.7 Except as expressly set out in these Conditions, all warranties, conditions and
other terms implied by statute or common law or otherwise are, to the fullest
extent permitted by law, excluded from the Contract.
9.8 This clause 9 shallsurvive termination of the Contract.
10. Termination and consequences of termination
10.1 Without affecting any other right or remedy available to it, PQS may
terminate the Contract on 30 days' written notice to the Customer.
10.2 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:
(a) 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
29 (twenty eight) days after receipt of notice in writing to do so;
(b) 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,
unlessfor the purpose of a solventrestructuring), having a receiver appointed
to any of its assets or ceasing to carry on business; or
(c) 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.
10.3 Without affecting any other right or remedy available to it, PQS may
terminate the Contract for any other contract between PQS and the Customer
with immediate effect by giving written notice to the Customer if:
(a) the Customer failsto pay any amount due under the Contract on the due date
for payment and remains in default not less than 7 (seven) days after being
notified to make such payment;
(b) there is a change of Control of the Customer.
10.4 On termination of the Contract:
(a) the Customer shall immediately pay to PQS all of PQS's outstanding unpaid
invoices and interest and, in respect of the Services supplied but for which no
invoice has been submitted, PQS shall submit an invoice, which shall be
payable by the Customer immediately on receipt;
(b) any licences granted by either party to the other party under or in connection
with the Contract shall immediately cease.
10.5 Termination of the Contract shall not affect any rights, remedies, obligations
and liabilities of the parties that have accrued up to the date of termination,
including the right to claim damages in respect of any breach of the Contract
which existed at or before the date of termination.
10.6 Any provision of the Contract that expressly or by implication is intended to
have effect after termination shall continue in full force and effect.
11. Force majeure
11.1 Neither party shall be in breach of the Contract or otherwise liable for any
failure or delay in the performance of its obligations if such delay or failure
results from events, circumstances or causes beyond its reasonable control
("Force Majeure Event"). The time for performance of such obligations shall
be extended accordingly. If the period of delay or non-performance continues
for 3 (three) months, the party not affected may terminate the Contract by
giving 14 (fourteen) days' written notice to the affected party.
12. General
12.1 Assignment and other dealings
(a) PQS 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.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract,
delegate, declare a trust over or deal in any other manner with any of itsrights
and obligations under the Contract without the prior written consent of PQS.

PQS TECH SOLUTIONS – VRS LICENCE TERMS AND CONDITIONS OF SUPPLY
If you purchase accessto a Topnet VRS Licence from PQS, these terms and
conditions will apply.
1. Definitions and Interpretation
1.1 The following definitions and rules of interpretation apply in these Conditions:
"Administrative Reinstatement Fee" has the meaning given in clause 6.4, the sum of
which shall be £50 (fifty pounds) unless otherwise stated in the SOW.
"Business Day" means a day other than a Saturday, Sunday or public holiday in England,
when banks in London are open for business.
"Commencement Date" has the meaning given in clause 2.1.
"Conditions" means these terms and conditions, as amended from time to time in
accordance with clause 13.8.
"Consumer Prices Index" means the Consumer Prices Index (CPI) (all items) (United
Kingdom).
"Contract"meansthe contract between PQS and the Customerfor the supply of Services
in accordance with these Conditions.
"Control" hasthemeaning given in section 1124 ofthe Corporation TaxAct 2010, and the
expression change of Control shall be interpreted accordingly.
"Customer"means the person or firmwho purchasesthe Servicesfrom PQS.
"Customer Default" has the meaning given in clause 10.6.
"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 the guidance and codes of practice issued by the
Information Commissioner or other relevant regulatory authority and applicable to a
party.
"Deliverables" means any deliverables produced by PQS for the Customer as set out in
the SOW.
"Devices" means a Global Navigation System (GNSS) receiver hardware device and one
or more wireless communication device that supports GSM or GPRS 3G/4G/5G wireless
services. Please note that to receive data via GPRS the Devices must support the public
domain NTRIP protocol (Networked Transport of RTCM via Internet Protocol.
"Force Majeure Event" has the meaning given in clause 12.
"Intellectual Property Rights" means patents, rights to inventions, copyright and related
rights, moral rights, trade marks, business names and domain names, rights in get-up,
goodwill and the rightto sue for passing off or unfair competition,rightsin designs,rights
in computer software, 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 casewhetherregistered 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.
"PQS" means PQS TECH SOLUTIONS LIMITED, a company incorporated in England and
Wales under company number 07877176 with registered address at New Chartford
House, Centurion Way, Cleckheaton, West Yorkshire BD19 3QB.
"Provider" means Topcon Europe Positioning B.V. or other Topcon subsidiary providing
the Software that is accessible to the Customer.
"Scope of Work" or "SOW" means the document or other written communication that
details the Customer's order for the supply of Services, and the relevant details and
specification of the Services.
"Services" means:
(i) PQS' facilitation and provision of access to (and use of) the Software to the Customer;
(ii) PQS' facilitation of any wireless data plan required for the Customer to effectively
use the Software; and
(iii) any supplementary assistance provided by PQS to the Customer to enable it to use
the Software,
as set out in the SOW.
"Software" meansthe Provider's'Topnet Live Services'software.
"UK GDPR" has the meaning given to it in section 3(10) (as supplemented by section
205(4)) of the Data Protection Act 2018.
1.2 A person includes a natural person, corporate or unincorporated body (whether or
not having separate legal personality).
1.3 A reference to a party includes itssuccessors and permitted assigns.
1.4 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.
1.5 Any words following the terms including, include, in particular, for example or any
similar expression shall be interpreted as illustrative and shall not limit the sense of the
words preceding those terms.
1.6 A reference to writing or written excludes fax but not email.
2. Basis of contract
2.1 Further to an enquiry made by a Customer to purchase Services, PQS shall assess
whether it is able to perform the requested Services and if it is able to do so, PQS shall
submit a SOW to the Customer. The Customer shall confirm the content of the SOW with
PQS (either by issuing a purchase order or by otherwise confirming in writing) which shall
constitute an offer by the Customer to purchase the Services. PQS shall accept the
Customer's offer (either by confirming acceptance in writing or by commencing provision
of the Services), at which point the Contract shall be formed ("Commencement Date").
2.2 The Contract shall continue until all of the Services have been delivered or until such
Contract is terminated in accordance with clause 11 of these Conditions.

2.3 Any samples, drawings, descriptive matter or advertising issued by PQS and any
descriptions of the Products or illustrations or descriptions of the Services contained in
PQS's catalogues, brochures or website are issued or published for the sole purpose of
giving an approximate idea of the Services described in them. They shall not form part of
the Contract nor have any contractual force.
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.
3. Supply of Services
3.1 PQS warrants to the Customer that the Services will be provided using reasonable
care and skill.
3.2 PQS reserves the right to amend the SOW if necessary to comply with any applicable
law, regulatory requirement or mandate issued by the Provider, or if the amendment will
not materially affect the nature or quality of the Services, and PQS shall notify the
Customer in any such event.
4. Software Warranty
4.1 The Customer acknowledges that the Software is provided by the Provider and not
PQS. PQS makes no representation, warranty or guarantee asto the reliability, timeliness,
quality, suitability, availability, accuracy or completeness of the Software, the content
contained on the Software or any access thereto, and PQS gives no representation or
warranty that:
(a) the use of the Software will be secure, timely, uninterrupted or error-free or that the
Software will effectively operate in combination with the Customer's own hardware,
software, systems or data; and
(b) the Software will meet the Customer'srequirements or expectations.
4.2 PQS will (in so far as it is able) pass on to the Customer the benefit of any warranty
relating to the Software which the Provider gives PQS in relation to such Software.
5. Customer's obligations
5.1 The Customer shall, at all times, comply with the Provider's terms and conditions of
supply of the Software (i.e. "Topnet Live GNSS Network Service Terms of Service") which
can be found on the Provider's website, or shall be made available to the Customer by
PQS on request.
5.2 The Customer shall:
(a) ensure that the information in the SOW is complete and accurate;
(b) co-operate with PQS in all matters relating to the Services;
(c) provide PQS with such information and materials as PQS may reasonably require in
order to supply the Services, and ensure that such information is complete and accurate
in all material respects;
(d) ensure that it has possession or control of the relevant Devices to allow it to
effectively use the Software;
(e) ensure that any site location in which the Services are to be delivered has and
maintains sufficient access to the internet in order to ensure that the Services can be
effectively delivered;
(f) (if applicable) prepare the Customer's premises for supply of the Services and
provide PQS, its employees, agents, consultants and subcontractors, with access to the
Customer's premises, office accommodation and other facilities as reasonably required
by PQS to provide the Services;
(g) (if applicable) act in accordance with applicable laws to ensure that any site location
in which the Services are to be delivered shall not expose any personnel of either the
Customer, PQS or any other third party, to any risk to health or safety that may cause
harm to such personnel;
(h) obtain and maintain all necessary licences, permissions and consents which may be
required for the Customer to be in receipt of the Services before the date on which the
Services are to start; and
(i) comply with all applicable laws.
5.3 Notwithstanding the other rights and remedies set out within clause 10, if PQS'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 under this Agreement ("Customer Default"):
(a) without limiting or affecting any other right or remedy available to it, PQS shall have
the right to suspend performance of the Services and remove the Customer's access to
the Software 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 PQS's performance of any of its
obligations;
(b) PQS shall not be liable for any costs or losses sustained or incurred by the Customer
arising directly or indirectly from PQS's failure or delay to perform any of its obligations
as set out in this clause 5.3; and
(c) the Customer shall reimburse PQS on written demand for any costs or losses
sustained or incurred by PQS arising directly or indirectly from the Customer Default.
6. Price and payment
6.1 The price for the Services shall be as set out in the SOW or, if no price is quoted, the
price shall be calculated in accordance with PQS' published price list as at the date of the
SOW.
6.2 PQS reserves the right to adjust the charges for any Services at any time to reflect
any increases in the cost of delivering the Services due to any increase in the Price of the
Software as implemented by the Provider.
6.3 PQS shall invoice the Customer on and/or at any time after the relevant Contract is
formed for the Services. The Customer shall pay each invoice submitted by PQS:
(a) within 30 (thirty) days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by PQS, and
time for payment shall be of the essence of the Contract.

6.4 If the Customer's access to the Software is removed or suspended by the Provider
further to the Customer's breach of this Agreement, provided that PQS does not
terminate the Contract and the Provider gives its consent for the Customer's access to
the Software to be reinstated, PQS reserves the right to charge the Customer the
Administrative Reinstatement Fee to facilitate such reinstatement.
6.5 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 PQS to the Customer, the
Customer shall, on receipt of a valid VAT invoice from PQS, pay to PQS such additional
amounts in respect of VAT as are chargeable on the supply of the Services at the same
time as payment is due for the supply of the Services.
6.6 If the Customer fails to make any payment due to PQS under the Contract by the due
date, then, without limiting PQS's remedies under clause 11, 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 6.6 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%.
6.7 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).
7. Intellectual Property Rights
7.1 All Intellectual Property Rights in or arising out of or in connection with the Software
shall be owned by the Provider. Nothing in the Contract grants the Customer any right of
ownership to the Software.
8. Data protection
The terms Controller, Processor, Data Subject, Personal Data, Personal Data Breach,
processing and appropriate technical and organisational measuresshall be as defined in
the Data Protection Legislation.
8.1 It is not anticipated by either party that any processing of personal data will occur
further to delivery of the Services, however to the extent that any personal data is
processed, this clause 8 will apply.
8.2 Both parties will comply with all applicable requirements of the Data Protection
Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a
party's obligations or rights under the Data Protection Legislation.
8.3 More information surrounding how PQS processes personal data can be found at
https://www.pqstech.co.uk/privacy-policy/.
9. Confidentiality
9.1 Each party undertakes that it shall not at any time during the Contract, and for a
period of 5 (five) years after termination of the Contract, disclose to any person any
confidential information concerning the business, assets, 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 9.2.
9.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors or subcontractors 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 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
9.3 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.
10. Limitation of liability
10.1 The restrictions on liability in this clause 10 apply to every liability arising under or in
connection with the Contract including liability in contract, tort (including negligence),
misrepresentation, restitution or otherwise.
10.2 Nothing in the Contract limits any liability which cannot legally be limited, including
liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be limited under the laws of England and Wales.
10.3 The Customer acknowledgesthat it issolely responsible for the proper maintenance,
operation and support of any of its hardware and/or equipment that is used in connection
with its receipt of the Services and the Customer assumes all risk related to the proper
maintenance, operation and support of any of its hardware and/or equipment.
10.4 PQS shall have no liability to the Customer for: (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 or damage to hardware; (g)
wasted expenditure; (h) loss of or damage to goodwill; and (i) indirect or consequential
loss.
10.5 PQS's total liability to the Customer shall not exceed the total charges paid or
payable by the Customer under the Contract in the preceding 12 (twelve) month period,
or if the Contract has not been ongoing for a period of 12 (twelve) months or more the
total charges paid or due to be paid by the Customer in the first 12 (twelve) months of
the Contract.
10.6 THE CUSTOMER SHALL INDEMNIFY PQS, AND KEEP PQS INDEMNIFIED, AGAINST ALL
LIABILITIES, COSTS, EXPENSES, DAMAGES AND LOSSES (INCLUDING BUT NOT LIMITED TO
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 REASONABLE PROFESSIONAL COSTS AND EXPENSES)
SUFFERED OR INCURRED BY PQS ARISING OUT OF OR IN CONNECTION WITH THE

CUSTOMER'S BREACH OF THESE CONDITIONS (INCLUDING WITHOUT LIMITATION THE
CUSTOMER'S OBLIGATION UNDER CLAUSE 5.1).
10.7 Except as expressly set out in these Conditions, all warranties, conditions and other
terms implied by statute or common law or otherwise are, to the fullest extent permitted
by law, excluded from the Contract.
10.8 This clause 10 shall survive termination of the Contract.
11. Termination and consequences of termination
11.1 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:
(a) 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 25 (twenty five) days
after receipt of notice in writing to do so;
(b) 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 solventrestructuring), obtaining amoratorium, 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
(c) 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.
11.2 Without affecting any other right or remedy available to it, PQS may terminate the
Contract (any other contract between PQS and the Customer) with immediate effect by
giving written notice to the Customer if:
(a) the Customer breaches clause 5.1 of these Conditions;
(b) the Customer fails to pay any amount due under the Contract on the due date for
payment and remains in default not less than 7 (seven) days after being notified to make
such payment;
(c) there is a change of Control of the Customer.
11.3On termination of the Contract:
(a) the Customer shall immediately pay to PQS all of PQS's outstanding unpaid invoices
and interest and, in respect of the Services supplied but for which no invoice has been
submitted, PQS shall submit an invoice, which shall be payable by the Customer
immediately on receipt;
(b) the Customer's access to the Software shall immediately cease;
(c) any licences granted by either party to the other party under or in connection with
the Contract shall immediately cease.
11.4 Termination of the Contract shall not affect any rights, remedies, obligations and
liabilities of the parties that have accrued up to the date of termination, including the
right to claim damages in respect of any breach of the Contract which existed at or before
the date of termination.
11.5 Any provision of the Contract that expressly or by implication is intended to have
effect after termination shall continue in full force and effect.
12. Force majeure
12.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or
delay in the performance of its obligations if such delay or failure results from events,
circumstances or causes beyond itsreasonable control ("Force Majeure Event"). The time
for performance of such obligations shall be extended accordingly. If the period of delay
or non-performance continues for 3 (three) months, the party not affected may
terminate the Contract by giving 14 (fourteen) days' written notice to the affected party.
13. General
13.1 Assignment and other dealings
(a) PQS 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.
(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 obligations
under the Contract without the prior written consent of PQS.
13.2 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in
writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery
service at its registered office or its principal place of business;
(ii) sent by email to the addresses specified in the relevant SOW or the email used by
the relevant party to communicate with the other party in relation to the Contract if no
email is specified in the SOW.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by next working day delivery service, at 9.00 am on the second Business Day
after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside business
hours in the place of receipt, when business hours resume (business hours being between
the times of 9:00am and 5:00pm).
(c) 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.
13.3 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 13.3 the partiesshall negotiate in good faith
to agree a replacement provision that, to the greatest extent possible, achieves the
commercial result of the original provision.

13.4Waiver. A waiver of any right or remedy is only effective if given in writing and shall
not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise,
or the single or partial exercise of, any right or remedy shall not waive that or any other
right or remedy, nor shall it prevent or restrict the further exercise of that or any other
right or remedy.
13.5No partnership or agency. Nothing in the Contract isintended to, orshall 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.
13.6 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on 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.
13.7 Third party rights. The Contract does not give rise to any rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be
effective unless it is agreed in writing and signed by the parties (or their authorised
representatives).
13.9Governing law and jurisdiction. The Contract and any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection with it or its subject
matter or formation shall be governed by and construed in accordance with the law of
England and Wales. Each party irrevocably agrees that the courts of England and Wales
shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with the Contract or its subject matter
orformation.

13.17 Governing law and jurisdiction.
The Contract and any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with it or its subject matter or formation shall be governed
by and construed in accordance with the law of England and Wales. Each party irrevocably
agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any
dispute or claim (including non-contractual disputes or claims) arising out of or inarising out of or in
connection with the Contract or its subject matter or formation.