GENERAL CUSTOMER TERMS

1. INTRODUCTION

1.1 About these General Terms

These general customer terms ( General Terms ) apply to any Services that Canary7 Ltd ( Supplier , Canary7 , we , us or our ) licenses or provides to a Customer, unless the Customer and Supplier have entered into a separate written agreement for those Services which has been signed by both parties.

1.2 The Agreement

The agreement between Supplier and Customer governing the licensing, use and provision of the Services consists of:

1. these General Terms;
2. the applicable Service Level Agreement ( SLA );
3. the Proposal; and
4. any other written document issued by Supplier which expressly states that it forms part of the Agreement, together with any amendment or supplement agreed in writing and signed by both parties.

Together, these documents form the Agreement between Supplier and Customer.

The Agreement applies to the exclusion of any other terms that Customer may seek to impose or incorporate, or which may otherwise be implied by trade, custom, practice or previous dealings between the parties.

1.3 Order of Priority

If there is any inconsistency or conflict between the documents forming the Agreement, they will take priority in the order listed in clause 1.2, with the document appearing first taking precedence.

1.4 Acceptance

An order placed by Customer will only be accepted when Supplier signs the relevant Proposal or confirms its acceptance by email.

The Agreement will come into effect on the date of that acceptance.

1.5 Changes to these General Terms

These General Terms are published on Supplier's website. Customer should save or print a copy for its records.

Supplier may amend these General Terms from time to time during the Term. Where reasonably practicable, Supplier will endeavour to provide Customer with at least thirty (30) days' notice before any changes take effect.

Whenever Customer agrees a new Proposal with Supplier, Customer should review the version of these General Terms then in force to ensure that it understands the terms applying to the Agreement.

The current version of these General Terms will state the date on which it was most recently updated. Historic versions are available from Supplier on request.

1.6 Validity of Proposals

Unless a longer period is stated in the Proposal, each Proposal issued by Supplier will remain valid for thirty (30) days from its date of issue.

If Customer does not accept the Proposal within that period, the offer contained in the Proposal will lapse.

2. INTERPRETATION

2.1 Definitions

The following definitions apply throughout the Agreement. Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.

Agreement has the meaning given in clause 1.2.

Authorised User means an employee, agent or independent contractor of Customer or any of its Affiliates who:

• is authorised by Customer to use the Subscription Services and related documentation;
• has agreed to the EULA; and
• has been allocated a valid User Licence by Customer.

Beta Services means any Subscription Service identified by Supplier as a beta, preview, early-access or similar service.

Business Day means any day other than a Saturday, Sunday, bank holiday or public holiday in Northern Ireland or the jurisdiction in which Customer is incorporated.

Charges means all charges payable by Customer for the Services, including Subscription Charges and Professional Services Charges.

Commencement Date means the commencement date specified in the Proposal.

Companies means individual entities or corporate clients registered to Customer's account whose products Customer manages, fulfils, processes or stores using the Subscription Services.

Confidential Information means any information of a confidential nature, whether provided orally, in writing, electronically or in any other form, relating to a party's business, operations, suppliers, customers, products, services, technology or commercial affairs.

This includes trade secrets, the Subscription Services and associated documentation, product and feature plans, pricing information and any other information that the recipient knows, has been informed, or should reasonably understand to be confidential.

Control means:

• beneficial ownership of more than 50% of the issued share capital of an entity; or
• the legal power to direct or cause the direction of the general management of an entity.

Controlled and Controls will be interpreted accordingly.

Customer means the organisation purchasing User Licences and/or Services from Supplier, as identified in the Proposal.

Customer Data means all data, content and images entered into the Subscription Services by Customer, its Authorised Users or, where applicable, Supplier or its subcontractors acting on Customer's behalf.

Customer Data will be treated as Customer's Confidential Information unless it has been uploaded or disclosed in circumstances where Customer intends it to be made available to third parties other than its Authorised Users.

Customer Equipment means the hardware, software, internet connection and other systems required to access and use the Subscription Services.

Customer Equipment must support the current or immediately preceding version of commonly used web browsers including Chrome, Firefox, Safari and Microsoft Edge, together with any other reasonable technical requirements notified by Supplier from time to time.

Customer Service User means an Authorised User with restricted access to the Subscription Services.

Unless otherwise agreed in the Proposal, a Customer Service User will generally only have access to information relating to inbound and outbound shipments and warehouse inventory, but may be permitted to export, add or amend information within those areas.

Customer Service User Licence means a User Licence issued to a Customer Service User.

Data Protection Law means all data protection and privacy legislation applicable to the parties from time to time, including, where applicable, the UK GDPR, the Data Protection Act 2018 and the EU GDPR.

EULA means Supplier's standard End-User Licence Agreement which each Authorised User must accept before using the Subscription Services.

Feedback means any ideas, suggestions, recommendations, enhancement requests, know-how, algorithms, code contributions or other feedback relating to Supplier's products or Services. Free Service means any Service provided by Supplier without charge.

General Terms has the meaning given in clause 1.1.

Go Live Date means the earlier of:

1. the date Customer or any Authorised User first uses the Subscription Services in a live operational environment rather than for testing or training; or
2. ninety (90) days after the Commencement Date,

unless the failure to achieve the Go Live Date within that period was directly caused by Supplier's failure to meet its obligations relating to the Implementation Services.

Implementation Services means the implementation services and deliverables described in the Proposal which are provided to configure and prepare Customer's account for use of the Subscription Services.

Information Security Policy or ISP means Supplier's information security policy describing the measures used to protect Customer Data stored through the Subscription Services, as updated from time to time and available on request.

Initial Subscription Term means the initial subscription period specified in the Proposal. If no period is specified, the Initial Subscription Term will be twelve (12) months.

Licence Restrictions means any restrictions on Customer's or an Authorised User's use of the Subscription Services specified in the Proposal or elsewhere in the Agreement.

Order means an order for fulfilment of a physical product recorded or processed through the Subscription Services.

Payment Terms means the payment terms stated in the Proposal.

Where no Payment Terms are specified:

• Subscription Charges are payable in full and in advance for the Initial Subscription Term and each Renewal Period;
• Order overage charges are payable monthly in arrears; and
• Professional Services Charges are payable monthly in arrears on thirty (30) day payment terms.

Privacy Policy means Supplier's privacy and cookies policy, as updated from time to time. Professional Services means any bespoke or additional professional services agreed between Supplier and Customer, other than the Subscription Services and standard Support.

Professional Services may include installation, on-site technical assistance, bespoke development or upgrades and other additional services agreed between the parties.

Professional Services Charges means the charges payable for Professional Services, as specified in the Proposal or otherwise agreed between Supplier and Customer.

Product Expert means an Authorised User nominated by Customer and trained in the use of the Subscription Services who is authorised to raise Support requests directly with Supplier.

The number of Product Experts available to Customer will be specified in the Proposal. Each Product Expert must also hold a standard User Licence.

Proposal means Supplier's written quotation or proposal setting out the Services, User Licences, Charges and other commercial terms applicable to Customer.

Purpose means Customer's and its Affiliates' lawful internal business use of the Subscription Services in accordance with their intended functionality and the Agreement.

Renewal Period means each successive period of twelve (12) months following the Initial Subscription Term, unless another renewal period is specified in the Proposal.

Retail Prices Index or RPI means the Retail Prices Index published by the UK Office for National Statistics, or any replacement or successor index which most closely reflects it.

Sensitive Information means highly sensitive personal, financial, health or identification information, including:

• credit or debit card numbers;
• personal financial account information;
• National Insurance, social security or equivalent identification numbers;
• passport or driving licence numbers;
• passwords;
• racial or ethnic origin;
• health or medical information; and
• other information subject to heightened protection under applicable data protection, financial services, healthcare or security legislation or standards.

Services means the Subscription Services and Professional Services provided by Supplier.

Software means Canary7®, Supplier's warehouse and/or order management software application, including the Canary7 portal and any generally available updates or upgrades to which Customer is entitled under the Agreement.

Subscription Charges means the charges payable by Customer for the Subscription Services and User Licences in accordance with the Agreement and Proposal.

Subscription Services means Supplier's hosting of the Software and provision of access to it for Authorised Users through Customer Equipment and the relevant Canary7 environment or subdomain allocated to Customer.

Subscription Term means the period beginning on the Go Live Date and continuing for the Initial Subscription Term and any subsequent Renewal Periods, unless terminated earlier in accordance with the Agreement.

Supplier means Canary7 Ltd, company number NI685499, whose registered office is at 7 Corchoney Road, Cookstown, Northern Ireland, BT80 9HU.

Support means the second-line support services provided by Supplier to Customer's Product Experts during the Subscription Term.

Term means the term of the Agreement described in clause 16.1.

Unused Portion means the proportion of any Charges paid in advance that relates to the period following termination up to the end of the period for which those Charges were paid.

User Licence means a subscription purchased by Customer which permits an Authorised User to access and use the Subscription Services and associated documentation in accordance with the Agreement.

Specific User Licences may be subject to additional restrictions specified in the Proposal.

Warehouse means an individual physical warehouse location at which Customer stores products that are managed, processed or recorded through the Subscription Services.

2.2 Interpretation

Clause and section headings are included for convenience only and do not affect the interpretation of the Agreement.

References to clauses are references to clauses of these General Terms unless otherwise stated.

2.3 Singular and Plural

Words in the singular include the plural and vice versa where the context requires.

2.4 References to Legislation

A reference to legislation or a statutory provision includes that legislation or provision as amended, extended, replaced or re-enacted from time to time, together with any subordinate legislation made under it.

Words such as including , include , in particular and for example are illustrative and do not limit the meaning of the words preceding them.