The One Solution General Terms and Conditions

1 AGREEMENT STRUCTURE:

This Agreement shall be comprised of the following documents: The Commercial Terms; Any applicable Service Terms; These General Terms and Conditions, any schedules to it, any additional order (where applicable) and any other document expressly referred to hereunder (“Agreement”). In the event of a conflict, the documents are listed in the order of precedence that they have over each other.

2 DEFINITIONS:

2.1 In this Agreement the following expressions shall have the following meanings:

“Agreement” shall have the meaning given to it in clause 1.

“Airtime” means the cellular mobile telecommunications airtime and network capacity procured from the MNO to facilitate the Mobile Services.

“Airtime Agreement” means the agreement entered into between the Customer and the MNO for the Mobile Services.

“Airtime Subsidy” means the Subsidy used to subsidise charges for Airtime that The One Solution provides to the Customer as part of the Customer’s Subsidy entitlement, further described in the Commercial Terms. The Airtime Subsidy is available to the Customer for the term of the Airtime Agreement only, after such time the Customer’s right to any Airtime Subsidy shall expire. Unless otherwise stated, the Airtime Subsidy shall be provided either as a standing order into the Customer’s designated bank account or upon submission of an invoice as determined by The One Solution in its sole discretion.

“Cash Back” means the sum of money that The One Solution credits to the Customer’s designated bank account as part of the Subsidy.

“Charges” means the amounts payable by the Customer to The One Solution for the Equipment or Service(s) at The One Solution’s prices provided from time to time by The One Solution to the Customer.

“Confidential Information” means all information and/or data and know-how of a confidential nature (whether written, oral, visual or in machine readable or any other form and whether received before or after the date of this Agreement).

“Commencement Date” means, in the case of an agreement for new or ported Connections or Services, the date that 90% of the Connections are activated on the MNO’s network by the MNO; And in the case of a renewal or Agreement extension, the date immediately following the expiry of an existing Agreement.

“Connection” means a Mobile Voice Service or Mobile Broadband Service connected to the MNO’s network by a SIM card with a unique subscriber number or mobile number.

“Commercial Terms” means the document headed ‘Commercial Terms’ which contains the charges for the Services comprising the Customer’s Initial Order.

“Customer” means the person, firm or company set out in the Agreement or any subsequent assignee of the Agreement. “Data Protection Legislation” means (i) from the Execution Date until and including the 24 May 2018 the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, SI 2003/2426, and any laws or regulations implementing Directive 95/46/EC (Data Protection Directive) or Directive 2002/58/EC (ePrivacy Directive); and (ii) from the

25 May 2018, the General Data Protection Regulation (EU) 2016/679 (GDPR), and/or any corresponding or equivalent national laws or regulations; and (iii) where applicable the guidance and codes of practice issued by the Information Commissioner from time to time and any other legislation applicable in the UK which implements, amends, augments or supersedes the legislation detailed above.

“Data Tariff” means the table depicting particular Charges for Data Services as set out in the Commercial Terms or Order Form.

“Equipment” means any mobile devices or tangible equipment, but not a SIM Card, supplied by The One Solution to the Customer to be used in connection with the Mobile Service and the Services.

“Execution Date” means the date upon which this Agreement has been executed by the Parties.

“Initial Order” means the initial order placed by the Customer.

“Group Company” means a party’s ultimate holding company and any subsidiary company of that ultimate holding company (as defined in the Companies Act 2006).

“MNO” means the mobile network operator or company that provides the billing specified above that provides network services and SIM connections to the Customer.

“MNO Charges” means the charges payable to MNO for the Mobile Services or any other applicable services as referenced in the Airtime Agreement.

“MNO Standard List Price” means the MNO’s Standard List Price for service or equipment as defined in the Airtime Agreement.

“Mobile Broadband Service(s)” means the Mobile Service under which the MNO enables the Customer to use the internet to send and receive data over the Network using approved equipment containing a SIM Card.

“Mobile Data Service(s)” means the Mobile Services under which the MNO supplies the Customer with Airtime enabling the Customer to transfer data on the MNO’s network.

“Mobile Add-ons” means an add-on tariff that is added to a connection with an existing price plan, such as a data tariff added to a voice connection, which may comprise data, minutes or SMS texts.

“Mobile Service(s)” means those services identified in this Agreement as Mobile Service(s) as provided by the MNO.

“Mobile Voice Services” means the Mobile Services under which the MNO supplies the Customer with Airtime enabling the Customer to make and receive mobile voice calls and SMS texts on the MNOs network.

“Network” means the MNO’s network which facilitates the use of the Mobile Services.

“New Connection(s)” means a new SIM Card which connects to the MNO’s network under this Agreement which was not immediately prior to this Agreement connected to the MNO’s network.

“The One Solution” means The One Solution as a trading name of Headwave Limited, a company registered in England under company number 10263560 and whose registered address is 8 Springwell Court, Leeds, West Yorkshire, United Kingdom, LS12 1AL.

“The One Solution Business Manager” and/or “Business Manager” means The One Solution’s online billing management system.

“Order” means the Initial Order and any subsequent offer in writing (including email) from the Customer to purchase the Equipment or Services.

“Order Form” means The One Solution’s issued document setting out the agreed commercial terms relating to the provision of Equipment and related Services.

“Re-signed Connections” means the transfer of a SIM Card which was, immediately prior to this Agreement, connected under an Airtime Agreement managed by The One Solution under an agreement with the Customer.

“Services” means any services as set out in Commercial Terms or an Order which form part of this Agreement. “SIM” means Subscriber Identification Module (also referred to as a SIM card).

“Spend Forecast” means the minimum sum (exclusive of VAT) that the Customer shall spend on the Mobile Service as outlined in the Commercial Terms or Order Form after the subtraction of any Airtime Subsidy (where applicable).

“Subsidy” means a type of investment The One Solution makes in the Customer, including Cash Back, Technology Fund, Subsidised Equipment, Airtime Subsidy, and any other subsidised commercial offering. The Customer’s right to such Subsidy shall expire upon termination of the Agreement for whatever reason.

“Subsidised” shall be construed accordingly. “Subsidy Value” means the value of the Subsidy in pounds Sterling that The One Solution may make available to the Customer.

“Subsidised Equipment” means the subsidised Charges for Equipment or accessories (either wholly or partially discounted).

“Technology Fund” means credits applied to the Customer’s The One Solution account to offset against the cost of certain Equipment or Services at The One Solution published prices provided from time to time.

“Term” means (a) for Mobile Services; the minimum term each Connection shall be connected to the MNO’s network under an Airtime Agreement and (b) for all other Services means the minimum term measured from the relevant Commencement Date which the Customer commits to receive a Service.

“Termination Fee” means A. the value of the Spend Forecast plus any Subsidy, and less any sums paid to the MNO under the MNO agreement for the Services. B. If a Spend Forecast is not specified then the Customer shall pay: a. the periodic fees for Services (usually monthly) as outlined in the Commercial Terms or an Order Form multiplied by the number of months remaining in the Term; plus b. any additional undisputed charges payable under the terms of the MNO agreement “User” means Customer, Customer employees, subcontractors, agents or anyone else who is permitted by the Customer to use the Mobile Services.

2.2 The headings in this Agreement are for convenience and are not to be used in interpreting this Agreement.

3 APPLICATIONS OF THESE TERMS AND CONDITIONS:

3.1 Each Order for the Services from The One Solution by the Customer shall be deemed to be an offer by the Customer to buy the Equipment or Services subject to the terms of this Agreement. The Customer shall ensure that the contents of the Order are complete and accurate.

3.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase order, specification or other document shall form part of the Agreement simply as a result of such document being referred to in the Customer’s documentation or accompanying any order.

3.3 No Order placed by the Customer shall be deemed to be accepted by The One Solution nor shall an Agreement come into existence until a written order confirmation is issued by The One Solution or The One Solution delivers the Equipment or the relevant Services to the Customer.

3.4 The Customer may at any time during the term of this Agreement place any Orders but no such Order shall create any obligation on The One Solution until accepted pursuant to Clause 3.3.

3.5 Email confirmation from the customer is deemed to be sufficient to confirm acceptance of these terms and conditions

4 TERM:

4.1 This Agreement will come into force immediately on its execution or provision of the Services by The One Solution, whichever is earlier, and will remain in force for the Term unless and until terminated earlier in accordance with clause 12.

4.2 Upon expiry of the Term, the Agreement shall continue for successive period of

30 days until terminated in accordance with clause 12.

5 EQUIPMENT SUPPLIED BY THE ONE SOLUTION:

5.1 Risk in any Equipment shall pass to the Customer on delivery to the Customer at the delivery address.

5.2 Title to the Equipment shall pass to the Customer once The One Solution has received payment for it in full. Where Equipment is provided free of charge or where the Customer uses any Subsidy available to purchase Equipment, title in the Equipment shall pass to the Customer upon satisfaction of the terms of this Agreement and any Airtime Agreement.

5.3 Title in SIM cards remains with the MNO at all times.

5.4 The One Solution shall charge, and the Customer shall pay reasonable pre-agreed shipping to The One Solution and handling charges for delivery of the Equipment. Charges for delivery of Equipment shall be paid by the Customer at the point of placing an Order for the same.

6 THE ONE SOLUTION’S OBLIGATIONS:

6.1 The One Solution shall:

6.1.1 use all reasonable endeavours to provide the Services in accordance with this Agreement; supply the Services in accordance with health and safety and environmental legislation and other applicable legislation, statutory requirements and regulations.

6.2 The One Solution shall pass on the benefit of any warranties it receives from the manufacturer (“the Warranty”), the length of which be referred to as the “Warranty Period”.

6.3 If during the Warranty Period, the Customer notifies The One Solution of any inherent defect in the Equipment arising under normal use in consequence of which it fails to conform in all material respects with the manufacturer’s specification, The One Solution shall, at its option either repair the faulty Equipment or replace the same with an equivalent item of equipment which may be new or refurbished. Such repaired or replaced item will conform in all material respects with the manufacturer’s specification for the balance of the Warranty Period for the item of Equipment replaced. Where applicable, title to any replaced item will revert to The One Solution to replace the Equipment, and title in the replacement item will be vested in accordance with clause 5.

6.4 Where a repair is not free under a manufacturer’s warranty, or where the fault is caused as outlined in clause 6.5, a quotation shall be provided for the cost of repair with an approved repair facility. The Customer may then choose to repair or replace the Equipment at its sole cost. Where the Customer chooses not to repair the Equipment, an admin fee of £28.50 plus VAT shall be charged for the diagnostic work.

6.5 Where the defect arises failed to follow the manufacturer’s instructions as due to physical damage; liquid ingress; where the Customer to the use or maintenance of the Equipment or (if there are none) good practice; or the Customer attempts to alter, repair, or tamper with the relevant Equipment without the written consent of The One Solution, the Warranty shall be invalidated, and the customer shall meet the cost for repair or replacement.

6.6 The Customer understands and agrees that The One Solution may cease to provide or discontinue providing certain third-party products or Services for which specifications and discontinuances are subject to change without notice. The One Solution shall endeavour to provide 30 days’ notice of such discontinuances or changes where possible.

7 CUSTOMER’S OBLIGATIONS:

7.1 The Customer shall comply with all licences, legislation, regulations, and codes of practice which apply in relation to the Equipment and Customer’s receipt of the Services.

7.2 The Customer shall enter into and adhere to the terms of the Airtime Agreement with the MNO.

7.3 Where the Customer is required to send an invoice to The One Solution to claim any Subsidy it may be entitled to, such invoices shall be sent to hello@theonesolution.co.uk

8 PAYMENT OF THE CHARGES AND OPERATION OF REFUNDS:

8.1 Value Added Tax or any other applicable sales tax shall be paid in addition at the rates prevailing from time to time.

8.2 The Customer shall pay undisputed invoices submitted by The One Solution in accordance with this Agreement within 30 days of receipt. The One Solution shall be entitled to charge interest on any overdue undisputed amounts at 2% per annum over Barclays Bank’s base lending rate from time to time, applicable pro-rata to the number of days elapsed between the due payment date and the actual payment date.

8.3 Customer may not exercise any right of set off, abatement, counterclaim, retention, deduction, or any other withholding against amounts invoiced to it by The One Solution.

8.4 The Customer shall check the monthly invoice to ensure that the MNO Charges or Charges are correct and shall use all reasonable endeavours to raise any billing disputes within 60 days of the billing date. Without prejudice to clause 11, The One Solution’s liability for incorrect billing where the Customer has failed to raise a billing discrepancy within this time shall be limited to 6 months of the relevant charges in question.

8.5 Contracts terminated early will invalidate any remaining fund and will require repayment to The One Solution of the full amount of the agreed fund, discount and/or the value of the hardware supplied.

8.6 Cancellation after acceptance of the proposal, either verbally or in written form and before going live will result in an admin fee of £125.00 per number.

8.7 The mobile networks reserve the right to increase pricing on an annual basis and will send out any communication of such change in advance.

9 CONFIDENTIALITY:

9.1 Each party shall keep in strict confidence all Confidential Information concerning the business or its products of the other which it may obtain.

9.2 A party may disclose such information:9.2.1 to its employees, officers, representatives, advisers, agents, or subcontractors who need to know such information for the purposes of carrying out their obligations under the Agreement;

9.2.2 as may be required by law, court order or any governmental or regulatory authority.

9.3 Each party shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with the provisions of this clause 9.

9.4 The restrictions in this Clause 9 shall not apply to any information which:

9.4.1 is in the public domain otherwise than by breach of this Agreement.:

9.4.2 is obtained by a party and held other than under obligations of confidentiality:

9.4.3 is independently developed by a party:

9.5 The obligations in this clause 9 will remain in force following termination of this Agreement for any reason.

10 DATA PROTECTION:

10.1 Each party shall comply with any obligations it might have under the provisions of the Data Protection Legislation and references in this Clause 10 to “data processor”, “data controller” and “personal data” shall have the meanings defined in the Act and references to personal data shall mean any personal data passing between the parties pursuant to this Agreement.

10.2 The Customer agrees and gives consent for The One Solution to process customer information and personal data as necessary in order to provide the Services to the Customer.

10.3 In relation to the processing of personal data by The One Solution on behalf of the Customer in the performance of its obligations under this Agreement, the Customer shall be the data controller and The One Solution shall be a data processor and in each case.

10.3.1 The One Solution shall process the personal data only in accordance with this Agreement and with any reasonable and lawful written instructions given by the Customer from time to time.

10.3.2 The One Solution shall not, except where agreed with the Customer in writing or in accordance with Customer’s written instructions, carry out any processing of personal data on equipment situated outside the European Economic Area (EEA) or transfer any personal data outside the EEA;

10.3.3 Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

10.3.4 The One Solution shall notify the Customer in the event of a data loss as defined by the Data Protection Legislation relating to personal data processed on behalf of the Customer only. Where such a data loss occurs, the Customer may request a right of audit within 10 days of the incident.

10.3.5 Each party shall immediately notify the other if it receives any complaint, notice or communication which relates directly or indirectly to the processing of personal data under this Agreement, and provide full co-operation and assistance in relation to any such complaint, notice or communication.

10.3.6 The One Solution will comply with any specific guidance or instructions issued by the Information Commissioner from time to time, including in relation to the processing of sensitive personal data.

10.4 For the avoidance of doubt, personal data passed to the MNO shall be subject to the terms of the Airtime Agreement and the MNO shall be the data controller in accordance with the terms of the Airtime Agreement.

11 LIABILITY:

11.1 Neither party limits liability for death or personal injury arising from its negligence (or its officers, agents, or employees) or any other matter in respect of which liability cannot be limited by law and clauses 11.3 and 11.4 below will not apply to such liability.

11.2 Nothing in this clause 11 will exclude, restrict, or limit either party’s liability for fraud or fraudulent misrepresentation committed by that party (or its officers, agents or employees).

11.3 Subject to clauses 11.1 and 11.2, each party’s entire liability to the other under this Agreement or for any cause of action related to this Agreement, the Equipment or the Services shall in any year of this agreement (each year commencing on the date hereof and each anniversary thereafter) be limited to the total Charges paid or payable by the Customer pursuant to the Agreement during such year.

11.4 Except as regards each party’s liability to the other under clause 11.1 and in payment of the Charges by the Customer, neither party shall be liable to the other, whether in Agreement, tort (including negligence) or otherwise, for: loss of profits; business interruption; loss of anticipated savings; any special, indirect, or consequential loss or damages; any loss, corruption or destruction of data; or loss of goodwill or business opportunity.

11.5 For the avoidance of doubt, The One Solution shall have no liability to the Customer in respect of the performance by the MNO of its obligations under the Airtime Agreement.

12 TERMINATION:

12.1 Either party may terminate the Agreement in whole or in part:

12.1.1 By giving the other 30 days’ written notice of its intention to terminate at any time following the expiry of the term.

12.2 Each party may terminate the Agreement in whole or in part at any time:

12.2.1 Immediately by written notice if the other has a receiver, liquidator or administrator appointed is the subject of bankruptcy proceedings, ceases to trade, passes a resolution for or is the subject of a winding up order (except for the purpose of a solvent amalgamation or reconstruction), makes any composition or arrangement with creditors or is unable to pay debt as and when they fall due;

12.2.2 Immediately on written notice if the other party is in material breach of its obligations under this Agreement and, if the breach is capable of remedy, has failed to remedy the breach within 28 days of receiving a written notice from the other party specifying the breach and requiring it to be remedied.

12.3 The One Solution reserves the right to terminate this Agreement immediately without any need for notice if the Airtime Agreement is terminated or expires for any reason.

12.4 The Customer further agrees that, save for circumstances that lead to termination of this Agreement as a result of The One Solution’s breach of these terms, in the event of expiry or termination of this Agreement where the Customer has not attained the full undisputed amount of the Spend Forecast then the Customer shall pay the Termination Fee to The One Solution within 30 days of receipt of an invoice for the same. This obligation shall survive termination of this Agreement.

13 ANTI-BRIBERY:

13.1 Each party warrants that in respect of its behaviour relating to this Agreement it has complied with all applicable laws statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

14 THE ONE SOLUTION’S BUSINESS MANAGER

14.1 Where provided to the Customer, The One Solution grants to the Customer a nonexclusive, non-transferable, royalty free license to use Business Manager for so long as this Agreement remains in force. The One Solution shall provide, at no additional cost, maintenance releases, patches and general OBM fault resolution.

14.2 The Customer will not, without The One Solution’s prior written consent:

14.2.1 distribute or sell copies of Business Manager or its documentation to third parties; or

14.2.2 sublicense or otherwise grant rights to third parties for the use of Business Manager; or

14.2.3 copy nor (except as permitted by law) decompile or modify the software or copy manuals or documentation licensed to it by or on behalf of The One Solution. In the case of manuals or documentation such written consent will not be unreasonably withheld or delayed.

15 AUTHORITY:

16 FORCE MAJEURE:

16.1 Neither party shall have any liability to the other party under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement due to acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes not affecting only the party seeking to rely on this clause, failure of a utility service or transport network, failure of the MNO or other telecommunications network operator, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors to the extent outside The One Solution’s or the Customer’s control.

17 WAIVER:

17.1 The failure or delay of either party in any one or more instances to insist on strict performance of one or more of the terms of this Agreement or to exercise any right or remedy under this Agreement or at law will not be construed as a waiver of that or of any subsequent breach of the same term, any breach of any other term nor of the right to enforce another such right or remedy or the same right or remedy arising on another occasion.

17.2 Unless there is express provision to the contrary in this Agreement, no remedy conferred by any term of this Agreement is intended to be exclusive of any other remedy available under this Agreement or at law. Each and every remedy is cumulative and is in addition to each and every other remedy available under this Agreement or existing at law (whether in equity, by statute, at common law or otherwise).

18 SEVERANCE:

18.1 If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected and in such event, the remaining provisions of this Agreement will remain in full force and effect and such unenforceable or invalid provision will be changed and interpret so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law.

19 DISPUTE RESOLUTION:

19.1 Both Parties shall use reasonable endeavours to resolve any dispute under this agreement. If any dispute arises in connection with this Agreement the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

19.2 The payment of the Termination Fee may not be claimed or pursued by The One Solution until after resolution of any dispute resolution process, contained in clause 19.1 and then only to then extent it is entitled to claim.

20 ENTIRE AGREEMENT:

20.1 This Agreement (including all schedules, Order Forms or other annexes) constitutes the entire agreement between the parties and supersedes any previous negotiation, written, oral or electronic communication, arrangement or agreement between them or any other statement or representation made by either of them in relation to the subject matter of this Agreement including any proposal document (except that neither party hereby seeks to exclude liability for fraudulent misrepresentation and except to the extent that either party has any outstanding liability to the other under a previous arrangement or agreement).

20.2 The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertaking, and obligations implied by statute, common law or otherwise all of which are hereby excluded to the fullest extent permitted by law.

20.3 Certain telecommunication systems and services are subject to regulation by the Office of Communications (“Ofcom”). Ofcom may from time to time change the regulatory framework within which the Services and Charges are provided, and the Customer accepts that The One Solution may need to change the Services and Charges to comply with such regulatory framework.

20.4 The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of The One Solution which is not set out in the Agreement.

21 VARIATIONS:

21.1 No variation to this Agreement shall be effective unless in writing and signed on behalf of the parties.

21.2 The Customer shall not agree to vary or terminate the Airtime Agreement without the prior written consent of The One Solution.

22 ASSIGNMENT:

22.1 The customer may not assign the whole or any part of this Agreement or any of its rights or obligations under it except with the supplier’s prior written consent (not to be unreasonably withheld or delayed).

23 NO PARTNERSHIP OR AGENCY:

23.1 Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way. The One Solution has no right to act as the agent of the MNO.

24 RIGHTS OF THIRD PARTIES:

24.1 A person who is not a party to this Agreement has no right under the Agreement (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

25 NOTICES

25.1 [Any notice to be served on either party by the other under this Agreement will be in writing and delivered by hand, first class post or electronically by email to the Chief Finance Officer, and also by recorded delivery post, marked for the attention of Legal Counsel at each parties registered address.

25.2 Notices delivered by hand during normal business hours will be served on the day they are delivered. Notices sent by first class post will be deemed served on the second business day after the date they are posted.]

26 EXECUTION – electronic signatures

26.1 Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.

27 GOVERNING LAW AND JURISDICTION:

This Agreement and all matters arising from it are governed by the laws of England and Wales and subject to the exclusive jurisdiction of the English Courts. The One Solution is a trading name of Headwave Ltd, registered in the UK: 10263560