Source Document: FRM-ADMIN-001

PQS Tech Solutions Limited – Master Terms & Conditions

1.0 DEFINITIONS

1.1 In the Agreement:-

1.2 "Offer" means the offer letter(s) and all appendices and/or attachments (if any) issued by the Company to the Client.

1.3 "Agreement" means the Offer, the SOW (as defined in 1.19) and these Terms and Conditions and the Client's acceptance thereof.

1.4 "Client" means the person to whom the Company sends the Offer provided that where such person acts as an agent, the Client shall be the principal.

1.5 "Company" (also referred to in the Agreement or related correspondence as "PQS", "PQS Tech" or PQS Tech Solutions) means PQS TECH SOLUTIONS LIMITED, a company incorporated in England and Wales under company number 07877176 with registered address at 20 Spinning Mill Town Street, Farsley, Pudsey, England, LS28 5UJ.

1.6 "Parties" means the Client and the Company and "Party" shall mean either the Client or the Company.

1.7 "Services" means all the work and services (including advice provided whether or not in writing) carried out or to be carried out for the Client by the Company.

1.8 "Goods" means any physical equipment, hardware, or materials supplied or hired out by the Company.

1.9 "Site" means the site (or a particular site) to which the whole (or a particular part) of the Services relate.

1.10 "Intellectual Property Rights" means patents, rights to inventions, utility models, copyright and related rights, moral rights, trade marks, service marks, business names and domain names, rights in trade dress and 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.

1.11 "Administrative Reinstatement Fee" means the sum of £50 GBP (fifty Great British Pounds) unless otherwise stated in the SOW.

1.12 "Business Day" means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

1.13 "Consumer Prices Index" means the Consumer Prices Index (CPI) (all items) (United Kingdom).

1.14 "Control" has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be interpreted accordingly.

1.15 "Data Protection Legislation" means 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.

1.16 "Deliverables" means any deliverables produced by the Company for the Client as set out in the SOW.

1.17 "Devices" means a Global Navigation System (GNSS) receiver hardware device and one or more wireless communication devices that supports GSM or GPRS 3G/4G/5G wireless services. To receive data via GPRS the Devices must support the public domain NTRIP protocol (Networked Transport of RTCM via Internet Protocol).

1.18 "Provider" means the specific legal entity identified in the Scope of Work (which may include a parent company, any of its subsidiaries, or authorised affiliates) that provides Software or related digital services that are made accessible to the Client, as part of the Scope of Work.

1.19 "Scope of Work" or "SOW" means the document or other written communication (electronic or otherwise) that details the products or services ordered by the Client.

1.20 "Software" means the specific proprietary software applications, cloud-based platforms, or digital services (including but not limited to 'Topnet Live Services') as identified in the SOW.

1.21 "UK GDPR" has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

1.22 "VRS Services" means: (i) the Company's facilitation and provision of access to (and use of) the Software to the Client; (ii) the Company's facilitation of any wireless data plan required for the Client to effectively use the Software; and (iii) any supplementary assistance provided by the Company to the Client to enable it to use the Software, as set out in the SOW.

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

1.24 A reference to a party includes its successors and permitted assigns.

1.25 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.

1.26 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.

1.27 A reference to writing or written excludes fax but not email.

2.0 PERFORMANCE & OBLIGATIONS

2.1 The Company shall supply the Goods and/or perform the Services in accordance with the Agreement in all material respects.

2.2 The Company shall use reasonable endeavours to meet any delivery or performance dates set out in the Agreement, but any such dates shall be estimates only and time shall not be of the essence.

2.3 The Client shall co-operate with the Company in all matters relating to the Agreement and supply in a timely fashion any information, instructions, consents, or access reasonably required by the Company to supply the Goods or perform the Services.

2.4 The Company shall be free to directly or indirectly transfer, assign or subcontract any part of its obligations under the Agreement without the prior written consent of the Client unless specifically instructed otherwise by the Client.

2.5 The Company shall not be liable for any defect or failure in the Goods or Services to the extent that such defect arises from any specification, drawing, or design supplied by the Client.

2.6 The Company reserves the right to amend the specification of the Goods or Services if required by any applicable statutory or regulatory requirements, or to make changes to the Services for safety compliance, provided such changes do not materially affect the quality of the Services.

3.0 PAYMENT

3.1 The Client shall pay the Company the fees set out in the Agreement.

3.2 The Client shall pay all invoices in full 30 days after the invoice date. Notwithstanding the foregoing, if the Client does not hold a credit account with the Company, or if a pro forma invoice is issued, payment must be made in full prior to the release of any goods or services. If the Agreement is a "construction contract" for the purposes of Section 104 of the Housing Grants, Construction and Regeneration Act 1996 (as amended), in accordance with Clauses 3.3 to 3.6.

3.3 The Company's invoices shall become due for payment on the date of their submission and the final date for payment shall be 30 days thereafter.

3.4 No later than 5 days after the Company's invoice becomes due for payment, the Client shall give the Company a notice (a "Payment Notice") specifying the sum the Client considers to have been due at the payment due date and the basis on which that sum is calculated.

3.5 Unless the Client has served a notice under Clause 3.6, it shall pay the Company the sum referred to in the Payment Notice or, if the Client did not issue a Payment Notice, the sum referred to in the Company's invoice (the "Notified Sum") on or before the final date for payment of each invoice.

3.6 If the Client intends to pay less than the Notified Sum, the Client may notify the Company not later than 14 days before the final date for payment of the amount it considers to be due and the basis on which that sum is calculated.

3.7 If the Client fails to make any payment due to the Company under the Agreement by the due date, then, without limiting the Company's remedies under Clause 11, the Client 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 3.7 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%. The Client shall pay all debt collection fees (including legal fees) and all costs of whatsoever nature incurred by the Company in collecting the fees.

3.8 All sums due under the Agreement are exclusive of Value Added Tax, the amount of which shall be paid by the Client to the Company at the rate and in the manner prescribed by law.

4.0 ADDITIONAL WORK

4.1 If the Company receives reasonable instructions from or on behalf of the Client to carry out additional work to that stated in the Offer or such work is necessary in the circumstances and/or the Company suffers delay or disruption in the performance of the Services for reasons beyond the Company's reasonable control the Client shall make additional payment to the Company in respect of the additional work carried out and the additional resources employed and/or the delay or disruption suffered. The additional payment shall be calculated on the basis of the method of assessing payment under the Agreement, or where no such method is set out in the Agreement, payment shall be such sum as is agreed between the Client and the Company and is reasonable in the circumstance.

5.0 INTELLECTUAL PROPERTY & CONFIDENTIALITY

5.1 The copyright and all other Intellectual Property Rights in all drawings reports and other documents (including material in electronic form) prepared by the Company in the performance of the Agreement shall remain vested in the Company.

5.2 The Client shall have a licence to copy and use only the final drawings and other documents provided by the Company, and only for the purposes and for the same project for which they were prepared or compiled. The Company shall not be liable for the use of such drawings or documents other than for the purposes for which they were provided by the Company. The Company may on giving not less than seven days written notice revoke this licence if the Client fails to pay in accordance with the Agreement any fees or other amounts due under the Agreement.

5.3 The Company name and logo are the registered trade marks of the Company. The Client agrees not to use the Company name or logo in any marketing materials or any public documents whatsoever without the prior written and express consent of the Company.

5.4 The Parties will treat the details of the Agreement and any written or oral information about the Services (including any know-how, techniques or processes used in the course of carrying out the Services) as private and confidential and neither of them shall publish or disclose any details thereof to any third party unless prior written consent has been given by the other Party. This duty of confidentiality shall not apply to information which a Party can show by reasonable documentary proof:

(i) to have been in the public domain at the time of receipt by such Party; or

(ii) to have become known to the public through no fault of such Party after receipt thereof, or

(iii) to have been lawfully known by such Party prior to its receipt, or

(iv) to have been disclosed to such Party without restriction by a third party, or

(v) is required to be disclosed pursuant to applicable laws or a legally binding order of any competent judicial, governmental or regulatory body.

5.5 Before the disclosure of any information pursuant to clause 5.4(v), the disclosing Party will (to the extent permitted by law) inform the other Party of the circumstances and the details of the information to be disclosed at the earliest possible opportunity.

6.0 THE COMPANY'S LIABILITY

6.1 The total liability of the Company (other than for personal injury or death resulting from negligence) under or in connection with the Agreement howsoever arising whether in contract or in tort, in negligence, for breach of statutory duty or otherwise shall not exceed in aggregate a sum equal to the fees paid by the Client and received by the Company (the "Limit of Liability"). The Client agrees that in no circumstances whatsoever will it enforce any claim, judgment or award against any person (including the Company) to the extent that enforcement thereof will, or may result in, the aggregate amount paid by the Company exceeding the Limit of Liability.

6.2 Without prejudice to the above limitation or any other exclusion or limitation of liability available to the Company: (i) the Company's liability shall be limited to the extent of any loss, damages, injury, expenses, costs (including legal costs) that are directly caused by the negligence of the Company, its employees, its subcontractors/sub-consultants, and/or agents hereunder. In no circumstances whatsoever shall the Company be liable to the Client for any loss of profit or revenue or savings (actual or anticipated), business interruption, loss caused by delay, wasted management time, increased supervision costs, professional fees, contractor and other third party costs and claims, diminution in value, financing charges, loss of goodwill, loss of reputation, loss of market share, loss of data, ex gratia payments of any kind, any indirect, financial or consequential loss whether caused by negligence, breach of duty (statutory or otherwise), breach of contract or otherwise and whether or not such losses were foreseeable at the time of entering into the Agreement, and (ii) the Company's liability is limited to the proportion of the Client's loss or damage which it would be just and equitable for the Company to pay having regard to the extent of the Company's responsibility for the same and on the assumptions that:

(a) all other companies, contractors, sub-consultants, subcontractors, project managers or advisers engaged in connection with the project to which the defective part or parts of the Services relate (the "Project") shall have provided to the Client contractual undertakings on terms no less onerous than those set out in the Agreement in respect of the carrying out of their obligations in connection with the Project;

(b) there are no exclusions of or limitations of liability nor joint insurance or co-insurance provisions between the Client and any other party referred to in this sub clause and any such other party who is responsible to any extent for the Client's losses is contractually liable to the Client for the same;

and (c) all such other companies, contractors, sub-companies, subcontractors, project managers or advisers have paid to the Client such sum as it would be just and equitable for them to pay having regard to the extent of their responsibility.

6.3 No action or proceedings under or arising out of or in connection with the Agreement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise shall be commenced by a Party (a) after the expiry of six years after the completion of the Services or such earlier date as may be prescribed by law (b) (save in respect of death or personal injury resulting from negligence) at any time against any employee, officer or director of the other Party.

7.0 INSURANCE

7.1 Provided always that such insurance is available at commercially reasonable rates, and subject to all exceptions, exclusions and limitations to the scope of cover that are commonly included in such insurance at the time it is taken out or renewed as the case may be, the Company shall maintain professional indemnity and public liability insurance. When reasonably requested to do so the Company shall provide a brokers' certificate as evidence that such insurance is being maintained.

8.0 TERRORISM

8.1 The Company is not responsible under the Agreement or otherwise for designing or advising on or otherwise taking measures to prevent or mitigate the effect of any act of terrorism or any action that may be taken in controlling, preventing, suppressing or in any way relating to an act of terrorism (herein called "terrorism matters") and the liability if any of the Company under or in connection with the Agreement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise for any claim which may arise out of or in connection with terrorism matters is excluded.

9.0 POLLUTION, CONTAMINATION, ASBESTOS, TOXIC MOULD & HAZARDOUS WASTE

9.1 Unless included in the Services the Company is not responsible under the Agreement or otherwise for advising on matters which wholly, partly, directly or indirectly arise out of or result from asbestos (including without limitation the costs of testing for, monitoring, abatement, mitigation, removal, remediation or disposal of any asbestos or product or waste that contains asbestos) or pollution and contamination (including without limitation by naturally occurring or man-made substances, forces or organisms or any combination of them whether permanent or transitory and however occurring) or any fungus or spore or any substance, vapour or gas produced by or arising out of any fungus or spore (herein called "asbestos, toxic mould and pollution and contamination matters") and the liability if any of the Company under or in connection with the Agreement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise for any claim which may arise out of or in connection with asbestos, toxic mould and pollution and contamination matters is excluded.

9.2 Any hazardous substances or waste arising from the Services shall be held, handled, transported or disposed of by the Company as agent for the Client, and such hazardous substances or waste shall remain the property and responsibility of the Client. In no circumstances shall the Company acquire title to any hazardous substances or waste. The Client shall be responsible for the keeping, handling, transporting or disposal of all hazardous substances or waste and associated costs.

9.3 The Client shall be liable to the Company, and shall indemnify and hold the Company harmless, in respect of all claims brought or asserted by any person, including, but not limited to relevant authorities as a result of keeping, handling, transporting or disposal of hazardous substances or waste in connection with the Services.

10.0 INDEMNITY

10.1 The Client shall indemnify and keep indemnified the Company from and against any and all claims (including those for injury or death), demands, proceedings, damages, costs, charges and expenses arising out of or in connection with the Agreement in excess of the total liability of the Company determined in accordance with clause 6.1 and/or clause 6.2 and/or arising out of or in connection with terrorism matters and/or asbestos, toxic mould and pollution and contamination matters where clause 9 applies and/or which are in respect of events occurring after the expiry of the period referred to in clause 6.3.

11.0 SUSPENSION AND TERMINATION

11.1 If the Client fails to pay the Company in full any amount properly due and payable under this Agreement by the final date for payment the Company (without prejudice to its other rights and remedies) may suspend performance of the Agreement at its sole discretion and upon prior written notice until payment in full of the amount due plus the Administrative Reinstatement Fee set out in Clause 1.11 or, if the Agreement is a "construction contract" for the purposes of Section 104 of the Housing Grants, Construction and Regeneration Act 1996 (as amended), suspend its performance of the Agreement until payment in full of the Notified Sum and the Administrative Reinstatement Fee set out in Clause 1.11 after giving the Client not less than seven (7) days' notice in writing of the same specifying the grounds for so doing.

11.2 Any period during which the Company's performance is suspended in pursuance of, or in consequence of the exercise of, its right to suspend its performance shall be disregarded in computing for the purposes of any contractual time limit the time taken by the Company, or any of the Company's subcontractors, to complete any Services directly or indirectly affected by the exercise of such right. The Client shall also be liable for any reasonable amount in respect of costs and expenses reasonably incurred by the Company as a result of such suspension.

11.3 Either Party may terminate performance of the Agreement (a) at any time by giving not less than one month's written notice to the other (b) by written notice to the other if, within two weeks of receipt of a written notice identifying a material breach of the Agreement by the other, the other has not taken all reasonable steps to rectify such breach or (c) immediately upon written notice to the other in the event of the insolvency of the other. In the Agreement "insolvency" shall mean becoming bankrupt going into liquidation (either voluntary or compulsory except as part of a bona fide scheme of reconstruction or amalgamation); being dissolved; compounding with its creditors; or having a receiver, administrative receiver, or administrator appointed of the whole or part of its assets; or is subject to any events analogous to those listed in the Insolvency Act 1986.

11.4 If circumstances arise for which the Company is not responsible and which the Company considers make it irresponsible for the Company to perform all or any part of the Services the Company shall be entitled to terminate the appointment or discontinue performance of any part by giving not less than two weeks' written notice (or immediate notice in the event of an emergency).

11.5 Termination of the Company's appointment under the Agreement shall not prejudice or affect the accrued rights or claims of either Party.

12.0 PERSONNEL

12.1 The Client shall not solicit (and shall procure that no parent company or subsidiary of the Client solicits) the services of any employee officer or director of the Company without the prior written consent of the Company during the term of the Agreement or for the period of six months after the termination of the Agreement. If during such period any such employee officer or director of the Company accepts an offer of employment made by the Client as a result of an introduction in the course of the Agreement, the Client shall pay to the Company a sum equivalent to six months gross salary with the Company (plus bonuses) of the person concerned.

13.0 DISPUTES

13.1 Any dispute shall, in the first instance, be referred to the respective Chief Executive or equivalent of the Client and the Company who shall attempt, in good faith, to resolve the matter. Each Party shall have the right to refer any dispute to adjudication in accordance with the Construction Industry Council Model Adjudication Procedure current at the time of referral.

14.0 FORCE MAJEURE

14.1 If during the currency of the Agreement, war (whether declared or not) or natural emergency, the requirements and regulations of Government bodies of any country, revolution, riot, civil commotion or industrial dispute, acts of God such as flood, fire, earthquake, tempest, epidemic or any other cause not within the control of the Company shall materially affect the execution of the Services, the Company shall continue so far as physically possible and reasonably practicable to execute the Services in accordance with the Agreement for a period of seven days reckoning from midnight on the day when such event first occurred.

14.2 If at any time before the expiration of the said period of seven days the Services shall have been completed so far as to be usable all the provisions of the Agreement shall continue to have full force and effect.

14.3 If the Services shall not have been completed as aforesaid either party shall be entitled to terminate the Agreement by giving notice to the other at any time after the aforesaid period of seven days has expired and upon such notice being given the Agreement shall forthwith determine but without prejudice to the claims of either party in respect of any antecedent breach thereof.

14.4 If the Agreement shall be determined under the provisions of the last preceding sub-clause the Company shall with all reasonable dispatch send to the Client at such place as directed all Services which have been completed or is to be paid for together with all original material.

15.0 DATA PROTECTION

15.1 Data regarding Sole Trader customers will be transferred to our financiers for the purpose of obtaining sales ledger finance.

16.0 GENERAL

16.1 The Client shall not, without the written consent of the Company assign or transfer any benefit or obligation under the Agreement. The Company shall be free to sub-let performance of part or all of the Services. For the avoidance of doubt agency staff seconded to or engaged by the Company shall not be deemed to be sub-consultant.

16.2 The law of England and Wales shall govern the application and interpretation of the Agreement, and each Party submits to the jurisdiction of the courts of England and Wales.

16.3 Nothing in the Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of the Agreement for the purpose of the Contracts (Rights of Third Parties) Act 1999. In particular any advice provided by the Company is for the sole benefit of the Client and may not be used or relied upon by, and the Company will not readdress the same to, third parties.

16.4 Nothing in the Agreement excludes or restricts the Company's liability for death or personal injury resulting from its negligence.

16.5 Other than any variation set out in the Client's acceptance of the Offer, which variation has been accepted in writing by the Company, no variation to these Terms and Conditions may be made without the written agreement of the Client and the Company.

16.6 The Agreement constitutes the entire agreement and understanding between the parties and supersedes any previous agreement between the Client and the Company relating to the subject matter of the Agreement.

16.7 To the fullest extent permitted by law, relations between the Parties shall be governed by the Agreement to the exclusion of any other liability whatsoever.

16.8 No failure to exercise, nor any delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of a right or remedy prevent any further exercise thereof or the exercise of any other right or remedy.

16.9 The Client acknowledges that it has had an opportunity to negotiate changes to these Terms and Conditions prior to the commencement of the Services and has agreed to these Terms and Conditions.

Addendum A: Sale and Hire of Goods, Provision of Services

This Addendum applies whenever the Company supplies or hires out physical Goods, hardware, or equipment to the Client. This Addendum also applies when the Company is commissioned to perform physical surveys, site works, or professional data processing services.

A1. Transfer of Title (Retention of Title)

Title to the Goods shall not pass to the Client until the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods or services that the Company has supplied to the Client in respect of which payment has become due.

Until title to the Goods has passed to the Client, the Client shall store the Goods separately from all other goods held by the Client so that they remain readily identifiable as the Company's property, and maintain the Goods in satisfactory condition insured on the Company's behalf for their full price against all risks.

The Client's right to possession of the Goods shall terminate immediately if the Client fails to pay any sum due to the Company under the Agreement by the due date, or if the Client becomes subject to any insolvency proceedings.

The Client grants the Company, its agents, and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Client's right to possession has terminated, to recover them.

A2. Risk and Delivery

The risk in the Goods shall pass to the Client on completion of delivery at the Client's specified premises.

Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.

The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Client's failure to provide the Company with adequate delivery instructions.

The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Agreement. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment.

A3. Warranties and Returns

The Company warrants that on delivery, and for the specific Warranty Period permitted by the manufacturer of the Goods, the Goods shall be of satisfactory quality, conform to their description, and be free from material defects. The Company shall not be liable for the Goods' failure to comply with any warranties if the defect arises because the Client failed to follow oral or written instructions as to the storage, installation, commissioning, calibration, use, or maintenance of the Goods.

Goods may only be returned in accordance with the Company’s established Return Policy. Custom-ordered or calibrated equipment may be subject to restocking fees or excluded from standard return policies.

A4. Replacement of Hired Equipment

Where Goods are hired or rented to the Client, the risk of loss, theft, damage, or destruction passes to the Client upon delivery. If any such hired Goods are lost, stolen, or destroyed, the Client shall be strictly liable to replace the equipment by paying the Company the full list price for a new replacement.

Addendum B: VRS Licence Terms and Conditions of Supply

If you purchase access to a Topnet VRS Licence from the Company, these terms and conditions will apply.

B1. Basis of contract

B1.1 Further to an enquiry made by a Client to purchase VRS Services, the Company shall assess whether it is able to perform the requested VRS Services and if it is able to do so, the Company shall submit a SOW to the Client. The Client shall confirm the content of the SOW with the Company (either by issuing a purchase order or by otherwise confirming in writing) which shall constitute an offer by the Client to purchase the VRS Services. The Company shall accept the Client's offer (either by confirming acceptance in writing or by commencing provision of the VRS Services), at which point the Agreement shall be formed ("Commencement Date").

B1.2 The Agreement shall continue until all of the VRS Services have been delivered or until such Agreement is terminated in accordance with clause 11.0 of these Conditions.

B1.3 Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Products or illustrations or descriptions of the VRS Services contained in the Company's catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the VRS Services described in them. They shall not form part of the Agreement nor have any contractual force.

B1.4 These Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

B2. Supply of Services

B2.1 The Company warrants to the Client that the VRS Services will be provided using reasonable care and skill.

B2.2 The Company 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 VRS Services, and the Company shall notify the Client in any such event.

B3. Software Warranty

B3.1 The Client acknowledges that the Software is provided by the Provider and not the Company. The Company makes no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Software, the content contained on the Software or any access thereto, and the Company 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 Client's own hardware, software, systems or data; and

(b) the Software will meet the Client's requirements or expectations.

B3.2 The Company will (in so far as it is able) pass on to the Client the benefit of any warranty relating to the Software which the Provider gives the Company in relation to such Software.

B4. Client's obligations

B4.1 The Client 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 Client by the Company on request.

B4.2 The Client shall:

(a) ensure that the information in the SOW is complete and accurate;

(b) co-operate with the Company in all matters relating to the VRS Services;

(c) provide the Company with such information and materials as the Company may reasonably require in order to supply the VRS 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 VRS Services are to be delivered has and maintains sufficient access to the internet in order to ensure that the VRS Services can be effectively delivered;

(f) (if applicable) prepare the Client's premises for supply of the VRS Services and provide the Company, its employees, agents, consultants and subcontractors, with access to the Client's premises, office accommodation and other facilities as reasonably required by the Company to provide the VRS Services;

(g) (if applicable) act in accordance with applicable laws to ensure that any site location in which the VRS Services are to be delivered shall not expose any personnel of either the Client, the Company 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 Client to be in receipt of the VRS Services before the date on which the VRS Services are to start; and

(i) comply with all applicable laws.

B4.3 Notwithstanding the other rights and remedies set out within clause 11.0, if the Company's performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation under this Agreement ("Client Default"), the Company shall be entitled to suspend performance until the Client has remedied the Client Default and paid the Administrative Reinstatement Fee set out in Clause 1.11:

(a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the VRS Services and remove the Client's access to the Software until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company's performance of any of its obligations;

(b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this clause B4.3; and

(c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.

Addendum C: Site Operations & Service Delivery

This Addendum applies when the Company is commissioned to perform physical surveys, site works, or professional data processing services.

C1. Site Operations

C1.1 The Company shall perform the services with all reasonable skill, care and diligence in accordance with good industry practice and the standards reasonably expected of a competent and appropriately qualified surveyor experienced in providing services of a similar nature, scope and complexity.

C1.2 In the event of any visit to a Site by the Company's personnel they shall be regarded for all purposes as being the Client's visitors and the Company shall not be deemed to have assumed the role of occupier, or otherwise to have assumed control of or responsibility for the Site or any persons on it.

C1.3 In undertaking any physical site works the Company shall take reasonable care to minimise damage to property, including underground services and other subsurface obstructions notified to the Company (in writing) as being the likely position of underground services or other obstructions.

C1.4 The Company must have free and open access to the entire site area. Any restricted access will delay the project's completion date, resulting in additional fees. Encountered obstructions such as parked vehicles, dumped rubbish, dense vegetation or similar will result in limited coverage.

C1.5 The Company is to be made aware of all relevant Health & Safety issues prior to commencing work.

C1.6 Where it is necessary for the Company to have access onto private property the Client will be responsible for obtaining any necessary permissions, licences, rights, approvals, sanctions, authorities and wayleaves prior to mobilisation of equipment and personnel. The Client will also furnish the Company with any letters of identification which may be required.

C1.7 In undertaking any physical site works the Company shall be at liberty to use spray paint of various colours to make marks on the ground to assist the Company with site operations. The paint marks will not be removed as part of the services.

C2. Inspection Covers

C2.1 Regarding the lifting and or temporary removal of inspection covers:

(i) Broken inspection covers will not be lifted.

(ii) Inspection cover with damaged or broken casings will not be lifted.

(iii) A maximum of 15 minutes will be spent trying to lift a single inspection cover.

(iv) If the cover cannot be safely lifted in the time specified in (iii) then it will be recorded as Unable To Lift (UTL).

C3. Service Level Agreement (SLA) for Deliverables

C3.1 Following the successful completion of physical site operations, the Company shall process the data and endeavor to issue final data sets and deliverables to the Client within 10 Business Days, provided the Client has fulfilled all payment, access, and information obligations.

C3.2 This SLA may be extended if unforeseen site conditions, adverse weather, or technical data processing anomalies require additional validation.

C4. Equipment

C4.1 All equipment, instruments, tools, temporary materials, software, and other property brought onto the site by or on behalf of the Company for the purposes of performing the services (excluding deliverables intended for the Client) shall remain the sole property of the Company. Nothing in this agreement shall confer any right, title, or interest in such property to the Client. The Company shall be entitled to remove the same from the site upon completion of the relevant services, termination of this Agreement, or at any time provided such removal does not unreasonably interfere with the performance of the services.