TERMS OF WEBSITE USE

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

Terms of website use

This terms of use (together with the documents referred to in it) tells you the terms of use on which you may make use of our website www.recell.store our site), whether as a guest or a registered user. Use of our site includes accessing, browsing, or registering to use our site.

Please read these terms of use carefully before you start to use our site, as these will apply to your use of our site. We recommend that you print a copy of this for future reference.

By using our site, you confirm that you accept these terms of use and that you agree to comply with them.

If you do not agree to these terms of use, you must not use our site.

Other applicable terms

These terms of use refer to the following additional terms, which also apply to your use of our site:

• Our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

Information about us

www.recell.store is a site operated by Altilium (“We”). We are registered in England and Wales.

Changes to these terms

We may revise these terms of use at any time by amending this page.

Please check this page from time to time to take notice of any changes we made, as they are binding on you.

Changes to our site

We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.

We do not guarantee that our site, or any content on it, will be free from errors or omissions.

Accessing our site

Our site is made available free of charge.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to our site.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Our site is directed to people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate or available in other locations. We may limit the availability of our site or any service or product described on our site to any person or geographic area at any time. If you choose to access our site from outside the United Kingdom, you do so at your own risk.

Your account and password

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at info@altilium.tech

Intellectual property rights

• All names, images, logos identifying us are proprietary marks of Altilium Metals. We do not give permission for their use by any person. Any such use may constitute an infringement of our rights.

• Trademark registration number UK00004014195, Trademark registration number UK00004014305, and Trademark registration UK00004014279 are UK registered trademarks of Altilium Metals Limited. You are not permitted to use them without our approval.

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

No reliance on information.

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.

Limitation of our liability

Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

• use of, or inability to use, our site; or

• use of or reliance on any content displayed on our site.

If you are a business user, please note that in particular, we will not be liable for:

• loss of profits, sales, business, or revenue;

• business interruption;

• loss of anticipated savings;

• loss of business opportunity, goodwill or reputation; or

• any indirect or consequential loss or damage.

If you are a consumer user, please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any goods by use to you, which will be set out in our Terms and conditions of supply.

Uploading content to our site

Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. If you are a consumer user, this means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of the Site a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in the next paragraph (Rights you licence).

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site.

We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards.

The views expressed by other users on our site do not represent our views or values.

You are solely responsible for securing and backing up your content.

Rights you licence

When you upload or post content to our site, you grant the following licenses:

• A worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that content in connection with the services provided by our site and across different media and to promote the site or services; and

• A worldwide, non-exclusive, royalty-free, transferable licence to allow third parties to use the content for their purposes.

We will only ever use your materials to carry out your instructions to us – unless, very exceptionally, a court or other regulator orders us to disclose them.

Viruses

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Linking to our site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards.

If you wish to make any use of content on our site other than that set out above, please contact quotes@recell.store

Third party links and resources in our site

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only.

We have no control over the contents of those sites or resources.

Applicable law

If you are a consumer, please note that these terms of use, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

If you are a business, these terms of use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Purchasing Terms & Conditions

These Terms and Conditions shall apply to all purchases of Goods and/or Services by Altilium Metals Ltd (Altilium) unless Altilium have expressly indicated different Conditions, Terms and Conditions or Contract shall apply to govern the purchase.

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Background IPR: means any Intellectual Property Rights which a Party makes available for the performance of this Agreement, including (but not limited to) Altilium but excluding Foreground IPR.

Altilium: means Altilium Metals Limited, of Room 205 Phase 2, Plymouth Science Park, Derriford. Plymouth Devon PL6 8BX company number 12863419 and any of it’s Group members mentioned in the Order.

Business Day: a day other than a Saturday, Sunday or public holiday in England.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8. and any other Conditions that Altilium will expressly advise the Supplier (in writing) will be included in the Contract.

Contract: the contract between Altilium and the Supplier for the supply of Goods and/or Services including Conditions, the Order and any Goods Specification or Service Specification.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

Foreground IPR: means any Intellectual Property Rights which are created during the delivery of the Services.

GDPR: General Data Protection Regulation (EU) 2016/679.

Goods Specification: any specification for the Goods, including but not limited to any related plans and drawings, pictures and certification descriptions that is agreed in writing by Altilium and the Supplier.

Goods: the goods (or any part of them) as set out in the Order.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, 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.

Order: Altilium’s order for the supply of Goods and/or Services, as set out in Altilium’s ‘purchase order form’ or letter of appointment.

Service Specification: the description or specification for Services agreed in writing by Altilium and the Supplier.

Services: the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.

Supplier: the person or firm from whom Altilium purchases the Goods and/or Services and as specified in the Order.

1.2 Interpretation:

(a) The term “person” encompasses both natural persons and corporate or unincorporated bodies, regardless of whether they have a separate legal personality.

(b) Any reference to a “party” includes that party’s successors and permitted assigns.

(c) References to a statute or statutory provision include any amendments or re-enactments of that statute or provision, as well as all subordinate legislation made under it.

(d) Any words following terms such as “including,” “include,” “in particular,” “for example,” or any similar expression should be interpreted as illustrative and not as limiting the meaning of the words, description, definition, phrase, or term that precedes those terms.

(e) References to “writing” or “written” include email but exclude fax.

2. Basis of contract

2.1 The Order represents an offer by Altilium to purchase Goods and/or Services from the Supplier under these Conditions.

2.2 The Order is considered accepted at the earliest of the following events: (a) The Supplier provides written acceptance of the Order; (b) The Supplier performs any act consistent with fulfilling the Order; (c) The Supplier issues an invoice to Altilium referencing Altilium’s Order number. The date of acceptance will be the Contract’s commencement date (Commencement Date).

2.3 These Conditions exclusively govern the Contract, overriding any other terms the Supplier may attempt to impose or incorporate, whether implied by trade, custom, practice, or course of dealing.

All these Conditions apply to the supply of both Goods and Services, except where specified otherwise.

3. Supply of Goods

3.1 The Supplier shall ensure that the Goods:

(a) correspond with their description and any applicable Goods Specification;

(b) are of satisfactory quality (within the meaning of the Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Altilium, expressly or by implication, with Altilium relying on the Supplier’s skill and judgement in this regard;

(c) where they are manufactured products, be free from defects in design, materials, and workmanship, and remain so for 12 months after delivery; and comply with all applicable statutory and regulatory requirements relating to the type of Goods.

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents, certifications, and permits necessary to carry out its obligations under the Contract regarding the Goods or as agreed between the parties.

3.3 Altilium may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing, which shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

3.4 If, following such inspection or testing, Altilium considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 3.1, Altilium shall inform the Supplier, who shall immediately take the necessary remedial action to ensure compliance.

3.5 Altilium may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4. Delivery of Goods

4.1 The Supplier shall ensure that:

(a) the Goods are properly packed and secured in a manner that enables them to reach their destination in good and undamaged condition;

(b) each delivery of the Goods is accompanied by a delivery note indicating the date of the Order, the Order number (if assigned), the type and quantity of the Goods (including the code number of the Goods where applicable), special storage instructions (if any), and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(c) the delivery note clearly states any requirement for Altilium to return any packaging material for the Goods to the Supplier. Such packaging material shall only be returned at the Supplier’s cost.

4.2 The Supplier shall deliver the Goods:

(a) on the date specified in the Order or, if no date is specified, time shall be of the essence and the Supplier must deliver the Goods as soon as possible;

(b) to the address specified in the Order or as instructed by Altilium before delivery (Delivery Location); and

(c) during Altilium’s normal hours of delivery (09:00 – 16:30) on a Business Day, or as instructed by Altilium.

4.3 Delivery of the Goods shall be deemed completed upon unloading at the Delivery Location.

4.4 If the Supplier fails to deliver the complete order, Altilium may reject the Goods, which shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity ordered and Altilium accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

4.5 The Supplier shall not deliver the Goods in instalments without Altilium’s prior written consent. If it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any instalment on time or at all, or any defect in an instalment, shall entitle Altilium to the remedies outlined in clause 6.1.

4.6 Title and risk in the Goods shall pass to Altilium upon completion of delivery.

5. Supply of Services

5.1 The Supplier shall, from the Commencement Date and for the duration of the Contract, supply the Services to Altilium in accordance with the terms of the Contract.

5.2 The Supplier shall meet any performance dates for the Services that Altilium notifies to the Supplier. Time is of the essence in relation to any of those performance dates.

5.3 In providing the Services, the Supplier shall:

(a) cooperate with Altilium in all matters relating to the Services and comply with all instructions of Altilium;

(b) perform the Services with the utmost care, skill, and diligence in accordance with best practices within the Supplier’s industry, profession, or trade;

(c) employ personnel who are suitably skilled and experienced to perform tasks assigned to them, ensuring sufficient numbers to fulfill the Supplier’s contractual obligations;

(d) ensure that the Services and Deliverables conform with all descriptions and specifications outlined in the Service Specification, and that the Deliverables are fit for any purpose that Altilium expressly or impliedly makes known to the Supplier;

(e) provide all necessary equipment, tools, vehicles, and other items required to deliver the Services;

(f) use the highest quality goods, materials, standards, and techniques, ensuring that the Deliverables, and all goods and materials supplied and utilized in the Services or transferred to Altilium, are free from defects in workmanship, installation, and design;

(g) obtain and maintain all licences and consents required for the provision of the Services at all times;

(h) comply with all applicable laws, regulations, regulatory policies, guidelines, or industry codes which may apply.

5.4 The Supplier must keep all materials, equipment, tools, drawings, specifications, and data provided by Altilium in safe custody at their own risk. They must maintain these items in good condition until they are returned to Altilium. The Supplier is not permitted to dispose of or use these items except as per Altilium’s written instructions or authorization.

5.5 The Supplier must ensure that they do nothing to cause Altilium to lose any licence, authority, consent, or permission that Altilium relies upon to conduct its business. The Supplier acknowledges that Altilium may depend on or act based on the Services and must:

(a) comply with any additional obligations set out in the Service Specification;

(b) refrain from any action or omission that may cause Altilium to lose any licence, authority, consent, or permission upon which it relies for conducting its business;

(c) adhere to any additional obligations outlined in the Service Specification.

6. Altilium remedies

6.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, Altilium shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:

(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;

(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;

(c) to recover from the Supplier any costs incurred by Altilium in obtaining substitute goods and/or services from a third party;

(d) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and

(e) to claim damages for any additional costs, loss, or expenses incurred by Altilium which are attributable to the Supplier’s failure to meet such dates.

6.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or remedies available to it, Altilium shall have one or more of the following rights, whether or not it has accepted the Goods:

(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;

(b) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;

(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

(e) to recover from the Supplier any expenditure incurred in obtaining substitute goods from a third party; and

(f) to claim damages for any additional costs, loss, or expenses incurred by Altilium arising from the Supplier’s failure to supply Goods in accordance with clause 3.1.

6.3 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.

6.4 Altilium’s rights under the Contract are in addition to its rights and remedies implied by statute and common law.

7. Altilium’s obligations

7.1 Altilium shall:

(a) provide the Supplier with reasonable access at reasonable times to Altilium’s premises for the purpose of providing the Services or delivering the Goods;

(b) provide such necessary information for the provision of the Services as the Supplier may reasonably request

8. Charges and payment

8.1 The price for the Goods:

(a) shall be the price stated in the Order, or if no price is quoted, the price listed in the Supplier’s published price list effective on the Commencement Date; and

(b) shall include the costs of packaging, insurance, and carriage of the Goods. No additional charges shall be applicable unless agreed upon in writing and signed by both parties.

8.2 The charges for the Services shall be specified in the Order and shall represent the full and exclusive remuneration of the Supplier for the performance of the Services. Unless otherwise agreed in writing by Altilium, the charges shall encompass all costs and expenses of the Supplier directly or indirectly related to the performance of the Services.

8.3 For the supply of Goods, the Supplier shall invoice Altilium upon or after the completion of delivery. For the supply of Services, the Supplier shall invoice Altilium upon completion of the Services. Each invoice shall include supporting information as required by Altilium to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.

8.4 In consideration of the supply of Goods and/or Services by the Supplier, Altilium shall pay the invoiced amount within the specified period from the date of the correctly rendered invoice to the bank account nominated in writing by the Supplier.

8.5 All amounts payable by Altilium under the Contract are exclusive of VAT. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to Altilium, Altilium shall, upon receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time payment is due for the supply of the Goods and/or Services.

8.6 The Supplier shall maintain complete and accurate records of the time spent and materials used in providing the Services, and shall allow Altilium to inspect such records at reasonable times upon request.

8.7 Altilium may at any time, without notice to the Supplier, set off any liability of the Supplier to Altilium against any liability of Altilium to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise of this right shall not limit or affect any other rights or remedies available under the Contract or otherwise.

9. Intellectual Property Rights Services

9.1 All Background IPR is and shall remain the exclusive property of the Party owning it or, where applicable, the third party from which the Party’s right to use the Background IPR has derived, to allow for the delivery of the Services and provide any Deliverables.

9.2 The Supplier grants Altilium a worldwide, non-exclusive, irrevocable, royalty-free, and non-transferable license to use its Background IPR.

9.3 Altilium shall own all Foreground IPR in the results and all materials embodying such rights to the fullest extent permitted by law.

9.4 The Supplier undertakes to Altilium:

(a) to do all acts necessary to confirm that absolute title and all Intellectual Property Rights in all Foreground IP and Deliverables have passed, or will pass, to Altilium;

(b) not to register nor attempt to register any of the Foreground IPR in the Deliverables, unless requested to do so by Altilium; and

(c) not to give permission to any third party to use any of the Deliverables, nor any of the Foreground IPR in the same.

9.5 Nothing in this Contract shall grant, assign or confer any right, including any Intellectual Property Right in the Materials, to the Supplier.

10. Indemnity

10.1 The Supplier shall indemnify Altilium 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 professional costs and expenses) suffered or incurred by Altilium arising out of or in connection with:

(a) any claim made against Altilium for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply, or use of the Goods, or receipt, use, or supply of the Services (excluding Altilium), or use of the Deliverables or publication of the Deliverables;

(b) any claim made against Altilium by a third party for death, personal injury, or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; and

(c) any claim made against Altilium by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services.

10.2 This clause 10 shall survive termination of the Contract.

11. Data protection and data processing

11.1 Both parties shall comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, Altilium is the data controller, and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

11.3 Without prejudice to the generality of clause 11.1, Altilium shall ensure that it has obtained all necessary appropriate consents and Data (as defined in the Data Protection Legislation) required to provide to the Supplier for the duration and purposes of the Contract.

11.4 Without prejudice to the generality of clause 11.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:

(a) Process that Personal Data only on the written instructions of Altilium unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (Applicable Data Processing Laws). Where the Supplier relies on the laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify Altilium of this before performing the processing during the term of the Contract and for a period of 6 years required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit the Supplier from so notifying Altilium;

(b) Ensure that it has in place appropriate technical and organisational measures, which may be reviewed and approved by Altilium, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, considering the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that the 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);

(c) Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

(d) Not transfer any Personal Data outside of the European Economic Area unless the prior written consent of Altilium has been obtained and the following conditions are fulfilled:

(i) Altilium or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) The Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;

(iii) The Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) The Supplier complies with reasonable instructions notified to it in advance by Altilium with respect to the processing of the Personal Data;

(e) Assist Altilium 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;

(f) Notify Altilium without undue delay upon becoming aware of a Personal Data breach;

(g) At the written direction of Altilium, delete or return Personal Data and copies thereof to Altilium on termination of the agreement unless required by Applicable Data Processing Law to store the Personal Data; and

(h) Maintain complete and accurate records and information to demonstrate its compliance with this clause 11.

12. Insurance – Services

The Supplier must maintain professional indemnity, product liability, and public liability insurance with a reputable insurer during the Contract term and for 6 years after. Upon Altilium’s request, the Supplier shall provide the insurance certificate and proof of the current year’s premium for each insurance.

13. Confidentiality

13.1 Neither party shall disclose any confidential information about the business, affairs, clients, or suppliers of the other party, except as allowed in 13.2.

13.2 Confidential information can be disclosed:

(a) to employees, officers, representatives, or advisers needing it for contractual obligations, ensuring they comply with this clause;

(b) if required by law, court, or regulatory authority.

13.3 Confidential information shall only be used to fulfil contractual obligations.

13.4 The Supplier must not share any confidential information with third parties, including subcontractors, without written consent from Altilium.

14. Termination

14.1 Without prejudice to any other rights or remedies available, Altilium may terminate the Contract:

(a) With immediate effect by providing written notice to the Supplier if:

(i) There is a change of control of the Supplier; or

(ii) The financial condition of the Supplier deteriorates to such an extent that, in Altilium’s opinion, the Supplier’s ability to fulfil its obligations under the Contract is compromised; or

(iii) The Supplier breaches clause 5.3; or

(iv) It is discovered that the Supplier has provided false or inaccurate information on the Altilium New Supplier Form.

(b) For convenience, by giving the Supplier one month’s written notice.

14.2 Without prejudice to any other rights or remedies available, the Supplier may terminate the Contract by providing no less than eight weeks’ written notice to Altilium (unless otherwise agreed in writing between the Supplier and Altilium).

14.3 Without prejudice to any other rights or remedies available, either party may terminate the Contract with immediate effect by providing written notice to the other party if:

(a) The other party commits a material breach of any term of the Contract which is irremediable, or (if such breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;

(b) The other party takes any step or action in connection with its administration, provisional liquidation, or any arrangement with its creditors (other than for solvent restructuring), is wound up (whether voluntarily or by court order, unless for the purpose of solvent restructuring), has a receiver appointed over any of its assets, or ceases to carry on business; or

(c) The other party suspends, threatens to suspend, ceases, or threatens to cease carrying on all or a substantial part of its business.

15. Consequences of termination

15.1 If the Contract ends early, the Supplier must immediately deliver all Deliverables to Altilium, complete or not, and return all Altilium property. If the Supplier fails, Altilium may enter their premises to retrieve them. The Supplier is responsible for their safekeeping until returned and must not use them for any unrelated purpose.

15.2 Ending the Contract does not affect any existing rights and remedies, including claims for damages due to breaches before termination or expiry.

15.3 Any Contract terms intended to apply after termination or expiry will remain effective.

16. Force majeure

No party shall be considered in breach of the Contract or liable for delays or failures in fulfilling any of its obligations under the Contract, provided that such delays or failures are due to events, circumstances, or causes beyond its reasonable control. Should the period of delay or non-performance extend for two weeks, the unaffected party has the right to terminate this agreement by delivering a written notice of 14 days to the affected party.

17. General

17.1 Assignment and Other Dealings.

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

(b) The Supplier 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 Altilium.

17.2 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and delivered by hand, by pre-paid first-class post, or other next working day delivery service to its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order.

(b) A notice or other communication shall be deemed to have been received: if delivered by hand, upon signature of a delivery receipt or when left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by email, at the time of transmission, or if this time falls outside business hours at the place of receipt, when business hours resume. In this clause 17.2(b), business hours means 0900 to 1700 Monday to Friday on a day that is not a public holiday in the place of receipt.

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

17.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

17.4 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 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 under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.5 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 as the agent of the other, or authorize either party to make or enter into any commitments for or on behalf of the other party.

17.6 Entire Agreement. 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.

17.7 Third Party Rights. Unless it expressly states otherwise, 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.

17.8 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless agreed in writing and signed by the parties or their authorized representatives.

17.9 Governing Law. 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.

17.10 Jurisdiction. 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 or formation.