MASTER SERVICES AGREEMENT

MASTER SERVICES AGREEMENT T&C'S

PLEASE READ CAREFULLY BEFORE PLACING YOUR ORDER.

This MSA is a legal agreement between you (the Customer named on the Order Form) and 2iC-Care Limited in respect of your purchase of the Hardware and Services set out in the Order Form.

BY PLACING YOUR ORDER WITH US, YOU AGREE TO THE TERMS OF THIS MSA AND ITS SCHEDULES WHICH WILL BIND YOU AND YOUR EMPLOYEES AND END USERS. THESE TERMS TAKE PRECEDENCE OVER ANY TERMS SUBSEQUENTLY PRESENTED BY YOU, WHETHER BEFORE OR AFTER THE DATE OF YOUR ORDER.

IF YOU DO NOT AGREE TO THE TERMS OF THIS MSA AND ITS SCHEDULES, YOU MUST NOT PLACE YOUR ORDER WITH US.

You should print a copy of this MSA for future reference.

AGREED TERMS

INTERPRETATION

1.1

The following definitions and rules of interpretation apply in this Agreement:

Applicable Data Protection Laws

means:

To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which 2iC-Care is subject, which relates to the protection of personal data.

Applicable Laws

all applicable laws, statutes, regulation [and codes] from time to time in force.

Business Day

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

Business Hours

the period from [9.00 am to 5.00 pm] on any Business Day.

Change Order

has the meaning given in clause 6.

Charges

the price of the Hardware and/or the subscription charges for the Services as set out in the Order Form.

Control

the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.

Customer Personal Data

any personal data which 2iC-Care processes in connection with this Agreement, in the capacity of a processor on behalf of the Customer.

EU GDPR

means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Hardware

the hardware ordered by the Customer and sold or leased to the Customer by 2iC-Care in accordance with the terms of Schedule 1.

patents, rights to inventions, copyright, moral rights, trade marks and service marks, business names and domain

Intellectual Property Rights

names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order Form

a written order form, signed by both parties, detailing:

the Services to be provided by 2iC-Care;
the Subscription Fees and any other amounts due and payable by the Reseller to 2iC-Care; and/or
the Hardware ordered by the Customer and supplied by 2iC-Care.

Services

any amendments to this Agreement agreed by the Reseller and 2iC-Care.

the SaaS services to be provided to the Customer by 2iC-Care as set out in Schedule 2.

Supplier Personal Data

any personal data that 2iC-Care processes in connection with this Agreement, in the capacity of a controller.

UK GDPR

means the UK's adoption of the EU GDPR and the Data Protection Act 2018.

VAT

value added tax chargeable in the UK.

1.2

Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3

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

1.4

The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.5

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7

Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.

1.8

This Agreement shall be binding on, and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.9

Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.10

A reference to writing or written includes email.

1.11

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.12

A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied or novated from time to time.

1.13

References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.14

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

COMMENCEMENT AND DURATION

2.1

This Agreement shall commence on the date set out on the Order Form and shall continue until the expiry or earlier termination of the Services whereupon this Agreement shall automatically terminate, unless terminated earlier in accordance with clause 13 (Termination).

SUPPLIER'S RESPONSIBILITIES

3.1

2iC-Care shall use reasonable endeavours to deliver the Hardware to the Customer in accordance with Schedule 1 and provide the Services in accordance with Schedule 2 in all material respects.

3.2

2iC-Care shall use reasonable endeavours to meet any performance and/or delivery dates as appropriate, but any such dates shall be estimates only and time for performance by 2iC-Care shall not be of the essence of this Agreement.

CUSTOMER'S OBLIGATIONS

4.1

The Customer shall:

4.1.1

co-operate with 2iC-Care in all matters relating to this Agreement;

4.1.2

provide, for 2iC-Care, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the End User’s premises, data and other facilities as reasonably required by 2iC-Care to perform the Services;

4.1.3

obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable 2iC-Care to provide the Hardware and the Services, including in relation to the installation of the Hardware, in all cases before the date on which the Services are to start;

4.1.4

where the Hardware is leased or rented keep, maintain and insure 2iC-Care's Equipment in good condition and in accordance with 2iC-Care's instructions from time to time and not dispose of or use 2iC-Care's Equipment other than in accordance with 2iC-Care's written instructions or authorisation; and

4.1.5

comply with any additional responsibilities of the Customer as set out in the relevant Service Schedule

4.2

If 2iC-Care's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees or the End-User, then, without prejudice to any other right or remedy it may have, 2iC-Care shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

NON-SOLICITATION AND EMPLOYMENT

5.1

The Customer shall not, without the prior written consent of 2iC-Care, at any time from the date on which any Services commence to the expiry of 24 months after the completion of such Services, solicit or entice away from 2iC-Care or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of 2iC-Care in the provision of such Services.

5.2

Any consent given by 2iC-Care in accordance with clause 5.1 shall be subject to the Customer paying to 2iC-Care a sum equivalent to 20% of the then current annual remuneration of 2iC-Care's employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

NOT IN USE

CHARGES AND PAYMENT

7.1

In consideration of the provision of the Services by 2iC-Care, the Customer shall pay the Charges.

7.2

The Charges shall be paid in accordance with the relevant Schedule.

7.3

Without prejudice to any other right or remedy that it may have, if the Customer fails to pay 2iC-Care any sum due under this Agreement on the due date:

7.3.1

the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

7.3.2

2iC-Care may suspend part or all of the Services until payment has been made in full.

7.4

All sums payable to 2iC-Care under this Agreement:

7.4.1

are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

7.4.2

shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

INTELLECTUAL PROPERTY RIGHTS

8.1

All Intellectual Property Rights belonging to either party at the commencement of this Agreement, shall remain with that party. Nothing in this Agreement shall transfer ownership of or grant any licence in respect of either party’s Intellectual Property Rights other than is required for the provision of the Services.

COMPLIANCE WITH LAWS AND POLICIES

9.1

In performing its obligations under this Agreement, each party shall comply with the Applicable Laws

9.2

Changes to the Services required as a result of changes to the Applicable Laws shall be agreed via the change control procedure set out in clause 6 (Change control).

DATA PROTECTION

10.1

For the purposes of this clause 10, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

10.2

Both parties will comply with all applicable requirements of Applicable Data Protection Laws.

10.3

Without prejudice to the generality of clause 10.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Customer Personal Data to 2iC-Care and its employees, agents and subcontracts for the duration and purposes of this Agreement.

10.4

The Customer provides its prior, general authorisation for 2iC-Care to:

10.4.1

appoint subcontractors to perform the Services or parts thereof, which subcontractors will be required to process the Customer Personal Data, provided that such subcontractors comply with Applicable Data Protection Laws, and operate under contractual obligations which are consistent with the obligations imposed on 2iC-Care in this clause 10;

10.5

2iC-Care's liability for losses arising from breaches of this clause 10 is as set out in clause 12.

CONFIDENTIALITY

11.1

Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party [or of any member of the group of companies to which the other party belongs], except as permitted by clause 10.2.1.

11.2

Each party may disclose the other party's confidential information:

10.2.1

to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11; and

10.2.2

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3

No party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

LIMITATION OF LIABILITY

12.1

References to liability in this clause 12 (Limitation of liability) include every kind of liability arising under or in connection with this Agreement including [but not limited to] liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2

Nothing in this clause 12 shall limit the Customer's payment obligations under this Agreement.

12.3

Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:

12.3.1

death or personal injury caused by negligence;

12.3.2

fraud or fraudulent misrepresentation; and

12.3.3

breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

12.4

Subject to and clause 12.3 (liabilities which cannot legally be limited), either party’s total liability to the other party shall be limited as set out in the appropriate Schedule.

12.5

Subject to clause 12.3 and 12.4, this clause 12.5 specifies the types of losses that are excluded:

12.5.1

loss of profits;

12.5.2

loss of sales or business;

12.5.3

loss of agreements or contracts;

12.5.4

loss of anticipated savings;

12.5.5

loss of use or corruption of software, data or information;

12.5.6

loss of or damage to goodwill; and

12.5.7

indirect or consequential loss.

12.6

The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.

12.7

This clause shall survive termination or expiry of this Agreement.

TERMINATION

13.1

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

13.1.1

the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

13.1.2

the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

13.1.3

the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

13.1.4

the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

13.1.5

the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;

13.1.6

a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

13.1.7

an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

13.1.8

the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

13.1.9

a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

13.1.10

a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

13.1.11

any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1.3 to clause 13.1.10 (inclusive);

13.1.12

the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

13.1.13

the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

13.2

For the purposes of clause 13, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

13.3

Without affecting any other right or remedy available to it, 2iC-Care may terminate this Agreement with immediate effect by giving written notice to the Customer if:

13.3.1

the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or

13.3.2

there is a change of Control of the Customer.

OBLIGATIONS ON TERMINATION AND SURVIVAL

14.1

Obligations on termination or expiry

On termination or expiry of this Agreement:

14.1.1

the Customer shall immediately pay to 2iC-Care all of 2iC-Care's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, 2iC-Care may submit an invoice, which shall be payable immediately on receipt;

14.1.2

the Customer shall, where appropriate and within a reasonable time, return all of 2iC-Care's Equipment, if any. If the Customer fails to do so, then 2iC-Care may enter the Customer's premises and take possession of 2iC-Care's Equipment. Until 2iC-Care's Equipment has been returned or repossessed, the Customer shall be solely responsible for its safe keeping.

14.2

Survival

14.2.1

Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

14.2.2

Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

FORCE MAJEURE

15.1

Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

15.1.1

acts of God, flood, drought, earthquake or other natural disaster;

15.1.2

epidemic or pandemic;

15.1.3

terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

15.1.4

nuclear, chemical or biological contamination or sonic boom;

15.1.5

any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;

15.1.6

collapse of buildings, fire, explosion or accident; and

15.1.7

any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party; and

15.1.8

interruption or failure of utility service, other than failure of a party to pay fees in relation to the supply of such utility service.

15.2

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 30 days the party not affected may terminate this agreement by giving [not less than 30]days written notice to the affected party.

GENERAL

16.1

The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

16.2

2iC-Care may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this Agreement, provided that 2iC-Care gives prior written notice of such dealing to the Customer.

16.3

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.4

A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

16.5

A failure or delay by a party to exercise any right or remedy provided under this Agreement 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 provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16.6

A party that waives a right or remedy provided under this Agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

16.7

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

16.8

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

16.9

If any provision or part-provision of this Agreement is deemed deleted under clause 16.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.10

This Agreement together with the relevant Schedules and all Orders placed under it, 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.

16.11

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

16.12

If there is an inconsistency between any of the provisions of this Agreement and the provisions of the Schedules, the provisions of this Agreement shall prevail.

16.13

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

16.14

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

16.15

Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16.16

Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:

16.16.1

delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

16.16.2

if sent by email to the address specified in the Order Form.

16.17

Any notice or communication shall be deemed to have been received:

16.17.1

if delivered by hand, at the time the notice is left at the proper address;

16.17.2

if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting; or

16.17.3

if sent if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 16.17.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

16.18

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

16.19

This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

16.20

Transmission of the executed signature page of a counterpart of this Agreement by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart of this Agreement. If this method of transmission is adopted, without prejudice to the validity of the agreement thus made, each party shall on request provide the other with the "wet ink" hard copy original of their counterpart.

16.21

No counterpart shall be effective until each party has executed and delivered at least one counterpart.

16.22

If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (Dispute) except in relation to non-payment, the Dispute shall be referred to the specified representative CEO of the Customer and CEO of 2iC-Care who shall attempt in good faith to resolve it within 28 days before deferring to the courts.

16.23

This Agreement 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.

16.24

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 this Agreement or its subject matter or formation.

This Agreement has been entered into on the date stated at the beginning of it.

SCHEDULE 1 – Hardware T&Cs of Purchase

INTERPRETATION

1.1

Unless otherwise stated, the definitions in the MSA apply to this Schedule 1.

1.2

Definitions:

Conditions

terms and conditions set out in this document.

Contract

the contract between 2iC-Care and the Customer for the sale and purchase of the Hardware in accordance with these Conditions.

Delivery Location

has the meaning given in clause 4.2.

Estimated Delivery Date

the estimated date for delivery set out in the Order Form

Hardware

the Hardware (or any part of them) set out in the Order.

Order

the Customer's order for the Hardware, as set out in the Order Form.

Order Form

the form setting out the Customer’s Order.

Specification

any specification for the Hardware, including any related plans and drawings, that is agreed in writing by the Customer and 2iC-Care.

Third Party Provider

the third party provider of any telecommunication system hosting or supporting or operating the Hardware from time to time.

Warranty Period

has the meaning given in clause 5.1.

BASIS OF CONTRACT

2.1

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

2.2

The Order constitutes an offer by the Customer to purchase the Hardware in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.3

The Order shall only be deemed to be accepted when 2iC-Care issues a written acceptance of the Order, or signs the Order Form, at which point and on which date the Contract shall come into existence.

2.4

Any samples, drawings, descriptive matter or advertising produced by 2iC-Care and any descriptions or illustrations contained in 2iC-Care's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Hardware referred to in them. They shall not form part of the Contract nor have any contractual force.

FIRMWARE AND SOFTWARE

3.1

The Hardware comprises, amongst other elements, integral firmware and software that are the proprietary intellectual property rights of 2iC-Care and/or its licensors. Such intellectual property rights shall at all times remain the property of 2iC-Care and/or its licensors, despite your purchase of the Hardware.

3.2

You acknowledge that all intellectual property rights in the firmware, software and the Documentation anywhere in the world belong to us, that rights in the firmware and software are licensed (not sold) to you, and that you have no rights in, or to, the firmware and/or the software other than the right to use them in accordance with the terms of the limited licence in this clause.

3.3

You acknowledge that you have no right to have access to the firmware or the software in source code or object code form.

3.4

By using the Hardware in accordance with its associated Documentation, you agree that you shall not:

(a)

not to copy the firmware or the software except where such copying is incidental to normal use of the firmware and/or software, or where it is necessary for the purpose of back-up or operational security;

(b)

not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the firmware or software;

(c)

not to make alterations to, or modifications of, the whole or any part of the firmware or the software, nor permit the firmware or the software or any part of it to be combined with, or become incorporated in, any other programs;

(d)

not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the firmware or the software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the firmware or the software with another software program.

(e)

not to provide or otherwise make available the firmware or the software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any third party without prior written consent from us.

DELIVERY

4.1

2iC-Care shall deliver the Hardware to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Estimated Delivery Date.

4.2

Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. 2iC-Care shall not be liable for any delay in delivery or failure to deliver the Hardware that is caused by a Force Majeure Event or the Customer's failure to provide 2iC-Care with adequate delivery instructions or any other instructions that are relevant to the supply of the Hardware.

4.3

If 2iC-Care fails to deliver the Hardware, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Hardware of similar description and quality in the cheapest market available, less the price of the Hardware

4.4

2iC-Care may deliver the Hardware by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other instalment.

QUALITY

5.1

2iC-Care warrants that on delivery, the Hardware shall:

5.1.1

conform in all material respects with the Specification;

5.1.2

be of satisfactory quality (within the meaning of the Sale of Hardware Act 1979); and

5.1.3

be fit for any purpose held out by 2iC-Care; and

2iC-Care shall pass to the Customer any warranty from the Hardware manufacturer.

5.2

Subject to clause 4.3, if:

5.2.1

the Customer gives notice in writing to 2iC-Care during the Warranty Period within a reasonable time of discovery that some or all of the Hardware do not comply with the warranty set out in clause 4.1;

5.2.2

2iC-Care is given a reasonable opportunity of examining such Hardware; and

5.2.3

the Customer (if asked to do so by 2iC-Care) returns such Hardware to 2iC-Care,

2iC-Care shall, at its option and as the Customer’s sole remedy, repair or replace the defective Hardware, or refund the price of the defective Hardware in full.

5.3

2iC-Care shall not be liable for the Hardware's failure to comply with the warranty set out in clause 4.1 if:

5.3.1

the Customer makes any further use of such Hardware after giving notice in accordance with clause 4.2;

5.3.2

the defect arises because the Customer failed to follow 2iC-Care's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Hardware or (if there are none) good trade practice regarding the same;

5.3.3

the Customer or any third party alters or repairs such Hardware without the written consent of 2iC-Care;

5.3.4

the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

5.4

Except as provided in this clause 4, 2iC-Care shall have no liability to the Customer in respect of the Hardware's failure to comply with the warranty set out in clause 4.1.

5.5

The terms implied by sections 13 to 15 of the Sale of Hardware Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6

These Conditions shall apply to any repaired or replacement Hardware supplied by 2iC-Care.

SIM CARD

6.1

The Customer acknowledges that the SIM element of the Hardware is provided by a Third Party Provider.

6.2

Title to the SIM card shall at all times, remain the property of 2iC-Care.

6.3

The Customer shall:

6.3.1

Not allow any alteration to the configuration of the Sim or any constituent parts;

6.3.2

Notify 2iC-Care immediately of any loss or theft of or damage to the SIM and confirm the same to 2iC-Care within 48 hours;

6.3.3

Not use the SIM in any other hardware device other than the Andi hub;

6.3.4

Not sub-licence, lease, rent, loan, disclose or otherwise transfer the SIM to any third party other than an End User;

6.3.5

Not reverse engineer, decompile, disassemble or otherwise attempt to derive the source or object code of the SIMs or any other software;

6.3.6

Keep login details (including any passwords) for any account secure and be responsible for any activity that occurs under an account assigned to the Customer;

6.3.7

Inform 2iC-Care of any breach of security as soon as practicable;

TITLE AND RISK

7.1

For the purpose of this clause 6, ‘Hardware’ relates only to the Andi hub and does not include the SIM card.

7.2

The risk in the Hardware shall pass to the Customer on completion of delivery.

7.3

Title to the Hardware shall not pass to the Customer until 2iC-Care receives payment in full (in cash or cleared funds) for the Hardware and any other Hardware that 2iC-Care has supplied to the Customer in which case title to the Hardware shall pass at the time of payment of all such sums.

7.4

Until title to the Hardware has passed to the Customer, the Customer shall:

7.4.1

store the Hardware separately from all other Hardware held by the Customer so that they remain readily identifiable as 2iC-Care's property;

7.4.2

not remove, deface or obscure any identifying mark or packaging on or relating to the Hardware;

7.4.3

maintain the Hardware in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

7.4.4

notify 2iC-Care immediately if it becomes subject to any insolvency event; and

7.4.5

give 2iC-Care such information as 2iC-Care may reasonably require from time to time relating to:

(a)

the Hardware; and

(b)

the ongoing financial position of the Customer.

PRICE AND PAYMENT

8.1

The price of the Hardware shall be the price set out in the Order Form, or, if no price is quoted, the price set out in 2iC-Care's published price list in force as at the date of delivery.

8.2

2iC-Care may, by giving notice to the Customer at any time before delivery, increase the price of the Hardware to reflect any increase in the cost of the Hardware that is due to:

8.2.1

any factor beyond 2iC-Care's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

8.2.2

any request by the Customer to change the delivery date(s), quantities or types of Hardware ordered, or the Specification; or

8.2.3

any delay caused by any instructions of the Customer or failure of the Customer to give 2iC-Care adequate or accurate information or instructions.

8.3

The price of the Hardware excludes the costs and charges of packaging, insurance and transport of the Hardware, which shall be invoiced to the Customer.

8.4

2iC-Care may invoice the Customer for the Hardware prior to, on or at any time after the completion of delivery as stated in the Order Form.

8.5

The Customer shall pay each invoice submitted by 2iC-Care:

8.5.1

within 30 days of the date of the invoice or in accordance with any credit terms agreed by 2iC-Care and confirmed in writing to the Customer; and

8.5.2

in full and in cleared funds to a bank account nominated in writing by 2iC-Care, and time for payment shall be of the essence of the Contract.

LIMITATIONS OF LIABILITY

9.1

2iC-Care shall not be liable in any circumstances for any loss arising from:

9.1.1

the misuse of Hardware by the End User or any party acting on his/her behalf; or

9.1.2

non-conformance with the instructions of use by the End User or any party acting on his/her behalf; or

9.1.3

the acts or omissions of any Third-Party Provider.

9.2

Subject to clause 4.2 and in addition to and subject to the Limitation of Liability clause in the Master Services Agreement on which 2iC-Care can rely, 2iC-Care's total liability to the Customer shall not exceed the amount of the Hardware in the specific Order under which the liability arises.

SCHEDULE 2 – SaaS Services Schedule

INTERPRETATION

1.1

Unless otherwise stated, the definitions in the MSA apply to this Schedule 2.

1.2

For the purpose of this Schedule 2, “Reseller” is the entity which has entered into the MSA with 2iC-Care and “Customer” is the end user.

1.3

The definitions and rules of interpretation in this clause apply in this Agreement.

Customer

each end user who signs an agreement with the Reseller for the Resold Services, and for whom the Reseller executes an Order Form and pays the corresponding Subscription Fees.

Customer Data

the data inputted by the Customer, Customers, or the Reseller on the Customer's behalf for the purpose of using the Resold Services or facilitating the Customer's use of the Resold Services and any data generated by, or derived from the Customer's use of the Resold Services, whether hosted or stored within the Resold Services or elsewhere.

Cybersecurity Requirements

all laws and regulations applicable to either party, relating to security of data or network and information systems and security breach and incident reporting requirements, including any applicable data protection legislation, the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the NIS Regulations, all as amended or updated from time to time.

Data

either or both of the Customer Data or the Reseller Data.

Effective Date

the date of this Agreement.

Good Industry Practice

the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading supplier within the relevant industry or business sector.

Incident:

any Vulnerability, Virus or security incident which:

(a)

may affect the Software, the Services or Resold Services; or

(b)

may affect either party's network and information systems, such that it could potentially affect the Software, Services or Resold Services.

Order Form

a written order form, signed by both parties, detailing:

(a)

the Services to be provided by 2iC-Care;

(b)

the Subscription Fees and any other amounts due and payable by the Reseller to 2iC-Care; and

(c)

any amendments to this Agreement agreed by the Reseller and 2iC-Care.

Reseller Data

the data inputted by the Reseller for the purpose of developing, testing, distributing or using the Resold Services or facilitating the Customer's use of the Resold Services and any data generated by, or derived from the Reseller's use of the Resold Services, whether hosted or stored within the Resold Services or elsewhere.

Resold Products

the products purchased by the Reseller and resold to Customers.

Resold Services

the services marketed and licensed by the Reseller to its Customers.

2iC-Care Privacy Notice

the privacy notice accessed at the following link https://www.2ic-care.com/privacy-and-cookies.

Services

the services described in Schedule 1.

Software

the online software applications provided by 2iC-Care as part of the Services.

Subscription Fees

the subscription fees listed in Schedule 4 and payable by the Reseller to the Service Provider for each User Subscription as set out in the relevant Order Form.

Subscription Term

means the term set out in each Order Form during which the Reseller permits each Customer access to the Services.

Territory

the geographical area described in the Order.

User Subscriptions

the number of user subscriptions which entitle Customers to access and use the Services as specified in each Order Form.

VAT

value added tax chargeable in the UK.

Virus

anything or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

Vulnerability

a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

Year

the period of 12 months from the Effective Date and each consecutive period of 12 months thereafter during the term of this Agreement.

APPOINTMENT

2.1

2iC-Care hereby:

2.1.1

grants the Reseller the non-exclusive, non-transferable and revocable right to resell the Services and/or integrate, combine or redistribute the Services with the Reseller Services.

2.1.2

appoints the Reseller to distribute and make available the Resold Services as its non-exclusive distributor in the Territory on the terms of this Agreement.

2.2

The Reseller undertakes not to:

2.2.1

purchase the Services from any person other than 2iC-Care; [or]

2.2.2

during the Term of this Agreement, distribute, create or offer (including as part of or in combination with any Resold Products), any services which compete with the Services.

2.3

The Reseller shall be entitled to describe itself as an "Authorised Reseller" of the Services but (save as set out in this Agreement) shall not represent itself as an agent of 2iC-Care for any purpose, nor pledge 2iC-Care's credit or give any condition or warranty or make any representation on 2iC-Care's behalf or commit 2iC-Care to any contracts. Further, the Reseller shall not without 2iC-Care's prior written consent make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of Services which are inconsistent with those contained in the promotional material supplied by 2iC-Care or otherwise incur any liability on behalf of 2iC-Care howsoever arising.

2.4

The Reseller shall not sell any of the Resold Services through a sales agent or to a sub-distributor or reseller without the prior express written permission of 2iC-Care.

2.5

The Reseller's appointment under this clause 2 only grants to the Reseller a right to distribute the Services as part of the Resold Services, and does not transfer any right, title, licence or interest to any such Services to the Reseller or its customers. Use of the terms "sell", "license", "purchase", "licence fees" and "price" will be interpreted in accordance with this clause.

2.6

2iC-Care reserves the right to sell the Services directly to customers and other resellers inside or outside the Territory.

DOCUMENTATION

3.1

The Reseller shall take reasonable steps in accordance with Good Industry Practice to ensure that Customers, and prospective customers of the Resold Products and Resold Services, are made aware of any operative instructions and any restrictions in relation to use of the Resold Products and Resold Services.

RESELLER'S WARRANTIES, UNDERTAKINGS AND OBLIGATIONS

4.1

The Reseller undertakes and agrees with 2iC-Care to:

4.1.1

use its reasonable endeavours to promote the distribution and sale of the Resold Products and Resold Services in the Territory and to expand the sale of the Resold Products and Resold Services;

4.1.2

employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Reseller's obligations under this Agreement;

4.1.3

allow 2iC-Care no more frequently than once a year in the case of physical audits (or its nominee, including without limitation its designated accountants or auditors), on reasonable notice, access to all accounts and records relating to the Resold Products and Resold Services for the purpose of inspection to audit compliance with this Agreement;

4.1.4

inform 2iC-Care immediately of any changes in ownership or Control of the Reseller and of any change in its organisation or method of doing business which might affect the performance of the Reseller's duties in this Agreement.

4.2

The Reseller represents, warrants and undertakes that:

4.2.1

it has full capacity and authority and all necessary consents to enter into and to perform this Agreement and to grant the rights and licences referred to in this Agreement and that this Agreement is executed by its duly authorised representative and represents a binding commitment on it;

4.2.2

without affecting its other obligations under this Agreement it shall comply with all Applicable Legislation in the performance of its obligations under this Agreement.

ACCESS TO SERVICES AND DATA

5.1

2iC-Care reserves the right in the event of:

5.1.1

a breach or suspected breach of this Agreement by the Reseller (other than non-payment), on no less than thirty (30) days' prior written notice to the Reseller, such notice specifying the breach of this clause and requiring it to be remedied within the thirty (30) day period, to suspend the Reseller's right to resell the Products and Services for the duration of time that the breach remains unremedied;

5.1.2

a cyber or other security incident significantly affecting, or in 2iC-Care's reasonable opinion, likely to significantly affect the provision of the Services or harm customers, to disable access to the Services for such period required for the incident to be contained.

5.2

Save as expressly permitted under this Agreement, the Reseller shall not:

5.2.1

except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

(a)

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, the Software or Documents (as applicable) in any form or media or by any means; or

(b)

attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Services;

5.2.2

access all or any part of the Services, Software and Documents to build a product or service which competes with the Services, Software or the Documents;

5.2.3

use the Services, Software or Documents to provide services to third parties;

5.2.4

license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise make the Services, Software or Documents available to any third party; or

5.2.5

attempt to obtain, or assist third parties in obtaining, access to the Services, Software or Documents.

5.3

The Reseller shall take reasonable steps in accordance with Good Industry Practice to prevent any unauthorised access to, or use of, the Services, Software or the Documents and, if there is any such unauthorised access or use, promptly notify 2iC-Care.

5.4

2iC-Care is entitled to make changes to the Services, Software or Documents provided such changes do not adversely affect the Resold Services in any material respect, and shall give written notice of such changes to the Reseller as soon as reasonably practicable.

5.5

The Reseller shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Reseller Data. The Reseller hereby licenses 2iC-Care to use the Reseller Data for:

5.5.1

the proper performance of the Services;

5.5.2

the purposes set out in 2iC-Care Privacy Notice;

5.5.3

anonymised and aggregated processing of the data for analytical and marketing purposes;

5.5.4

all other purposes relevant to the proper exercise of 2iC-Care's rights and obligations under this Agreement.

SERVICE OBLIGATIONS

6.1

Subject to the Customer’s proper use of the Resold Products and Resold Services, 2iC-Care shall use commercially reasonable efforts to make the Services available 24 hours a day, seven days a week, except for:

6.1.1

planned maintenance carried out from time to time with prior notification

6.1.1

unscheduled maintenance performed outside Normal Business Hours, provided that 2iC-Care has used reasonable endeavours to give the Reseller notice in advance.

2IC-CARE WARRANTIES, UNDERTAKING AND OBLIGATIONS

7.1

2iC-Care warrants to the Reseller that the Services supplied or licensed by it under this Agreement will operate substantially in accordance with, and perform, the material functions and features as set out in the applicable part(s) of the Document.

7.2

The warranty at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Hardware and/or Services contrary to 2iC-Care's or manufacturer’s instructions, or modification or alteration by any party other than 2iC-Care or 2iC-Care's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, 2iC-Care will, at its expense, and as the Reseller's sole right and remedy, correct any such non-conformance promptly.

7.3

This Agreement shall not prevent 2iC-Care from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documents, products or services which are similar to those provided under this Agreement.

7.4

Save as expressly set out in this Agreement, 2iC-Care:

7.4.1

does not warrant that the Reseller's use of the Services will be uninterrupted or error-free; and

7.4.2

is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, or arising from any third party utility provider or third party peripherals or hardware not supplied by 2iC and the Customer acknowledges that the Services, Software and Documents may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.5

2iC-Care warrants and undertakes that:

7.5.1

it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement;

7.5.2

it will comply with all applicable Legislation with respect to its obligations under this Agreement;

7.5.3

ADVERTISING AND PROMOTION

The Reseller shall:

8.1

be responsible for and observe all directions and instructions given to it by 2iC-Care in relation to the promotion and advertisement of the Resold Services to the extent that such promotions or advertisements refer to the Services or otherwise use 2iC-Care’s trade marks, and shall not make any written statement as to the quality or manufacture of the Services without the prior written approval of 2iC-Care; and

8.2

conduct its business in a manner that reflects favourably at all times on 2iC-Care and the good name, goodwill and reputation of 2iC-Care and not enter into any contract or engage in any practice that is or may be detrimental to the interests of 2iC-Care in the Services.

SECURITY OF THE SERVICES

9.1

Each party:

9.1.1

warrants that it is operating at the standard of ISO/IEC 27001; and

9.1.2

shall take all reasonable steps in accordance with Good Industry Practice not to introduce any Viruses or Vulnerabilities into the network and information systems of the other party or any Customer, when exercising its rights or fulfilling any of its obligations under this Agreement.

9.2

Each party shall notify the other immediately if it becomes aware of any Incident, and respond without delay to all queries and requests for information from the other party about any Incident, in particular bearing in mind the extent of any reporting obligations the other party may have under the NIS Regulations and applicable data protection legislation and that the other party may be required to comply with statutory or other regulatory timescales.

LIMITATION OF LIABILITY

10.1

In addition to the clauses set out in the Master Services Agreement:

10.1.1

2iC-Care's total aggregate liability to the Reseller in respect of all breaches of duty occurring within any contract year shall not exceed the cap. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, 2iC-Care's total liability for those claims shall not exceed the single highest annual cap for those contract years.

10.1.2

In clause 13.1.1:

(a)

Cap - The cap is the one hundred per cent (100%) of the amount actually paid by the Reseller to 2iC-Care under this Agreement in the contract year in which the breaches occurred; and

(b)

Contract year - a contract year means a 12 month period commencing on the Effective Date or any anniversary of it.

EFFECTS OF TERMINATION

11.1

On termination or expiry of this Agreement for any reason:

11.1.1

the Reseller’s rights to use the Services shall immediately cease;

11.1.2

all outstanding Orders placed by the Reseller shall be cancelled and the Reseller shall cease all marketing and sales activity and transfer all live opportunities to 2iC-Care, or their nominee;

11.1.3

for no more than one month following termination of this Agreement the Reseller shall provide all assistance and information requested by 2iC-Care and shall co-operate with 2iC-Care and any replacement reseller to facilitate a smooth transition from the Reseller;

11.1.4

the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced; and

11.1.5

where requested by the Reseller, 2iC-Care shall provide guidance (at the Reseller’s cost) to assist with any download of Data before the termination of the Services and if no request is made within 28 days of termination 2iC-Care shall, in accordance with its data deletion policy destroy (and in the case of electronic data, delete from any network and information systems under its control) all Reseller Data and Customer Data and any electronic data shall be considered deleted, for the purpose of this clause where it has been put beyond use by 2iC-Care.

11.2

The termination of this Agreement shall not of itself give rise to any liability on the part of 2iC-Care to pay any compensation to the Reseller for loss of profits or goodwill, to reimburse the Reseller for any costs relating to or resulting from such termination, or for any other loss or damage.

SCHEDULE 1

SERVICES, RESOLD SERVICES [AND RESOLD PRODUCTS]

PART 1

Services – the provision of a SaaS solution to the Reseller to enable access for Customers to 2iC-Care’s innovative platform combines telecare, telehealth, and telemedicine to transform health and social care services for the elderly, residential care homes, and assisted living facilities.

PART 2

Resold Products – the Andi hub.

PART 3

Resold Services - the provision of a SaaS solution by the Reseller to the Customer, in conjunction with the Resold Products to enable access for Customers to 2iC-Care’s innovative platform combines telecare, telehealth, and telemedicine to transform health and social care services for the elderly, residential care homes, and assisted living facilities.