Silverwing

Terms of Service

Silverwing Platform, Software and Services

Agreement between:

Casqol Limited (t/a Silverwing)

and

The Client

Date: [XX/XX/XXXX]

PARTIES

1. [Client name and details] ('You') ('Your') ('Client') ('[Client name]').

2. Silverwing, trading name of Casqol Ltd, a company registered in England and Wales (company number 10716411) and with the registered address 243 High Street, Boston Spa, West Yorkshire LS23 6AL, VAT number 273673576 ('We') ('Our') ('Us') ('Casqol') ('Silverwing').

(Each is a "Party" and collectively the "Parties").

The Parties have agreed:

RECITALS

A. Silverwing and the Client seek to record the terms upon which Silverwing shall provide the Services (as defined below).

B. The terms and conditions in this Agreement shall apply until such time they are revoked, amended, or replaced by agreement between the Client and Silverwing.

By either using Our Services or Your Signature of this Agreement, You confirm that you accept the terms of this Agreement and that You agree to comply with them. If You do not agree to these terms, You must not use our Services. We recommend that you print a copy of these terms for future reference. If You are accepting these terms on behalf of another person, company or other legal entity, you represent and warrant that you have full authority to bind that person, company or legal entity to the terms of this Agreement.

We reserve the right to change this Agreement at any time. You shall be notified at the point of login if updated versions of this Agreement are to be used and the updated terms of this Agreement will be effective immediately. Continued use of the Services after any such changes constitutes Your consent to such changes.

Definitions and Interpretation:

Account	means a profile that is unique for each organisation that is used for managing the electronic transmission of information between a Buyer, Silverwing, Suppliers and Lessors on the Platform, in accordance with this Agreement
Acquirer	means an organisation licensed as a member of a Scheme, which: processes card payments for us, where we are acting as a sales agent for Upfront Payments on Your behalf
Agreement	means this agreement detailing the terms of service agreed between Silverwing and the Supplier / You
Authorised User	means Your employees, agents and independent contractors who are authorised by You to use the Platform and the Services
Automatic Order Acceptance	has the meaning as set out in section 4.5.4
Available	means the recorded status on the Platform of the Offer as available to be purchased from a Supplier by a Buyer
Background Intellectual Property Rights (or Background IPR)	means any and all existing Intellectual Property Rights that are not Foreground Intellectual Property, owned or controlled by the relevant Party or licensed to the relevant Party prior to or outside this Agreement and in any event generated without reliance on any Foreground Intellectual Property or other Intellectual Property Rights connected with this Agreement
Balance Transfer Statement	means a statement note that sets out the monies that Silverwing owes You and that You owe Silverwing and is settled on a net settlement basis as set out in section 4.12
Business Day	means any weekday (excluding Saturdays, Sundays and public holidays) in the United Kingdom
Buyer	means third parties who are eligible to purchase Products from Suppliers via the Platform
Buyer Contract Price	means the Purchaser Contract Price where the Client is acting as a Supplier to sell to Buyers
Call Off Contract	means the separate purchase contract between You and the relevant Buyer arising from an order placed through the Platform under a relevant Framework Agreement
Charge Back	means the reversal of a payment by a Buyer because of a perceived violation of Scheme rules or procedures, arising from a disagreement over issues including but not limited to: whether or when a payment occurred; the provision of the goods or services to which the payment relates; the amount involved; or whether consent for the payment was given by the Buyer
Charge Back Fee	means the charge made to You for the processing of Charge Backs including: the investigation of the circumstances surrounding the Charge Back; collation and submission of evidence to the Acquirer; and, the payment of fees to the Acquirer in respect of the Charge Back
Client Data	means Supplier Data and/or Node Controller Data as appropriate
Confidential Information	means all information of a confidential nature disclosed (whether in writing, verbally or by any other means whether directly or indirectly) by either Party to the other whether before or after the date of this Agreement including, without limitation, any information relating to customers, personnel, suppliers, products, documents, operations, methodologies, processes, developments, specifications, materials, drawings, designs, plans, intentions, product information, software listings, source or object code, know-how, design rights, trade secrets, market opportunities, business affairs under this Agreement
Contact Data	means the Personal Data of each party's employees or representatives Processed by the other party, under, or in connection with, this Agreement, including in relation to the Supplier personal data relating to its employees and representatives used to establish and maintain an account on the Platform, and otherwise as provided for in section 13.2 for the purposes of administering and management of this Agreement (and as may be more particularly described in the Data Protection Particulars).
Controller	has the meaning given to it in the Data Protection Laws
Cookie Policy	means the use by Silverwing of cookies to make our Services more user-friendly and improve the overall user experience as more particularly described in the written statement which expresses how we use cookies throughout the delivery of the Services
Current Price	means in respect of a Offer with an applicable Price Curve, the lesser of the Initial Price or the Price Due for the most recent Qualifying Purchase at any given time within the Offer Period
Data Protection Laws	means any law, statute, regulation, or other binding orders, decisions and judgements of a competent court or authority within the UK which relates to the protection of individuals with regards to the processing of personal data including the Data Protection Act 2018 and the General Data Protection Regulation 2016/679 as it forms part of UK law ("UK GDPR")
Data Subject	has the meaning given to it in the Data Protection Laws
Data Subject Request	means an actual or purported subject access request or notice or complaint from (or on behalf of) a data subject exercising his rights under the Data Protection Laws
Delivery Information	means all information related to the delivery of Products, including without limitation, the serial number for each Product (where appropriate), the date of delivery, the quantity of Products included within delivery
Digitised	means the automated invoicing and payment arrangement with a Lessor as described more fully in section 4.7
Disbursement	means any other charge incurred on Your behalf for the purposes of completing the Services
Disclosed Agent	has the meaning set out in section 22.5 of VAT guide (VAT Notice 700)
Discount Monies	means the difference between the Buyer Price Due and the Buyer Minimum Price as set out in the Relevant Price Curve. This is a contingent rebate payment and will be held in trust in the Discount Monies Account on your behalf (where you act as a Supplier) or on the Vendor's behalf (where you act as a Purchaser) (including any taxes)
Discount Monies Account	means an account held on behalf of the Client or Vendor (as applicable) by Silverwing for the holding of Discount Monies
Documentation	means any information in written form that relates to the use of the Platform
E-signature Fee	means any charge incurred on Your behalf from a Buyer for the purposes of completing an E-signature
Final Buyer Contract Price	means the Current Price for a Buyer at the exact point in time when the Offer Period ends
Final Payment	has the meaning as set out in section 28.6.1
Final Price	means the Current Price at the exact point in time when the Offer Period ends
Foreground Intellectual Property	means all Intellectual Property Rights and other matters capable of being the subject of Intellectual Property Rights that are conceived, first reduced to practice or writing or developed in whole or in substantial part in the course of this Agreement
Framework Agreement	means an agreement between one or more contracting authorities and one or more economic operators, the purpose of which is to establish the terms governing contracts to be awarded during a given period, in particular with regard to price and, where appropriate, the quantity envisaged, and is compliant with the Public Contracts Regulations 2015
Holding Account	means a dedicated bank account held by Silverwing to hold funds including the aggregate total of payments received on Your behalf not yet included within a Remittance
Intellectual Property Rights (or IPR)	means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trademarks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, data exclusivity rights, approvals, utility models, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case: whether registered or not including any applications to protect or register such rights, including all renewals and extensions of such rights or applications, whether vested, contingent or future, and wherever existing
Initial Payment	has the meaning as set out in section 28.4.4
Initial Price	means the price for the first unit of a Offer with an applicable Price Curve
Invitation to Invoice	means the separate agreement for purchase between the Lessor and the Supplier
Lessor	means third parties who offer leases to Buyers on the Platform
Manual	means the manual invoicing and payment arrangement with a Lessor as described more fully in section 4.7
Margin	means the value in Pound Sterling that the Client adds to the Vendor Price Curve to sell for each Qualifying Purchase to Buyers. In effect the addition of the Margin creates the Supplier Price Curve (including any taxes)
Minimum Price	means the lowest price set out in the Relevant Price Curve (including any taxes and charges for additional services)
Node	means any white-labelled platform using the Silverwing infrastructure
Node Controller	means an organisation that manages a Node
Node Controller Content Information	means any information provided by a Node Controller that relates to customisation of a Node. This shall include but not be limited to text, images and videos
Node Controller Data	means (i) Node Controller Content Information, Node Controller Offer Information, payment or order processing details or any other information (documented in written, electronic or any other relevant form) inputted by You, or by Silverwing on Your behalf for the purpose of using the Services or facilitating Your use of the Services as a Node Controller and (ii) the personal data of your employees and representatives provided to Silverwing and which are hosted on the Platform and shared with other members of the Platform as part of your public profile (in accordance with section 12.6) or otherwise shared with Buyers, Suppliers, Vendors and Lessors for the purpose of facilitating a sale or purchase of the Products on a Node (as may be more particularly described in the Data Protection Particulars)
Node Controller Offer Information	means any information in written form provided by a Node Controller including but not limited to the approved Offers, approved Buyers, approved Suppliers, approved Lessors, Node Controller Transaction Fee, and the curation of Offers into Categories and Subcategories
Node Controller Transaction Fee	means a transaction fee charged by a Node Controller to a Buyer and/or Supplier for transactions which take place via a specific Node (including any relevant taxes and charges for additional services)
Node Controller Transaction Fee Agreement	means the separate purchase contract between the Node Controller and relevant Supplier or Buyer arising from an order placed through the Platform on a given Node.
Offer	means the structure that governs the purchase and/or sale and/or lease of a Product on the Platform
Offer Information	means any information in written form provided by either a Vendor or a Supplier that relates to the creation of an Offer. This shall include but not be limited to either a price per unit, the Supplier Buy Price, the start date and end date of the Offer, Product information, additional services, Stock, eligible Nodes, Suppliersand Buyers, and terms of supply
Offer Period	means the prescribed period of time for which each Offer is open, as visible to the Buyer on the Platform
Parties	means Silverwing and the Supplier entering into this Agreement
Payment Processing Fee	means any charge incurred on Your behalf from an Acquirer for the purposes of processing an Upfront Payment by card payment
Personal Data	has the meaning given to it in the Data Protection Laws and for the purposes of this Agreement, includes special categories of Personal Data, as described in Article 9 of the UK GDPR or as such data sets are otherwise described under the Data Protection Laws
Pending Price Curve Credits	means a Price Curve Credit where payment from the Purchaser for the Qualifying Purchase has not been received in full by Silverwing
Personal Data Breach	as the meaning given to it in the Data Protection Laws
Platform	means the Silverwing platform or any Node on which the Services are provided
Price Due	means the total amount that the Buyer or Lessor are responsible for paying to Silverwing on Your behalf (including any relevant taxes and charges for additional services)
Price Curve	has the meaning and approach more particularly described in section 28.1
Price Curve Credits	means the funds generated as a discount and available for the Purchasers to use as described more fully in section 28.5
Price Payable	means the unit price seen by a Purchaser for a Qualifying Purchase reflecting both the Current Price and the quantity of units stated in the Order (including any relevant taxes and charges for additional services)
Privacy Policy	means Silverwing's written statement disclosing the ways in which we may gather, use, disclose, and manage Your personal data and the personal data of Authorised Users
Processing	means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction; and "Processed" and "Processing" shall be construed accordingly;
Processor	has the meaning given to it in the Data Protection Laws
Product	means the goods and/or services which are purchased by the Buyers or Lessors from the Supplier(s) via the Platform and subject to the Supply Contract and this Agreement. For the avoidance of doubt these must be standard commodity items, each with their own applicable SKU
Purchaser	means either a Buyer or the Client (as applicable) when purchasing Products via the Platform
Purchaser Contract Price	has the meaning as set out in section 28.1.5
Qualifying Purchases	means those purchases using a Price Curve made by Purchasers which have had such discounted volume prices in accordance with (and which are consistent with) the Price Curve confirmed by the Supplier (or the Vendor, as applicable) and/or have not for any reason subsequently been cancelled or withdrawn by Silverwing or the Supplier (or the Vendor, as applicable), or returned by the Purchaser (see section 4.12 Returns)
Reconciled	means a payment as marked as received in accordance with an order. Silverwing will use best efforts to reconcile payment within one (1) Business Day after the receipt from Silverwing of a payment, unless otherwise notified by Us in writing
Redeemable	means the recorded status on the Platform of the Purchaser’s Price Curve Credit as available to be utilised
Regulator	means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws, including (where applicable) in the UK, the Information Commissioner's Office;
Regulator Correspondence	means any correspondence from the Regulator in relation to the Processing of the Supplier Data;
Relevant Price Curve	means the Price Curve unique to an Offer, where applicable
Remittance	means the aggregate net payment due calculated in accordance with the Balance Transfer Statement as described more fully in section 4.12
Reporting Period	means the regular period for which the Remittance is calculated. Unless otherwise agreed in writing, the Reporting Period shall be from 17:00:00 until 16:59:59 for each Business Day shall apply. Weekly, fortnightly and monthly Reporting Periods may also be agreed
Restricted Country	means a country, territory or jurisdiction outside the United Kingdom which is not covered by an adequacy determination by the UK Government
Sales Agreement	means the separate purchase contract between the Buyer and relevant Supplier arising from an order placed through the Platform. For public sector organisations this may constitute a Call Off Contract under a Framework Agreement
Scheme	an organisation which manages and controls the rules for clearing of payments through a network of participating members or entities, or an organisation which operates or owns such a network, where Schemes which are supported for Upfront Payments may include American Express, MasterCard and Visa, and where the supported Schemes may change from time to time
Services	means the provision of services in connection with providing the Platform in accordance with this Agreement and any additional services as described more fully in section
Silverwing Data	means all data, including, but not limited to meta data (other than the Client Data or any personal information provided by the Buyer or Supplier (if any)) which is conceived, mined, first reduced to practice or writing or developed in whole or in substantial part as a result of data which is analysed by Silverwing during the course of this Agreement. Silverwing shall own all rights, title and interest in and to all of the Silverwing Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Silverwing Data
Stock	means inventory exclusive for the Vendor Promotion
Supplier Contract Price	means the Purchaser Contract Price where the Client acts as Purchaser
Supplier Data	means (i) the Offer Information, Supplier Offer Information, payment or order processing details or any other information (documented in written, electronic or any other relevant form) inputted by You, or by Silverwing on Your behalf for the purpose of using the Services or facilitating Your use of the Services and (ii) the personal data of your employees and representatives provided to Silverwing and which are hosted on the Platform and shared with other members of the Platform as part of your public profile (in accordance with section 12.6) or otherwise shared with Buyers, Node Controllers, Suppliers, Vendors and Lessors for the purpose of facilitating a sale or purchase of the Products (as may be more particularly described in the Data Protection Particulars)
Supplier Buy Price	means the indicative price displayed on the Platform at which Suppliers may purchase from Vendors
Supplier Offer Information	means any information in written form provided by the Supplier that relates to joining an Offer. This shall include, but not be limited to Your preferred Vendor, margin, additional services, Stock, relevant Framework Agreement and Supply Contract
Supplier(s)	means third parties who offer their Products and services for Buyers to purchase via the Platform
Supply Contract	means either a Sales Agreement or an Invitation to Invoice (as applicable)
Third Party Request	means a request from any third party for disclosure of Supplier Data where compliance with such request is required or purported to be required by applicable law.
Trade Credit	means the payment terms and amount that a Buyer must abide by as set out in a Sales Agreement (typically payment within a maximum of 30 days' receipt of a valid and undisputed invoice)
Trade Credit Information	means any information in written form provided by the Supplier that relates to the creation of a Trade Credit Facility. This shall include but not be limited to your trade credit application form, the contact details of your risk management team and whether an E-signature is required for completion.
Transaction Fee	means the fee that has been agreed between You and Silverwing
Transaction Value	means the total amount that the Buyer or Lessor are responsible for paying to Silverwing on behalf of the Supplier (including any relevant taxes and charges for additional services). Where a Buyer purchases a Product using a Price Curve this is the Final Price
Undisclosed Agent	has the meaning set out in section 22.6 of VAT guide (VAT Notice 700)
Upfront Payment	means an order where payment of the Price Due is initiated by the Buyer upon submission of an order. An Upfront Payment may be made by card payment
Vendor	means third parties who create Offers for their Products and services via the Platform and do not sell directly to Buyers
Vendor Contract	means the separate purchase contract between the Client and relevant Vendor arising from an order placed through the Platform
Vendor Promotion	means the authorised programme "Devices for Education"
You / Your	refers to the Node Controller and Supplier entering into this Agreement

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

Section headings shall not affect the interpretation of this Agreement.

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

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

Words in the singular shall include the plural and vice versa.

A reference to one gender shall include a reference to the other genders.

A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

A reference to in writing or written includes e-mail.

References to sections are to the clauses of this Agreement.

Terms which are defined in a section of this Agreement shall have the meaning ascribed in such section and shall apply to this Agreement accordingly.

Introduction

This Agreement governs Your use and access to the Platform (including but not limited to www.devicesforeducation.com and www.silverwing.co) which is for Buyers to purchase Products from Suppliers and is for business purposes only i.e. excludes use in a domestic consumer context.

The following provisions of this Agreement apply and continue to apply from Your acceptance and use of the Services provided on the Platform.

Your use of the Services or by registering with us, and either by ticking "I Accept" (on the Platform) or your signature of this Agreement, constitutes Your agreement to be bound by the provisions of this Agreement, and that You will establish an Account with Silverwing. For the avoidance of doubt, Your acceptance of the provisions of this Agreement is a pre-requisite of using the Platform. Each use of the Services is subject to the then-current form of this Agreement.

Permitted Use

In accordance with section 13.2 and as part of the registration process, You consent to Us using any of the Client Data You provide during registration in order to verify its accuracy and Your eligibility to use the Services. This process may include the use of third parties who provide services to Silverwing for verification purposes.

By entering into this Agreement, You authorise Silverwing to act as Your non-exclusive agent for the purposes of:

(a)concluding Your sales of Products and facilitating, making and receiving payments for orders on Your behalf with Buyers or Lessors; and

(b)producing relevant documentation in Your name; and

(c)receiving payment of your Node Controller Transaction Fees associated with the sales of Products between Buyer and Suppliers on your Node.

The Parties agree that any Product sales or leases made using the Platform to Buyers or Lessors will be subject to the Sales Agreement or Invitation to Invoice (as appropriate) (and together the Sales Agreement or Invitation to Invoice shall be referred to as a "Supply Contract") and this Agreement is and remains completely separate to the Supply Contract (as appropriate). To the extent there are any terms in the Supply Contract that conflict or are inconsistent with the terms of this Agreement, You agree to vary such Supply Contract to the extent required to overcome the conflict or inconsistency only. For example, You authorise that We may conclude sales orders and make and receive payments on Your behalf (in relation to the supply of Products by Buyers or Lessors (per the Digitised process) from You) in accordance with section 3.2 and You agree to inform the Buyer or Lessors of the same.

With regards to these supplies, You acknowledge that:

where Silverwing is appointed as an agent in accordance with section 3.2 it is solely arranging Supply Contracts on Your behalf and is not trading on Silverwing's own account nor is Silverwing a party to the Supply Contracts;

under no circumstances will Silverwing be the owner or user of any of the Products;

Silverwing will not alter the nature or value of any of the Products supplied by You to the Buyer or Lessors.

Subject to Your compliance with the terms of this Agreement, we hereby grant to You a non-exclusive, non-transferable right to use the Services solely for Your internal business operations.

As a condition of use of the Platform and the Services, You agree and warrant that:

You will solely use the Services for business purposes and for the marketing of the Node and the sale of Products via the Platform. Should Silverwing become aware that You are using the Services for non-business purposes or using Silverwing Data (including Buyer information) to sell Products other than via the Platform, subject to section 16, we reserve the right to immediately suspend or terminate this Agreement removing Your access to the Services and Platform without liability to You;

You are an eligible Supplier under a Vendor Promotion;

You have the necessary authority to enter into this Agreement.

This Agreement will apply from date of acceptance by You until such time as it is terminated by either Party in accordance with its terms.

Subject to section 16, We reserve the right, at our discretion and without liability to You, to suspend, disable or terminate Your access to the Services and/or Platform, or parts of it, if we reasonably believe that You are acting in breach of this Agreement; and/or are using the Services unlawfully. This will not remove or impact any applicable liabilities You may have to Buyers or Lessors pursuant to a Supply Contract.

You must not attempt to access all or any part of the Services in order to build a product or service which competes with Silverwing; or to license, sell, lease, distribute, display, disclose, or otherwise commercially exploit the Services; or make the Services available to any third party, or attempt to obtain, or assist third parties in obtaining, access to the Services.

You will not maliciously (or otherwise) attempt to impinge the Services in any way; for example, via malware, crawlers, robots, worms, data mining or extraction tools or any other functionality designed to disrupt, interfere with or expropriate the Services.

You must not scan, test or otherwise measure the security or configuration of the Platform, or to breach security or authentication measures in any manner.

You must not download any copyrighted, Confidential Information or private information. You agree that We own all IPR within all aspects of the Services. Silverwing owns all rights in relation to documents, patents, copyrights, database rights, trade secrets, trade names and trademarks (whether registered or unregistered) in relation to the Services, Documentation and the Platform.

You will comply with all legislation in relation to the Products You supply to Buyers or Lessors via the Platform which will not, by Your export, sale or use of those Products, violate any law or cause Silverwing to violate any law;

You must not attempt to log into an Account which You are not authorised to access;

If You do not sign into Your Account for a period of 36 months Your Account may be considered inactive and may, subject to a written notification, be closed by Us, terminating this Agreement.

1.2You warrant and represent that You shall, and ensure that Authorised Users shall, keep confidential and, except as provided for in this Agreement, not share with any third party their password or access details provided to facilitate access to the Platform. You shall contact Us if updates to any list of Authorised Users given to Us are required, including when Authorised Users cease to be employed or engaged by You.

1.3You are responsible for maintaining the confidentiality of your passwords and usernames, and shall be liable for all activities that occur under your Account.

1.4You shall immediately notify Us in writing if You become aware of any unauthorised use of Your passwords, the Platform, or any other breach of security.

1.5You accept that you shall be liable for any loss or damage arising from Your failure to provide Us with accurate information; or Your failure to keep passwords secure and any unauthorised access to the Platform caused (in whole or in part) by You.

1.6We reserve the right to monitor usage by all Authorised Users (by way of audits or otherwise) for the purpose of (among others) ensuring compliance with this Agreement. Any audit may be carried out by Us or a third party authorised by Us. If any audit reveals that any password has been provided to an individual that is not an Authorised User, We shall, without delay, disable any such passwords.

1.7In the event of unauthorised use of the Platform by You or Authorised Users, We reserve the right to deny You or Authorised Users access to the Platform by blocking, without prior notification, the IP addresses that You or Authorised Users used to access the Platform.

1.8We will not be liable or be required to remedy any problem arising from or caused by the Your use of the Platform in a manner other than as directed by Us.

The Services

The Services allow You to access the Platform and:

create and join Offers to sell Products to Buyers;

introduce Buyers to Lessors and sell Products to Lessors;

feature third party Supplier Offers on Your Node; and

receive Node Controller Transaction Fees.

The Services and associated processes are detailed in the remainder of this section 4 and for the avoidance of doubt, Silverwing only provides the Services as outlined in this section unless otherwise agreed in writing between the Parties.

Supplier Created Offers

At our discretion, You may submit Offer Information to the Platform for the supply of Products to Buyers or Lessors. Alternatively, You may provide Silverwing with Offer Information in writing, for Silverwing to upload on Your behalf. Your submission of the Offer Information to the Platform shall constitute the creation of an Offer.

This will be made Available for Buyers or Lessors to purchase Products when an Offer meets the requirements set out in the Offer Information.

Once Available, all Offer Information may be changed within the Platform.

Joining a Vendor Created Offer

At Your discretion, You may join an Offer that is Available to You from a Vendor. You can view the Offer Information as set out by the Vendor.

You can submit Supplier Offer Information to the Platform. Alternatively, You may provide Silverwing with Supplier Offer Information in writing, for Silverwing to upload on Your behalf. Your submission of the Supplier Offer Information to the Platform shall constitute the joining of an Offer.

This will be made Available for Buyers or Lessors to purchase Products when an Offer meets the time requirements set out in the Offer Information.

Once Available, all Supplier Offer Information may be changed within the Platform.

Sales to Buyers

Subject to section 3.3, sales to Buyers are governed by the relevant Sales Agreement.

Sales to Buyers order and acceptance process:

(a)Buyers submit orders utilising the Platform. Upon submission of an order, a purchase order will be automatically generated from the Buyer to Silverwing (acting on Your behalf). Immediately, Silverwing will generate a purchase order for sales on Your behalf, disclosing the identity of the Buyer. You can access this second purchase order on the Platform or You may elect to receive this purchase order via email to Your designated email address.

it is Your responsibility to notify Silverwing by either accepting or rejecting the orders on the Platform or via email and the terms of the Sales Agreement will apply in relation to the supply of the Products from You to the Buyer.
Once Silverwing receives this notification (as referred to at section 4.5.2(b), the order will be considered accepted and Silverwing will conclude the transaction as Your authorised Undisclosed Agent (or Disclosed Agent at Your discretion) on Your behalf with the Buyer.
You are responsible for notifying Silverwing of the Delivery Information of the order.

Invoice generation for Sales to Buyers

Subject to Your acceptance of the order for a sale to a Buyer, Silverwing will create an invoice for the Price Due for the order on Your behalf at the appropriate time. The invoice will be addressed and sent in electronic form to the Buyer by Silverwing, acting on Your behalf, and in Silverwing's name whilst referencing and disclosing Your identity as principal. The invoice will include the payment details (as set out in section 4.5.5 including but not limited to Price Due, Silverwing Bank details and payment terms) at the relevant time set out on the Platform. Simultaneously, Silverwing will create an invoice for the Price Due in Your name addressed and sent to Silverwing for Your sale on Your behalf, referencing and disclosing the identity of the Buyer. For the purposes of VAT, Silverwing will be acting as Your Undisclosed Agent.

Automatic Order Acceptance is a feature that, where You are selling Products, enables You to automatically accept an order for the sale of a Product where the Buyer has sufficient Trade Credit and the Product is in stock. The use of Automatic Order Acceptance shall be at your sole discretion. You will be notified when this feature is available to use.

Payment for sales to Buyers:

(b)Buyers may use the Platform to make purchases of Products using their Trade Credit Facility (see section 4.11), as may be set out in the Sales Agreement. If a Buyer uses the Platform to make a purchase without, or in excess of their Trade Credit Facility, then Upfront Payment will be required.

(c)Subject to section 4.11, if a Buyer has purchased Products using credit granted under a Trade Credit Facility, it is the Buyer and not Silverwing that should be pursued for payment.

(d)Pursuant to section 3.2, Silverwing is authorised to act as Your sales and payment agent for the receipt of payment of Products on Your behalf. The Buyer will pay Silverwing in full and on demand as an Upfront Payment or on or in advance of the Trade Credit Facility. The receipt of the Price Due funds in full will extinguish the Buyer's obligation to pay You under the Sales Agreement. For the avoidance of doubt, upon Our receipt of the Price Due in Full, title (where relevant) will transfer from You to the Buyer.

(e)Upon Silverwing's Reconciled receipt of payment in full of the Price Due from the Buyer, Silverwing will confirm receipt by adding Your relevant invoice to Silverwing for the sale on Your behalf to the Balance Transfer Statement and will initiate onward payment to You in accordance with the Section 4.12.

Sales to Lessors

1.9

Buyers may choose to lease Products via the Platform. For the avoidance of doubt, not all Products can be leased. When a Buyer leases a Product this will involve the sale to the Lessor.

Initially, the Lessor may choose to use either the Manual or the Digitised process to purchase Products from You. By default the Manual process will be used.

Lease Request order and acceptance process

Lease requests are submitted by Buyers utilising the Platform. Upon submission of a request for quotation (RFQ), an RFQ will automatically be generated from the Buyer to Silverwing (acting on Your behalf). Immediately Silverwing will generate an RFQ, disclosing the identity of the Buyer. You can access this second RFQ on the Platform and from Your dedicated email address.

If there is sufficient Stock within the Offer, and pursuant to section 3.2, Silverwing will immediately:

(a)generate a quote on Your behalf and provide this to the Buyer (on the Platform);

(b)send the quote to the Lessor;

(c)reserve the relevant quantity of Product from the relevant Offer Information. This reservation shall continue until the lease request has been approved or rejected by the Lessor. If the lease application is successful, the appropriate quantity will be deducted against the Offer. If the lease application is unsuccessful the reservation will be removed.

The Lessor will assess the lease application request and if successful will issue a confirmation of credit letter specific for the Buyer. You can access the confirmation of credit letter on the Platform or via Your dedicated email address.

At the appropriate time and subject always to section 3.2, the Lessor will send the Invitation to Invoice. You can access the Invitation to Invoice on the Platform or via Your dedicated email address.

Where the lessor uses the Manual Process, the Invitation to Invoice will be addressed to You. With the Digitised process the Invitation to Invoice will be addressed to Silverwing on your behalf, referencing you as Principle.

1.9.2Where the Invitation to Invoice explicitly does not constitute a Purchase Order from The Lessor, upon Silverwing’s receipt of the Invitation to Invoice, a purchase order will be automatically generated from the Buyer to Silverwing (acting on Your behalf). Immediately, Silverwing will generate a purchase order for sales on Your behalf, disclosing the identity of the Buyer and disclosing the associated Invitation to Invoice from the Lessor. You can access this second purchase order on the Platform or You may elect to receive this purchase order via email to Your designated email address.

1.9.3It is Your responsibility to notify Silverwing by either accepting or rejecting the order for a lease on the Platform or via email and the terms of the Invitation to Invoice will apply in relation to the supply of the Products from You to the Lessor.

Once Silverwing receives this notification (as referred to at section 4.7.7.), the order will be considered accepted and in the Digitised process Silverwing will conclude the transaction as Your authorised Undisclosed Agent on Your behalf with the Lessor. Where the Manual process is used, Silvering will conclude the transaction in Your name with the Lessor as Your Disclosed agent.

Invoice generation for sale to Lessors

Your notification that the order has been marked ‘out for delivery’ on the Silverwing Platform constitutes the Delivery Information.

Where the Manual process is used, You are responsible for invoicing the Lessor for Price Due for the order in accordance with the Invitation to Invoice.

1.9.4

Where the Digitised process is used, Silverwing will create an invoice for Price Due for the order on Your behalf. The invoice will be addressed and sent in electronic form to the Lessor by Silverwing, acting on Your behalf, and in Your name. The invoice will include the payment details (including but not limited to Price Due, Your Bank details and payment terms) as set out in section 4.9.6 at the relevant time (as You set out on the Platform). Simultaneously, Silverwing will create an invoice for the Price Due in Your name addressed and sent to Silverwing for Your sale on Your behalf, referencing and disclosing the identity of the Lessor. For the purposes of VAT, Silverwing will be acting as Your Disclosed Agent.

1.9.5

Payment of sale to Lessors

The Lessor is responsible for paying You in full for the lease transaction in accordance with the Invitation to Invoice.

Subject to section 4.9.1, if a Lessor has purchased Products using credit granted under the Invitation to Invoice, it is the Lessor and not Silverwing that should be pursued for payment.

Where the Manual process is used, the Lessor will pay You in full and on demand on or in advance of the Invitation to Invoice for the Price Due. Your receipt of these funds in full will absolve the Lessor's obligation to pay You under the Invitation to Invoice in respect to the qualifying lease. For the avoidance of doubt, upon Your receipt of the Price Due in Full within the Manual process, title (where relevant) will transfer from You to the Lessor.

With the Manual process, Each of You and the Lessor are responsible for notifying Silverwing of the payment of the Price Due in Full.

With the Manual process, Upon the Lessors payment of the Price Due in full to You, Silverwing will add the relevant invoice for the Transaction Fee to the Balance Transfer Statement.

1.9.6

Where the digitised process is used, Pursuant to section 3.2, Silverwing is authorised to act as Your sales and payment agent for the receipt of payment of Products. The Lessor will pay Silverwing in full and on demand on or in advance of the Invitation to Invoice for the Price Due on Your behalf. The receipt of these funds in full will absolve the Lessor's obligation to pay You under the Invitation to Invoice in respect to the qualifying lease. For the avoidance of doubt, upon Our receipt of the Price Due in Full, title (where relevant) will transfer from You to the Lessor.

Upon Silverwing's Reconciled receipt of payment in full of the Price Due from the Lessor, Silverwing will confirm receipt by adding Your relevant invoice to Silverwing for the sale on Your Behalf to the Balance Transfer Statement and will initiate onward payment to You of the Price Due in accordance with section 4.12.

In accordance with section 8, You authorise Silverwing to collect the Transaction Fee from the Remittance, by way of a deduction via net settlement.

Featuring Offers From Third Party Suppliers on Your Node

1.9.7You may elect to feature Offers from third-party Suppliers on Your Node. For the avoidance of doubt, when a Buyer contracts with a third-party Supplier under a Supply Contract, You are not a party to the transaction, and under no circumstances will You be the owner, receive title, or user of any of the Products.

1.10Receive Node Controller Transaction Fees

1.10.1At Your discretion, You may elect to charge a Node Controller Transaction Fee for sales that occur on Your Node to the Supplier and/or the Buyer.

1.10.2Your Node Controller Transaction Fee can be calculated as fixed amount or percentage of the Transacted Value (or both).

1.10.3When You elect to charge a Node Controller Transaction Fee, the Node Controller Transaction Fee will be disclosed on the Platform to the payer party in advance of the transaction. For Suppliers, this will be upon the creation of an Offer for Your Node. For Buyers, this will be within the order process on the Node.

Invoice generation for Node Controller Transaction Fees

When a Node Controller Transaction Fee is applicable and due, Silverwing will create an invoice for the Node Controller Transaction Fee for the order on Your behalf at the appropriate time. The invoice will be addressed and sent in electronic form to the Supplier (or Buyer as appropriate) by Silverwing, acting on Your behalf, and in Silverwing's name whilst referencing and disclosing Your identity as principal. The invoice will include the payment details (as set out in section 4.11.8 including but not limited to Node Controller Transaction Fee, Silverwing Bank details and payment terms) at the relevant time set out on the Platform. Simultaneously, Silverwing will create an invoice for the Node Controller Transaction Fee in Your name addressed and sent to Silverwing for Your sale on Your behalf, referencing and disclosing the identity of the Supplier (or Buyer as appropriate). For the purposes of VAT, Silverwing will be acting as Your Undisclosed Agent.

1.10.4

Payment for Node Controller Transaction Fees:

The Supplier (and/or Buyer, as appropriate) is responsible for paying You in full for the Node Controller Transaction Fee in accordance with the Node Controller Transaction Agreement.

Subject to section 4.11.6, if a Supplier (or Buyer, as appropriate) has purchased services using credit granted under the Node Controller Transaction Agreement, it is the Supplier (or Buyer, as appropriate and not Silverwing that should be pursued for payment.

Pursuant to section 3.2, Silverwing is authorised to act as Your sales and payment agent for the receipt of payment of Node Controller Transaction Fees. The Supplier (or Buyer as appropriate) will pay Silverwing in full and on demand on or in advance of the terms of the Node Controller Transaction Agreement for the Node Controller Transaction Fee on Your behalf. The receipt of these funds in full will absolve the Supplier (or Buyers) obligation to pay You under the Node Controller Transaction Agreement in respect to the qualifying transaction.

Upon Silverwing's Reconciled receipt of payment in full of the Node Controller Fee from the Supplier (or Buyer), Silverwing will confirm receipt by adding Your relevant invoice to Silverwing for the sale on Your Behalf to the Balance Transfer Statement and will initiate onward payment to You of the Node Controller Fee in accordance with section 4.12.

In accordance with section 8, You authorise Silverwing to collect the Transaction Fee from the Remittance, by way of a deduction via net settlement.

1.10.5

Balance Transfer Statement

Any partial payments received on Your Behalf will be marked as received on the Platform. Any partial payments will be stored within the Holding Account. In the absence of resolution, any partial payments will be remitted in accordance with the appropriate Balance Transfer Statement thirty (30) days after the date of receipt of the partial payment by Silverwing, subject to the relevant pro rata Transaction Fee.

1.10.6At the end of each Reporting Period, We shall finalise the Balance Transfer Statement, calculating any Remittance due between You and Silverwing. For the avoidance of doubt, if there is no Remittance due, then Silverwing will not issue a Balance Transfer Statement.

1.10.7The Balance Transfer Statement shall include all payments not limited to:

(a)Price Due from Buyers and Lessors (per the Digitised process) received in full on Your behalf;

(b)Buyer Contract Price received in full on Your behalf

(c)Transaction Fee;

(d)Payment Processing Fees;

(e)Charge Backs;

(f)Refunds to Buyers or Lessors

(g)E-signature Fees;

(h)Node Controller Transaction Fees

(i)any other Disbursements.

(j)Price Curve Transactions including Buyer and Purchaser Contract Price, Discount Monies, Final Payment and Redeemable Price Curve Credits (subject to section 28)

1.10.8If there is a Remittance due, then the paying Party shall normally transfer the Remittance to the payees nominated bank account two (2) Business Days after the end of the Reporting Period, and not later than five (5) Business Days after the end of the Reporting Period, unless otherwise noted by us in writing.

1.10.9Each Party will notify the other upon receipt of payment in full of the Remittance.

1.10.10For the avoidance of doubt Silverwing will not fulfil requests to send any Remittance to any bank details that are not registered on Your Account.

1.11Trade Credit Facility Applications

1.11.1A Buyer may use a Trade Credit facility with a Supplier via the services offered by Silverwing, in accordance with the Sales Agreement. This agreement is entered into between You and the Buyer and Silverwing is not a party to this ('Trade Credit Facility').

1.11.2Please note that any Trade Credit Facility which You offer via Silverwing is not considered a regulated activity under the Financial Services and Markets Act 2000.

1.11.3During this transaction, Silverwing acts as an intermediary between You and the Buyer and facilitates the secure transfer and processing of information between You and the Buyer.

1.11.4You are responsible for supplying Silverwing with the Trade Credit Information. If you require an e-signature from the Buyer, then Silverwing will obtain this on Your behalf and add the E-signature Fee to the Balance Transfer Statement in accordance with section 4.12.

1.11.5Silverwing is not in any way responsible for Your lending policy, criteria, creditworthiness assessment methodology, agreement terms, lending decisions or associated processes which You use in order to grant credit or manage credit facilities.

1.11.6If You are in dispute with the outcome of Your Trade Credit Facility application or the terms of the Trade Credit Facility, Your dispute is with the Buyer and not Silverwing.

1.11.7For supplies to Buyers and Lessors, and in accordance with section 4.8, the Buyer or Lessor (as the case may be) will pay Silverwing on or in advance of the details of the Trade Credit Facility or Invitation to Invoice, and Silverwing will initiate Remittance to You in accordance with the Balance Transfer Statement as set out in section 4.12.

1.12Returns

1.12.1You are responsible for setting Your return policy for Products purchased via the Platform for Buyers and Lessors in accordance with the Supply Contract. For the avoidance of doubt, You are solely responsible for the settlement of any returns by Buyers or Lessors.

1.12.2You must liaise directly with the applicable Buyer or Lessor regarding any returns and notify Silverwing of the result.

1.13Terminating and Leaving Offers

1.13.1By default, an Offer will end at the end of the Offer Period. You may, at Your discretion elect to terminate an Offer that You have created in advance of the end of the Offer Period. Terminating an Offer shall mean that it is no longer Available for Buyers. The termination of an Offer will not remove or impact any applicable liabilities You may have to Buyers or Lessors with whom You have entered into a Sales Agreement nor will it relieve You of any liabilities You may have under this Agreement (including any of Your associated payment obligations under Sales Agreements or this Agreement).

1.13.2You may, at Your discretion elect to leave an Offer that You have joined in advance of the end of the Offer Period. Leaving an Offer shall mean that Buyers are no longer able to purchase from You within the Offer that You have left. Leaving an Offer will not remove or impact any applicable liabilities You may have to Buyers or Lessors with whom You have entered into a Sales Agreement nor will it relieve You of any liabilities You may have under this Agreement (including any of Your associated payment obligations under Sales Agreements or this Agreement).

Silverwing's Responsibilities

Subject to Your compliance with this Agreement, we will provide the following Services in accordance with this section to You:

1.13.3The ability to sell Products to Buyers;

1.13.4The ability to introduce Buyers to Lessors;

1.13.5The ability to feature third party Suppliers on Your Node; and

receive Node Controller Transaction Fees.

1.13.6

1.13.7Access to:

(a)the Platform;

(b)the business network and electronic business documents including an electronic invoicing system, and other tools and services provided through the Platform and by our application programming interface made available via the Platform;

(c)all software, data, text, images, sounds, video and content made available through the Platform, or developed via our API;

(d)additional applications developed by us or third parties and made available through the Platform; and

(e)any new features added to or augmenting the Services if agreed previously by Us.

1.14Unless otherwise stated on the Platform (or such conditions and/or obligations that exist at law), Silverwing is not party to any transactions between You and Buyers or Lessors and is not the seller or supplier of, and does not endorse, any of the Products that You make available to Buyers via the Platform. Silverwing does not therefore have any of the same legal obligations which apply to the Suppliers, Lessors or Buyers of those Products.

1.15Silverwing has no responsibility for the safety or quality of the Products that You make available to Buyers.

1.16Silverwing does not receive title for the Products sold or purchased via the Silverwing Services.

1.17To the extent that the law permits, You release us, our agents and employees from all liability arising out of, or in connection with, any Supply Contracts, including (without limitation) all claims and demands relating to Supply Contracts, or Products offered for sale or lease, or actually sold or leased through or in connection with any Supply Contracts. The extent of Our liability is set out at section 11.

platform access

1.18You acknowledge that We may, from time to time, temporarily withdraw access to the Platform for maintenance, management or revision and We shall endeavour to give as much notice as possible of such withdrawal except in the case of emergency (including, but not limited to, maintenance) in which case We may withdraw access to the Platform immediately giving no notice. The Platform may also be unavailable in the case of system failure or for any other reason beyond Our reasonable control and We accept no liability whatsoever for the unavailability of the Platform for any reason.

1.19You acknowledge that We shall be entitled to modify the features and functionality of the Platform as part of Our ongoing development of the Platform.

1.20We do not guarantee that our Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Platform for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

Your Responsibilities

1.21You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all information You enter and store on the Platform. Including, but not limited to, information in relation to Your organisation or legal entity (including but not limited to: company name, address(es), company number, bank details, Offer Information, Supplier Offer Information etc.) and is up to date and correct. You may amend any of this information on the Platform and all data gathered will be treated in compliance with our Privacy Policy.

1.22It is the responsibility of You and Your organisation or legal entity to comply with this Agreement and all applicable laws, rules, regulations, codes of practice, or other requirements of regulatory authorities, as amended from time to time.

1.23You are responsible for all activities that occur on and in relation to Your Account, regardless of whether the activities are undertaken by You, Authorised Users, Your employees or a third party (including Your contractors or agents).

1.24You accept all risks on entering into Supply Contracts with Buyers or Lessors via the Platform, in the same way You would on entering into a similar transaction elsewhere.

1.25You acknowledge that Silverwing is not responsible for any Product that You supply and Silverwing shall not be responsible for any loss or consequential loss arising from Your dealings with Node Controllers, Suppliers, Buyers or Lessors.

1.26It is Your organisation or legal entity's responsibility to ensure its accounting standards are consistent and compliant with the law and tax authority of its own respective jurisdiction with respect of any purchases made via the Platform.

1.27You are responsible for terminating Your Account in accordance with section 16.

Anti-bribery and anti-corruption

1.28You shall:

1.28.1comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ('Relevant Requirements');

1.28.2notify the Us (in writing) if You become aware of any breach of section 7.8.1 or has reason to believe that You or any person associated with You has received a request or demand for any undue financial or other advantage in connection with this Agreement;

1.28.3immediately notify Us (in writing) if a foreign public official becomes an officer or employee of You or acquires a direct or indirect interest in You and You warrant that You have no foreign public officials as direct or indirect owners, officers or employees at the commencement of this Agreement);

1.29For the purpose of section 7.8, the meaning of a foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of section 7.8 a person associated with You includes but is not limited to any Authorised User, employee, agent or subcontractor of You.

2.Anti-facilitation of tax evasion

2.1You shall:

2.1.1not engage in any activity, practice or conduct which would constitute either:

(a)a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or

(b)a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017;

2.1.2have and shall maintain in place throughout the term of this Agreement such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation Your employees and to ensure compliance with section 7.10.1;

2.1.3notify Us in writing if You become aware of any breach of section 7.10.1 or have reason to believe that it or any person associated with it has received a request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017;

2.2For the purposes of section 7.10, the meaning of reasonable prevention procedure shall be determined in accordance with any guidance issued under section 47 of the Criminal Finances Act 2017 and a person associated with the Supplier includes but is not limited to any Authorised User, employee, agent or subcontractor of You.

2.3Upon reasonable request from Us, You shall certify to Us in writing signed by an officer of the Supplier, compliance with section 7.8 and 7.10 by You and all persons associated with You. You shall provide such supporting evidence of compliance as We may reasonably request.

Charges and Payment

2.4Access to the Platform is currently made available for free.

2.5The Transaction Fee shall be payable on the terms set out in this section and as set out on the Platform. The Transaction Fee is currently set at One percent (1%) of the Price Due net of VAT. For Price Curve transactions the Transaction Fee is currently set at One percent (1%)of the Final Buyer Contract Price net of VAT. Silverwing will invoice at the 1% of the Buyer Contract Price and will provide a credit note of the difference to the Final Buyer Contract Price at the end of the Offer.

2.6You authorise Silverwing to include the Transaction Fee in the Price Due.

2.7You authorise Silverwing to collect the Transaction Fee from the Remittance, by way of a deduction via net settlement.

2.8Silverwing shall, on or as soon as practicable after the receipt (or the initiation of payment by a Lessor where the Manual process is used]) of funds from a Buyer or Lessor, invoice You for the Transaction Fee. The invoice will be added to the Balance Transfer Statement and paid in accordance with section 4.12.

2.9Where a Buyer or Lessor uses Upfront Payment, Silverwing will process the Upfront Payment on Your behalf and Silverwing is entitled to recover any Payment Processing Fees incurred on Your behalf for Upfront Payments.

2.10Should a Charge Back be received by Us, We will provide the relevant information required by the Acquirer to defend the Charge Back on Your behalf. We may also contact You and/or the Buyer or Lessor directly to resolve the claim. Where we require further information from You to defend the Charge Back, You will provide all and any information requested by Us within a reasonable time so that we can defend the Charge Back, or to detected, identify or prevent possible fraud.

2.10.1If the Charge Back is not defendable, or if the Charge Back is successful, You will be liable for:

(a)any refund due to the Buyer or the Lessor;

(b)any Charge Back Fee

(c)any other costs levied by the Acquirer in respect of the Charge Back.

2.11We will add any Charge Back Fees and Payment Processing Fees to the Balance Transfer Statement in accordance with section 4.12. A lack of funds in the Holding Account does not absolve Your responsibility to settle any Charge Back Fees or Payment Processing Fees to us in accordance with the Balance Transfer Statement as set out in section 4.12. In accordance with section 16, our rights to reclaim the Charge Back Fees, Payment Processing Fees and E-Signature Fees and any other Disbursements shall survive the termination of this Agreement.

All amounts payable stated or referred to in this Agreement:

2.11.1shall be payable in pounds sterling;

2.11.2are non-cancellable and non-refundable;

2.11.3are exclusive of all taxes, which shall be added to our invoice(s), if applicable, at the appropriate rate; and

2.11.4unless otherwise agreed in writing, are payable immediately upon receipt from the date of invoice.

2.12Failure to Pay on Time

2.13If either Party fails to pay any undisputed amounts payable by it to the receiving Party under this Agreement within thirty (30) days, the receiving Party shall be entitled, but not obliged, to charge the other Party interest on the overdue amount. Such interest shall be payable by the paying Party forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of two percent (2%) per annum above the current base lending rate of Barclays Bank Plc. at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. Such interest shall accrue on a daily basis.

2.14In addition to interest payable, if payment is not received within thirty (30) days after the due date, Silverwing may at its option, and without prejudice to any other remedy at any time after payment has become due, temporarily suspend Your access to the Platform until such time as the payment is made in full without notice or demand. Silverwing therefore may, without liability to You, disable passwords, accounts and access to all or part of the Services and Silverwing shall be under no obligation to provide any or all of the Services while the relevant invoice(s) concerned remain unpaid.

2.15We have the right to withdraw from the Holding Account any and all amounts owed to Us as defined above without notice or demand. Our rights to sums owed to Us by You shall in no way be limited by the balance or existence of the Holding Account. Our rights with respect to the Holding Account shall survive the termination of this Agreement.

2.16You will not hold Silverwing liable for any interest on late transactions with the Buyer or Lessor, as long as Silverwing initiates payment to You in accordance with section 4 or required by law, court order or any governmental or regulatory authority.

2.17If the Buyer or Lessor fails to pay any undisputed amounts payable to Silverwing on Your behalf under this Agreement, You acknowledge that You will hold the Buyer or Lessor responsible, and not Silverwing, for any such interest accrued in accordance with the Sales Agreement or this Agreement, as long as Silverwing initiates all payments in accordance with section 4.

Changes to Products and Services

2.18Silverwing will use all reasonable endeavours to avoid having to make material changes to the Platform and Services but Silverwing reserves the right to make changes to the Platform and Services and shall notify You of any material changes.

Copyright and Intellectual Property Rights

2.19Silverwing acknowledges that any Background IPR of the Supplier shall remain vested with the Supplier, with Silverwing having no rights except as set out in this Agreement. As and where necessary, the Supplier will grant Silverwing a non-exclusive, non-transferable, and royalty free license to use its Background IPR for the purpose of performing the Services as set out in this Agreement.

2.20You acknowledge and agree that Silverwing owns all IPR in the Platform, the Services and Documentation. Except as expressly stated herein, You shall have no rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Platform, the Services or the Documentation.

2.21While Silverwing retains all IPR in the Platform, the Services and Documentation, it grants You a non-exclusive licence to such IPR to the extent required to use the Platform and Services and exercise Your rights under this Agreement.

2.22Any IPR in respect of Foreground Intellectual Property shall vest in Silverwing, but Silverwing will provide upon request a non-exclusive, non-transferable license to the You to use Foreground Intellectual Property for the term for the intention of performing the Services.

2.23Silverwing confirms that it has all the rights in relation to the Platform, the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

2.24Silverwing may, at its expense, modify or replace the Services to avoid any alleged or actual infringement or breach. Silverwing shall use best commercial endeavours to ensure the modification or replacement does not affect the performance or functionality of the Services.

Limitation of Liability

Under no circumstances will Silverwing, its subsidiaries or affiliates or any of their respective employees, officers, directors, agents, be liable for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

2.24.1Supplies made to Buyers or Lessors through Our Platform;

2.24.2Use of, or reliance on, any content displayed on Our Platform, to the extent that such content is provided by either You, Buyers, Suppliers, Vendors, Node Controllers or the Lessor; and

Under no circumstances will Silverwing be liable for:

2.24.3Loss of data (excluding personal data), profits, sales, business, or revenue (in each case whether direct or indirect);

2.24.4Business interruption;

2.24.5Loss of anticipated savings;

2.24.6Loss of business opportunity, goodwill or reputation; or

2.24.7Any indirect or consequential loss or damage.

2.25We will not be liable for any delays or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control or in accordance with any of our legal or regulatory responsibilities.

2.26Subject to section 11.5 below and notwithstanding section 11.1 and 11.2 above, Our maximum liability to You at any time will be limited to the greater of:

2.26.1the aggregate Price Due received on Your behalf from a Buyer or Lessor and Node Controller Fees (but only to the extent that these have not been paid out correctly to You); or

2.26.2the total sum of fees paid, if any, to Silverwing during the 12 months immediately preceding the date on which the claim arose.

Nothing in this Agreement will operate to exclude or restrict either Parties liability to the other:

2.26.3for death or personal injury resulting from negligence;

2.26.4for fraud or fraudulent misrepresentation;

2.26.5for any other liability which cannot be excluded or limited under applicable law;

2.26.6for the use of third-party intellectual property rights.

3.Data

3.1It is acknowledged and agreed by the parties that the Agreement relates to the provision of the Platform and the ability for the Client to act as a Supplier to offer its Products and enter into Sale Contracts with Buyers and Lessors and act as a Node Controller to feature Offers on Your Node.

3.2Except as required by law, or in accordance with this Agreement, Your Client Data will not be passed to anyone without Your permission.

3.3We will store all Client Data on the Platform for as long as You have an active Account with Silverwing, unless You otherwise instruct us to destroy it.

3.4In providing the Client Data (other than any personal data which is subject to section 13), You agree to grant to Silverwing a non-exclusive, royalty free licence in perpetuity to use the Client Data in order to review customer trends, understand future purchasing and sales behaviours, predictive analysis (or otherwise). Any data which is produced as a result of such review of the Client Data shall be Silverwing Data. Silverwing may share data with third parties, including for the purpose of providing anonymised statistics on sales and purchases through the Platform with its third party partners and others.

3.5Upon Your cancellation or termination of the Services, all of the Client Data will be deleted from our records unless required under applicable laws or contract to be retained for longer. If You would like us to provide You with the most recent back-up of the Client Data, You must contact us within 10 Business Days of the date of cancellation or termination and, subject to Your compliance with this Agreement, we shall use reasonable efforts to deliver (at Your cost payable in advance of delivery) that data to You as soon as reasonably practicable.

3.6When You set up a profile on Silverwing, by default the profile and the company information You provide us with, including, but not limited to, Your company name, company description, company identifiers, tax identifiers, company address information, country information and details of your company representative will be publicly available on the Platform for access by Buyers, Suppliers, Node Controllers, Vendors and Lessors. Consequently, it will be possible for any Buyer, Supplier (when acting as a Node Controller), Node Controller, Vendor and Lessor on the Platform to view Your profile and contact You or (if You have agreed to exchange business documents (e.g. purchase order or invoice) with that user) send You a purchase order or invoice or another business document via the Platform. If You do not wish Your profile to be publicly available, please log-in to the Platform, and follow the appropriate steps to disable Your 'public profile' to continue using the Services without being visible to Node Controllers, Vendors, Suppliers (when acting as a Node Controller) Buyers or Lessors.

3.7You accept that the technical processing and transmission of the Services and the Client Data may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services.

4.data protection

4.1You acknowledge that the factual arrangement between Us and You dictates the classification of each party in respect of the Data Protection Laws. Notwithstanding the foregoing, the Parties anticipate that during the term of the Agreement:

4.1.1each of Us and You shall act as Data Controller of (i) our own Contact Data for internal business purposes and (ii) the other party's Contact Data in accordance with section 13.2

4.1.2Client shall be the Controller of the Client Data (in relation to personal data contained therein);

4.1.3Silverwing shall be the Processor in relation to its processing of the Client Data (in relation to personal data contained therein) which has been made available to Silverwing by the Client (whether directly or indirectly) in order to facilitate the relationship between the Client and the Buyers, Suppliers (when acting as a Node Controller), Vendors, Node Controllers and Lessors and enable the Client to receive the benefit of the Platform and the services available.

4.2Each of You and Us agree to only process the other party's Contact Data (subject to our respective privacy policies) in order to:

4.2.1in the case of Silverwing to establish, maintain and administer the Client’s account on the Platform and to provide and market the Platform to the Client, including names, email addresses or contact details and any other personal data provided in order to complete the client registration process or provided in relation to Silverwing marketing initiatives and to raise invoices and seek payment and otherwise administer this Agreement; and

4.2.2in the case of the Client, to contact Silverwing's representatives to receive the benefit of the Platform and the services available under the Agreement and to administer its relationship with Silverwing in accordance with the Agreement.

Each party may be required to share the other party's Contact Data with its affiliates and other relevant parties, within or outside the country of origin, in order to carry out the activities specified in this section 13.2, but in doing so, each party will ensure that the sharing and use of the Contact Data complies with the applicable Data Protection Laws.

4.3Each of the parties acknowledges and agrees that Schedule 1 is an accurate description of the Data Protection Particulars.

4.4Each party agrees that in performing its obligations under this Agreement, it shall comply with the obligations imposed upon it under the Data Protection Laws (including in the case of the Client, when uploading, sharing and receiving data via the Platform with a Buyer, Supplier (when acting as a Node Controller), Node Controller, Vendor or Lessor).

Obligations of the Client

4.5For the purposes of the Client Data, the Client shall ensure that all fair processing notices have been given (and/or, as applicable, consents obtained) and are sufficient in scope to allow the Client to upload the Client Data to the Platform and disclose the Client Data to Silverwing in accordance with the Data Protection Laws and for the purposes set out in this Agreement (including permitting the disclosure of the Client Data to the Buyers, Suppliers (when acting as a Node Controller), Node Controllers, Vendors and Lessors).

4.6The Client warrants, represents and undertakes to Silverwing that it will not put any special category personal data on the Platform, or include such special category personal data within any attachments submitted on the Platform. The Client instructs Silverwing to remove any such special category personal data that the Client does place on or send via the Platform that it becomes aware of, although Silverwing does not have any obligation to the Client to check for this.

Obligations of Silverwing

4.7To the extent that Silverwing is acting as a Processor for and on behalf of You in relation to the Processing that it is carrying out arising out of, or in connection with, the performance of its obligations under this Agreement, it shall:

4.7.1Process the Client Data for and on behalf of the Client for the purposes of performing its obligations under this Agreement, and only in accordance with the terms of this Agreement and any instructions from the Client. For the avoidance of doubt, the Client’s instructions are deemed to include an instruction to provide relevant Client Data to the Buyers, Suppliers (when acting as a Node Controller), Node Controllers, Vendors and Lessors.

4.7.2if Silverwing is required by applicable law to act other than in accordance with the instructions of the Client, Silverwing shall (to the extent permitted by applicable law) as soon as possible notify the Client;

4.7.3notify the Client as soon as practicable if it considers, in its opinion (acting reasonably), that any of the Client’s instructions under section 13.7.1 infringes any of the Data Protection Laws, and to the maximum extent permitted under applicable law Silverwing shall have no liability howsoever arising from or in connection with any processing in accordance with the Client’s instruction following such notification;

4.7.4ensure that appropriate operational and technical measures are in place to safeguard against any unauthorised or unlawful processing of the Client Data and against accidental loss or destruction of, or damage to, Client Data;

4.7.5take reasonable steps to ensure the reliability and integrity of any of its staff who shall have access to the Client Data and ensure that each member of its staff shall have entered into appropriate contractually-binding confidentiality undertakings;

4.7.6provided at all times that this section 13.7.6 is limited to the Client Data of the Client and its Platform, make available to You such information as is reasonably necessary to demonstrate Our compliance with its obligations under Article 28 of the UK GDPR and allow for and contribute to audits, including inspections by You (or another auditor mandated by You) for this purpose, subject to:

(a)prior reasonable notice of no less than 14 Business Days being given in relation to an information request, audit or inspection and any audit or inspection being undertaken during normal business hours with minimal disruption to Silverwing's business, Silverwing sub-processors' businesses and the business of any customers of Silverwing or any of its sub-processors;

(b)ensuring all information obtained or generated by Customer or its auditors is kept strictly confidential (save for disclosure required to be made to a Regulator) ;and

(c)paying Silverwing for all work, time costs and expenses incurred by Silverwing or any of its sub-contractors in connection with the provision of information and allowing and contributing towards inspections and audits.

4.7.7save as set out in this section, not disclose Client Data to a third party (including a sub-contractor) in any circumstances without the Client’s prior written consent (not to be unreasonably withheld or delayed). By selecting to use the Platform, the Client will be deemed to be consenting to:

(a)the disclosure of Client Data to Buyers, Suppliers (when acting as a Node Controller), Node Controllers, Vendors and Lessors as part of the performance of Services by Silverwing; and

(b)to Silverwing's sub-contractors who provide ancillary services on its behalf as part of its operation of the Platform and delivery of the Services. In this regard Silverwing will ensure that such sub-contractors are bound by written agreements which provide at least the same level of data protection as set out in this section 13. From time to time Silverwing may engage new subprocessors and Silverwing will give notice to You of any new Sub-contractor. Your continued use of the Platform will be deemed approval by You of such new sub-contractor. If you do not approve then (without liability to Silverwing) you may terminate this Agreement and stop using the Platform;

4.7.8save as set out in this section, not process or otherwise transfer any Client Data to a Restricted Country except with the prior written consent of the Client (acting reasonably and in good faith.) By selecting to use the Platform the Client will be deemed to be consenting to:

(a)the disclosure of Client Data to such Buyers, Suppliers (when acting as a Node Controller), Node Controllers, Vendors and Lessors who are located in a Restricted Country and shall have obtained the necessary consent from the applicable Data Subject to pass their data to Silverwing and the applicable Buyer, Supplier (when acting as a Node Controller), Node Controller, Vendor or Lessor in a Restricted Country;

(b)the disclosure of Client Data to such sub-contractors who are providing Silverwing with ancillary services which involve the Processing of Personal Data. In this regard Silverwing will ensure that such sub-contractors are bound by written agreements which meet the requirements for international transfers under the UK GDPR, and where required Client authorises Silverwing to enter into such contracts in its name;

4.7.9notify the Client promptly following its receipt of any Data Subject Request or Regulator Correspondence or Third Party Request, and shall:

(a)not disclose any Client Data in response to any Data Subject Request or Regulator Correspondence or Third Party Request without the Client’s prior written consent (save where required by applicable law) and

(b)provide the Client promptly at the Client’s cost with all reasonable co-operation and assistance required by Silverwing in relation to any such Data Subject Request or Regulator Correspondence or Third Party Request;

4.7.10notify the Client without undue delay upon becoming aware of any Personal Data Breach, and:

(a)implement any measures necessary to restore the security of compromised Client Data; and

(b)assist the Client to make any notifications to the Regulator and affected data subjects;

4.7.11except to the extent required by applicable law and/or as required for Silverwing to perform its surviving obligations and/or for its own internal record keeping and audit purposes, on termination or expiry of this Agreement or otherwise where requested by the Client, cease processing all Client Data and return and/or permanently and securely destroy (as directed in writing by the Client) all Client Data and all copies in its possession or control; and

4.7.12use reasonable endeavours in accordance with good industry practice and at Client’s cost, to assist the Client to comply with the obligations imposed on the Client by the Data Protection Laws, including:

(a)obligations relating to ensuring the security and integrity of the Client Data;

(b)obligations relating to notifications and communication of personal data breaches required by the Data Protection Laws to the Regulator and/or any relevant data subjects; and

(c)undertaking any Data Protection Impact Assessments that are required by the Data Protection Laws (and, where required by the Data Protection Laws, consulting with the Regulator in respect of any such Data Protection Impact Assessments).

4.8You acknowledge that the processing of Client Data by the Buyer, Supplier (when acting as a Node Controller), Node Controller, Vendor or Lessor is subject to the terms of the Supply Agreement and any other terms put in place between You and the Buyer, Supplier (when acting as a Node Controller), Node Controller, Vendor or Lessor. Expressly Silverwing shall have no liability for the Processing of such Client Data by the Buyer, Supplier (when acting as a Node Controller), Node Controller, Vendor or Lessor.

Confidentiality

4.9You agree to treat all Silverwing's Confidential Information in strict confidence unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party. Each Party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

4.10Silverwing agrees to treat all Your Confidential Information in strict confidence. Silverwing will restrict disclosure of such Confidential Information to such of its employees, subcontractors, agents or other organisations as reasonably need to know the same for the purposes of discharging Silverwing's obligations to You. Silverwing will use all reasonable endeavours to ensure that such employees, subcontractors, agents or other organisations are subject to obligations of confidentiality, corresponding to those which bind Silverwing.

4.11All information provided by You shall be stored, processed and used in accordance with the Privacy Policy at the date such information was collected.

4.12Notwithstanding the above, nothing in this Agreement will prevent the transfer of any part, or all, of the Confidential Information in the event of a genuine sale or reconstruction of Silverwing, provided that the receiving party agrees to take on similar obligations of confidentiality towards You and to comply with all relevant data protection principles.

4.13You may disclose Confidential Information to Your employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Your obligations under this agreement as may be required by law, court order or any governmental or regulatory authority. You shall ensure that Your employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this section 14.

4.14You shall not use any of Silverwing's Confidential Information for any purpose other than to perform its obligations under this Agreement.

4.15You shall notify Us if You or if any of Your staff connected with the receipt of the Services become aware of any unauthorised disclosure of any of Silverwing's Confidential Information and shall afford reasonable assistance to Silverwing, in connection with any enforcement proceedings which Silverwing may elect to bring against any person.

4.16Save where required by law or to its professional advisors in good faith, neither party shall disclose the terms of this Agreement without the prior written consent of the other.

Disclaimer of Warranties

4.17All Product information is provided by You when supplying to Buyers and Lessors and Silverwing makes no warranty or representation concerning the accuracy of Product information provided on the Platform.

You expressly agree that use of the Platform and the Services is at Your sole risk. None of Silverwing, its subsidiaries or affiliates or any of their respective employees, agents, third-party licensors or any of their officers, directors, employees or agents, warrant that use of the Platform or Services will be uninterrupted, secure, virus-free or error free, nor do they make any warranty or representation as to:

4.17.1the results that may be obtained from use of the Platform or the Services, or

4.17.2the accuracy, completeness or reliability of:

(a)the content on the Platform or Services, or

(b)user content provided through the Platform or Services.

4.18The Platform and Services are provided on an "as is" and "as available" basis.

4.19To the extent allowed by applicable law, Silverwing hereby disclaims any and all representations, warranties and conditions, whether express or implied, as to the operation of the Platform and Services, and other information contained on the Platform or accessible or available through the Services, including, but not limited to, those of title, non-infringement, merchantability, suitability and fitness for a particular purpose, as well as warranties implied from a course of performance or course of dealing. Silverwing disclaims all implied warranties that the Products are of a satisfactory quality and that Products will correspond with descriptions and/or fitness for a particular purpose to the fullest extent permissible by applicable law.

4.20Silverwing also disclaims any liability for claims arising out of misuse, improper selection, improper installation, modification, misrepair or misapplication of any Products sold via the Platform.

4.21You acknowledge and agree that:

4.21.1The Platform has not been designed to meet Your individual requirements and cannot be tested in every operating environment; and

4.21.2it is Your responsibility to ensure the facilities and functions of the Platform meet Your requirements and will not cause any error or interruption in Your own software or systems.

Termination

4.22We may, by providing You with written notice, immediately terminate the provision of the Platform or the Services. In accordance with section 16.2, You are free to stop using the Platform and receiving the Services at any time.

4.23You are responsible for cancelling Your Account, which can be done at any time via the Platform. This will terminate this Agreement. On termination of this Agreement for any reason (by either Party):

4.23.1all licenses granted under this Agreement shall immediately cease;

4.23.2any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced;

4.23.3subject to section 8.13, each Party shall immediately pay to other any sums due under this Agreement.

4.23.4Silverwing may destroy or otherwise dispose of any Client Data in its possession in accordance with the Privacy Policy.

Force Majeure

4.24Silverwing shall have no liability to You under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Silverwing or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that Silverwing notifies You as soon as it becomes aware of such an event and provide its expected duration.

Notices

4.25Any notice to be given by either Party to the other under this Agreement shall be in writing and be sent to the registered address of each Party and shall be deemed to be duly served on the day after being posted if being sent by first class pre-paid post or on the day received if given by email.

Assignment and Change of Ownership

4.26Neither Party shall assign transfer, charge, or deal in any other manner with this Agreement or any of its rights under this Agreement, nor sub-contract any or all of its obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.

Changes to this Agreement

4.27We may at our discretion, change this Agreement, our Privacy Policy, Cookie Policy and any other associated documents, or any aspect of the Platform or Services, in which case we will take reasonable steps to notify You of such changes.

4.28Your continued use of the Platform and Service after we change these terms constitutes Your acceptance of the changes. If You do not agree to any changes, You must terminate Your Account in accordance with section 16.

4.29A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking, or failing to take, any other action.

4.30Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

Feedback & Suggestions

4.31At Silverwing, we value all feedback, however if any suggestions, comments, ideas, improvements, or other feedback or materials are made available to us in connection with or related to the Platform or Service, we will be free to use, disclose, reproduce, modify, license, transfer and/or otherwise distribute, and exploit any of the foregoing information or materials in any manner. Should You require any technical support regarding the use of the Platform, please contact: info@silverwing.co.

Severability

4.32If any provision, section or part of a provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provisions in question shall not be affected thereby. Any change is therefore severable and does not affect the validity and enforceability of any remaining changes or conditions.

Rights of Third Parties

4.33This Agreement is made for the benefit of the Parties and is not intended to benefit, or be enforceable by, any other person.

Entire Agreement

4.34This Agreement together with the documents referred to herein or any additional agreement between the Parties which is stated to form part of this Agreement contains the whole agreement between the Parties in respect of the subject matter of agreement and supersedes any prior written or oral agreement between them relating to that subject matter and the Parties confirm that they have not entered into this Agreement on the basis of any representations that are not expressly incorporated in this Agreement. With the exception of liability for fraud all other terms in relation to any aspect of this Agreement whether statutory or otherwise are hereby excluded.

Disputes

4.35All disputes, differences or questions arising out of this Agreement shall, in the first instance, be dealt with at management levels with an option to refer to mediation if necessary.

4.36In the event of a dispute between the Parties, the Parties agree to negotiate in good faith a resolution of the dispute. If a resolution cannot be reached after thirty (30) days of negotiations, the dispute shall be resolved either through arbitration, if agreed to by the Parties, or in the court having exclusive jurisdiction.

4.37The Parties agree that they shall bring any dispute against the other in their respective individual capacities and not as a claimant or class member in any purported class, group litigation order or as an association.

4.38In any dispute, the prevailing party shall be entitled to recover its legal fees.

Limitation Period

4.39The Parties agree that any cause of action arising out of or related to the Platform or the Services must be initiated within one (1) year after the cause of action arose; otherwise, such cause of action will be permanently barred.

Publicity

4.40Silverwing shall be entitled to refer to You as a customer of Silverwing in its sales and marketing information and use Your logo in such literature. Silverwing will only include the Your name and or logo in press releases with the prior written consent.

4.41You agree to provide a fair reference for Silverwing to potential suppliers, at Silverwing's reasonable request. Any other public disclosure or announcement will be by mutual agreement.

Law & Jurisdiction

5.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. You irrevocably agree 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 above:

SIGNATURES

For and on behalf of Silverwing

Name
Job role/title
Signature
Date

For and on behalf of the Client

Name
Job role/title
Signature
Date

DATA PROTECTION PARTICULARS

The subject matter and duration of the Processing

As controller: Personal Data, for which Silverwing are Controllers for the purposes of administering and managing this Agreement

As processor: Personal Data, for which Silverwing are Processors for the purpose of setting up an account on the Platform, using the Services or facilitating use of the Services and facilitating a sale or purchase of the Products.

The nature and purpose of the Processing

As controller: In order to manage and facilitate the relationship between Silverwing and the Supplier and /or Node Controller.

As processor: In order to provide the services on the Platform and facilitate sales between Sellers/Suppliers and Buyers/Lessors.

The type of Personal Data being Processed

As Controller: contact details of Client and Client representatives including: Name, email address, phone number, account ID documents including copy of passport.

As Processor: information shared by Client via the Platform which is available to view by a Buyer, Suppliers (when acting as Node Controller), Vendor, Lessor including Client representative's contact details including name, address, email address.

The categories of Data Subjects

As controller: Clients, representatives of Clients.

As Processor: Buyers, Lessors, Suppliers, Node Controllers, Vendors

Schedule 2: Price Curve Transactions

Price Curve

The Price Curve is a pricing structure for Offers that you or a Vendor can use to sell Products to Purchasers within an Offer via the Platform. A Price Curve is visible to all Purchasers as a graph showing price in pounds against the cumulative quantity of units sold. This graph is distinct for each Offer available for purchase or 'Relevant Price Curve'. For the avoidance of doubt, not all Offers will have a Price Curve.

Each Price Curve is only available for the Offer Period. Once the Offer Period has ended, no further purchases of that Offer will be permitted under the Relevant Price Curve. For the avoidance of doubt, there is no limit to the number of subsequent Offers that can be created for each product.

The Current Price of each Product at any given time within the Offer Period is dependent on the total quantity of units previously sold within the collective of all Qualifying Purchases made by all Purchasers, in accordance with the Relevant Price Curve.

As a Purchaser inputs their specified quantity of an Offer, their Price Payable updates in accordance with the Relevant Price Curve.

Upon acceptance of the relevant order, the Price Payable for that specific Order will be locked as the Purchaser Contract Price and the cumulative volume of the Offer sold will update in real time. The Current Price for all relevant Suppliers (and Vendors as applicable) will reflect this update.

All prices are shown on the Relevant Price Curve excluding VAT.

Price Curve ordering and acceptance process

Silverwing, acting as agent on behalf of the Supplier (and/or Vendor as Applicable), will receive an order on the platform and notify you or the Vendor (as applicable) of any orders on the Platform and you or the Vendor (as applicable) are responsible for notifying Silverwing that the order is accepted subject to the Supplier Contract or the Vendor Contract (as applicable).

Once Silverwing receives this notification (as referred to at section 28.2.1), the order will be considered accepted and Silverwing will conclude the transaction by payment as authorised agent on behalf of the Supplier (where you are acting as a supplier) and/or Vendor (where you are acting as a Purchaser (see sections 28.3 and 28.4 for detail). This will then constitute a Qualifying Purchase.

The Automatic Order Acceptance feature (as described at section 4.5.4) is also available for Price Curve orders.

Invoice generation for Price Curve purchases

Upon acceptance of the order for a Qualifying Purchase, you (or the Vendor as applicable) will create an invoice for the Order. The invoice will be addressed and sent in electronic form to the Silverwing, acting on behalf of the Purchaser, and will include the payment details as set out in section 28.4, at the relevant time (as you (or the Vendor) set out on the Platform).

Upon acceptance of the order for a Qualifying Purchase, Silverwing will create an invoice for the Purchaser Contract Price for the order on Your behalf (where you act as a Supplier) or on the Vendors behalf (where you act as a purchaser) at the appropriate time as (You or the Vendor set out on the Platform, Where you act as a Supplier The invoice will be addressed and sent in electronic form to the Buyer by Silverwing, acting on Your behalf, and in Silverwing's name whilst referencing and disclosing Your identity as principal. The invoice will include the payment details (as set out in section 4.5.5 including but not limited to Price Due, Silverwing Bank details and payment terms) at the relevant time set out on the Platform. Simultaneously, Silverwing will create an invoice for the Price Due in Your name addressed and sent to Silverwing for Your sale on Your behalf, referencing and disclosing the identity of the Buyer. For the purposes of VAT, Silverwing will be acting as Your Undisclosed Agent.

Where you act as a Purchaser,the invoice will be addressed and sent in electronic form to You by Silverwing, acting on behalf of the Vendor, and in Silverwing's name whilst referencing and disclosing the Vendor’s identity as principal. The invoice will include the payment details (as set out in the Vendor Contract including but not limited to Purchaser Contract Price, Silverwing Bank details and payment terms) at the relevant time set out on the Platform. For the purposes of VAT, Silverwing will be acting as the Undisclosed Agent of the Vendor.

9.1.1

9.1.2

Payment of Price Curve purchases

Purchasers may use the Platform to make purchases using their Trade Credit Facility, as per the Supplier or the Vendor Contract (as applicable).

Subject to section 28.4.3, if a Purchaser has purchased Products using credit granted under a Trade Credit Facility, it is the Purchaser and not Silverwing that should be pursued for payment.

Pursuant to 3.2 and Silverwing's agreements it has in place with other Purchasers, Suppliers and Vendors, Silverwing is authorised to act as a Supplier or Vendors payment agent for the receipt of payment of Offers. The Purchaser will pay Silverwing in full and on demand for the Purchaser Contract Price in full and on demand as an Upfront Payment or n advance of the Trade Credit Facility. For the avoidance of doubt, for a Buyer this will be 30 calendar days. The receipt of these funds in full will absolve the Purchaser's obligation to pay you under the Supplier Agreement or Vendor Agreement (as applicable) in respect to the Qualifying Purchase (where acting as Supplier) or the Vendor (where you are a Purchaser). For the avoidance of doubt, upon Our receipt of the Purchaser Contract Price in Full, title (where relevant) will transfer from You to the Buyer (where you act as supplier, or from the Vendor to You (where you act as a Purchaser).

Upon Silverwing's receipt of payment in full of the Purchaser Contract Price from the Purchaser, Silverwing will confirm receipt and will pay you (where you act as a Supplier) or the Vendor (where you act as a Purchaser) in full for the Purchaser Contract Price. This payment from Silverwing shall be deemed the 'Initial Payment' and will be added to the Balance Transfer Statement and will initiate onward payment in accordance with Section 4.12.

Upon Silverwing's payment in full of the Initial Payment, we will change the status of the Purchaser's Price Curve Credits from Pending to Redeemable for the relevant Qualifying Purchase. Redeemable Price Curve Credits may then be used in accordance with section 28.5.

You will (where you are a Supplier) or the Vendor will (where you are a Purchaser) notify Silverwing upon receipt of payment in full for the Price Due from us.

At your discretion you may opt to use the Automatic Net Transaction for the receipt of the Price Due from the Buyer (collected by Silverwing on your behalf) and your Price Due for the Vendor (collected by Silverwing on behalf of the Vendor). Upon Silverwing's receipt of the Buyer Contract Price from the Buyer, Silverwing will add both the Initial Payment that Silverwing owes to you and the Supplier Contract Price that you owe to Silverwing on Behalf of the Vendor, to the Balance Transfer Statement. Silverwing will mark your Supplier Contract Price for the Vendor as pre-paid on the Balance Transfer Statement and you will be transferred any difference. For the avoidance of doubt, with the Automatic Net Transfer you will receive the difference between the Buyer Contract Price from the Buyer and the Supplier Contract Price for the Vendor, which shall be equal to your Margin.

Price Curve Credits

If Purchasers make a Qualifying Purchase, then a Purchaser may be entitled to earn Price Curve Credits.

Purchasers will see a positive balance on the Platform associated with their Account ('Price Curve Credits') where, in accordance with the Relevant Price Curve, the Current Price of the Supplier (or Vendor as applicable) whom the Purchaser purchased from during the Offer is less than the Purchaser Contract Price for the Qualifying Purchase. The Price Curve Credits appearing on an Account will be equal to the difference between the Purchaser Contract Price less the Current Price for the relevant Supplier (or Vendor as applicable). Price Curve Credits will continue to be generated on the Account until the Offer Period ends, at which point no further Price Curve Credits will be generated in relation to that Relevant Price Curve.

Price Curve Credits represent the rebate on the Purchaser Contract Price that either you (where you act as a Supplier) or the Vendor (where you act as a Purchaser) have been able to pass onto Purchasers, due to the collective impact of all eligible purchases made against the Relevant Price Curve.

Price Curve Credits will show as Pending and will not be redeemable for use by the Purchaser until Silverwing has received payment in full from the Purchaser.

Buyers will be entitled to withdraw their Redeemable Price Curve Credits or offset these against future purchases however you (in your capacity as a Purchaser) will not be entitled to withdraw the Redeemable Price Curve Credits and may only use these to credit a Buyer's Price Curve Credit account.

Where you act as a Supplier, and create an offer, you will guarantee the payment of the Discount Monies to Silverwing in accordance with section 28.6 and you hereby authorise Silverwing to transfer out of the Discount Monies Account the Redeemable Price Curve Credits for subsequent withdrawal or offsetting as elected by the Buyer in accordance with Section 28.7.

Where you are a Purchaser, in accordance with section 3.2, you acknowledge that Silverwing will pay your Redeemable Price Curve Credits on behalf of the Vendor.

It is the responsibility of you, the Buyer and the Vendor to ensure that you appropriately account for VAT on any sales you make on the Platform and any Price Curve Credits you generate and pay, in accordance with applicable laws, legislation and accounting standards.

Payment of Price Curve Credits to Purchasers

By default, You (where you act as a Supplier that creates an Offer) or the Vendor (where you act as a Purchaser) will use the "Automatic Net Transaction" for the payment of the Initial Payment and the Discount Monies payment. Upon receipt of the Purchaser Contract Price from the Purchaser, Silverwing will add both the Initial Payment (that Silverwing owes to you) and the Discount Monies payment (that you owe to Silverwing (with an associated Invoice) to the Balance Transfer Statement. Silverwing will pay you the net off the payments in accordance with the Balance Transfer Statement. For the avoidance of doubt, with the Automatic Net Transaction you or the Vendor (as applicable) will receive the Minimum Price per unit of the Offer for that Order, (unless the Offer has ended, in which you will additionally receive and Final Payment due from Silverwing in accordance with section 28.6.3), with the Discount Monies being segregated and transferred to the Discount Monies Account.

At the end of the Offer Period, Silverwing will pay you (or the Vendor as applicable) the Final Payment. The Final Payment will appear on the Balance Transfer Statement for daily reconciliation.

The Final Payment will be equal to the difference between Final Price and the Minimum Price.

For the avoidance of doubt, if the Purchaser’s Current Price does not decrease within the Offer Period from the date of the Qualifying Purchase, then the Final Payment will be the for the total of the Discount Monies amount.

If the Purchaser’s earns Price Curve Credits (in accordance with section 28.5). Silverwing will transfer the funds (in accordance with section 28.7), equal to the Redeemable Price Curve Credits from the Discount Monies Account to the relevant Purchaser's Price Curve Credits account.

When a Buyer initiates a withdrawal or use of a Redeemable Price Curve Credit with you on the Platform (and you are acting as a Purchaser), If you do not have Redeemable Price Curve Credits (created from the Qualifying Purchase) with the Vendor, Silverwing will produce a Credit Note (in accordance with section 28.7) in your name, for the relevant Redeemable Price Curve Credits and add this to the daily Balance Transfer Statement. Silverwing will automatically initiate the redemption of the equal number of Redeemable Price Curve Credits from a Vendor to you when they are generated.

If you have Redeemable Price Curve Credits with the Vendor (associated with the Qualifying Purchase) You acknowledge that Silverwing will pay you the Redeemable Price Curve Credits on behalf of the Vendor. And you pursuant to section 3.2 You authorise Silverwing to initiate onward payment on your behalf to the Buyer. Silverwing (acting on behalf of the Vendor) will provide you with a credit note from the Vendor in accordance with Section 4.13. Silverwing will simultaneously generate a credit note in your name for Silverwing (acting on Your behalf Buyer). Both credit notes will be added to the Balance Transfer Statement. For the avoidance of doubt any Price Curve Credits that you are owed from the Vendor, will be equal to the Price Curve Credit payments that you owe to the Buyer.

Therefore, after the Final Payment and the payment of the Price Curve Credits, there will be no funds associated with the Relevant Price Curve held within the Discount Monies Account.

Price Curve Credit Note Generation

The Platform will produce a credit note in your name for the amount of any Redeemable Price Curve Credits for you (or the Vendor as applicable) to send to Silverwing (acting on behalf of the Vendor and Your behalf) associated with your invoice to Silverwing for Sales to Buyers for the Offer, at the earliest of:

(a)the end of the Offer;

(b)the Minimum Price is reached;

(c)a Purchaser uses a Redeemable Price Curve Credit (in accordance with section 28.5)

If you create an Offer, the Platform will produce a credit note(s) from Silverwing to you associated with the Discount Monies invoice, for the amount of:

(d)Redeemable Price Curve Credits

(e)Final Payment

For the avoidance of doubt, the sum the credit note(s) for Redeemable Price Curve Credits and the final Payment in all circumstances will be equal to the sum of the Discount Monies invoice. At the earliest of:

(A) the end of the Offer;

(B) The Minimum Price is reached;

Any Credit notes generated by the Platform will be automatically added to the Balance Transfer Statement for immediate payment.

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