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Terms &
Agreement.

Ver. 2026-1

Spencer Technologies UK Limited, a company incorporated in England and Wales (company number 09156478) whose registered office is at The Hart Shaw Building, Europa Link, Sheffield S9 1XU, United Kingdom (“Spencer”), and the applicable customer (“Customer”), hereby agree the following terms and conditions (this “Agreement”) shall apply to all services to be performed by Spencer on behalf of Customer (the “Services”), and all materials and equipment provided by Spencer on behalf of Customer (the “Equipment”) in connection with any purchase order, statement of work, or other similar writing between Customer and Spencer (each, a “PO”).

General

Application. This Agreement shall prevail over any inconsistent terms or conditions contained in or referred to in Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing. A binding contract shall not come into existence between Spencer and Customer unless and until Spencer issues a written order confirmation to Customer.

Designated Contact. Spencer shall designate a person to act as project manager (the “Spencer PM”). The Spencer PM will be the main point of contact for Customer for all purposes in connection with this Agreement, the Services, and the Equipment, including any associated escalation communications. Customer shall designate a person as the main point of contact for all communications in connection with this Agreement, the Services, and the Equipment.

Progress Billing; Invoices. Unless otherwise set forth on the applicable PO, Customer shall pay for installation and construction projects (not including Equipment sales or other Services) through progress billing as follows: (i) 25% of the quoted amount due prior to the commencement of the Services or delivery of any Equipment; (ii) 50% upon 50% Services completion and Equipment delivery; and (iii) final payment upon Services completion or Spencer’s final invoice. Equipment shall be invoiced once received at Spencer facility or any affiliated warehouse.

Spencer shall invoice for the base scope of work once completed. If Change Orders are pending approval, the base scope of work will be invoiced separately. Change Orders shall be invoiced once work is complete and the relevant Change Order has been approved.

Payment Terms. Time for payment of Spencer’s invoices shall be of the essence of the Agreement. All Spencer invoices shall be paid in full within 30 calendar days from the date of the invoice. Unless expressly stated otherwise, the amounts due from Customer as shown on the PO are exclusive of applicable fees, taxes, tariffs, duties, and assessments imposed by any relevant governmental or taxing authority, including without limitation any applicable value added tax (VAT), all of which Customer shall pay at its sole expense. Customer shall pay all amounts due under this Agreement in full without set-off, deduction or counterclaim, except as required by law or as set off against any amounts owed by Spencer to Customer pursuant to a final, non-appealable judgment.

Late Payment Interest. If Customer fails to make any payment due to Spencer under this Agreement by the due date for payment, Spencer shall be entitled to charge interest on the overdue amount at the rate of 8% per annum above the base rate of the Bank of England from time to time, accruing daily from the due date until full and actual payment of the overdue amount, whether before or after judgment. Such interest rate shall constitute a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.

VAT. All amounts stated in or payable under this Agreement are exclusive of value added tax (VAT) unless expressly stated otherwise. If VAT is chargeable on any supply made by Spencer under or in connection with this Agreement, Customer shall pay Spencer an amount equal to such VAT in addition to the amounts otherwise payable, on receipt of a valid VAT invoice.

Unforeseen Delays; Out of Scope Services. Any unforeseen delays or out of scope issues will be escalated by the Spencer PM to the Customer contact. In the event that: (i) there is an unforeseen delay caused in whole or in part by any reason outside of Spencer’s reasonable control; or (ii) Customer requests Services or Equipment outside of the scope set forth in the applicable PO, Spencer shall bill Customer therefor at Spencer’s then-published “Out of Scope Rates”.

Pricing Updates. Spencer reserves the right to modify its pricing at any time. Pricing changes will not affect orders already accepted through a PO or contract, unless otherwise agreed in writing.

Shipping. Shipping charges will be billed based on cost, unless quoted otherwise or charged to a Customer-supplied shipping account number (if available). Unless otherwise expressly agreed by the parties in writing, Spencer shall deliver all Equipment to the address specified in the applicable PO. Delivery shall be Ex Works (EXW) Spencer’s facility (Incoterms® 2020), unless otherwise agreed in the applicable PO. Risk in the Equipment shall pass to Customer on collection or, where Spencer arranges carriage, on handover to the carrier. All prices are exclusive of delivery, packaging, packing, shipping, carriage, insurance, VAT and other charges and duties. Time is not of the essence as to the delivery of Equipment and Spencer is not in any circumstances liable for any delay in delivery, however caused.

Force Majeure. Neither party shall be liable for its failure to perform hereunder if due to any contingency beyond the reasonable control of such party, including but not limited to acts of God, acts of government, mandated travel restrictions, pandemic, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labour dispute, inability to obtain necessary supplies, and the like. The affected party shall notify the other party as soon as reasonably practicable of the force majeure event and its expected duration. If a force majeure event continues for more than 90 calendar days, either party may terminate this Agreement (or the affected PO) by Written Notice to the other party without liability.

Hours. Unless otherwise set forth in the applicable PO, Services will be performed during standard business hours (Monday through Friday, 8AM to 5PM (local time)) (“Business Hours”). Additional charges may be incurred in the event that Services are required to be performed outside of such Business Hours or during weekends or public holidays.

Scheduling. Spencer requests at least two weeks of lead time from the date of PO to Services commencement to ensure proper scheduling. Expedited requests will be handled on a best-efforts basis.

Equipment Return Policy. Regular Equipment orders may be returned if unopened and in original packaging within 14 calendar days of Customer’s receipt and Spencer consent via a Return Merchandise Authorisation (“RMA”). Customer is responsible for obtaining an RMA from Spencer. No returns will be accepted without an RMA. All returns are subject to a 20% restocking fee. Customer is responsible for all return shipping charges. Spencer reserves the right not to accept a return even if an RMA has been issued, based upon Equipment condition upon receipt by Spencer.

Retention of Title. Risk in the Equipment shall pass to Customer in accordance with the Shipping clause above, but title to the Equipment shall not pass to Customer until Spencer has received payment in full of all amounts due in respect of the Equipment and all other amounts due from Customer to Spencer under this Agreement. Customer must store unpaid Equipment separately and keep it identifiable as Spencer’s property. Customer must insure the Equipment and notify Spencer immediately if it becomes subject to any insolvency event. Spencer has the right to recover unpaid Equipment, including by entering Customer’s premises.

Intellectual Property Rights. In this clause, “Intellectual Property Rights” means patents, copyright, database rights, trade marks, designs, know-how, trade secrets, and all other intellectual property rights, in each case whether registered or unregistered. All Intellectual Property Rights owned by or licensed to Spencer before the Services commence, or developed by Spencer independently of this Agreement (“Spencer Background IP”), shall remain Spencer’s property. All Intellectual Property Rights in any deliverables or work product created by Spencer for Customer in performing the Services (“Deliverables”) shall vest in Spencer on creation. Subject to full payment of all amounts due under this Agreement and the applicable PO, Spencer grants Customer a non-exclusive, non-transferable, royalty-free licence to use the Deliverables for Customer’s internal business purposes. All Intellectual Property Rights in materials provided by Customer shall remain Customer’s property.

Limitation of Liability. Nothing in this Agreement shall limit or exclude Spencer’s liability for: (a) death or personal injury caused by its negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or (d) any other liability which cannot be limited or excluded by applicable law. Subject to the foregoing, in no event, whether in contract, warranty, indemnity, tort (including but not limited to negligence), strict liability, or otherwise, arising directly or indirectly out of the performance of the Services or the Equipment, shall Spencer be liable for: (i) any incidental, indirect, special, consequential, or similar damages such as loss of use, loss of profits, or delay damages, even if such damages were foreseeable or caused by Spencer’s breach of this Agreement; (ii) any claim that properly is a claim against a manufacturer; or (iii) any amount exceeding the amount paid to Spencer for Services or Equipment furnished to Customer that are the subject of such claims. Subject to sub-clauses (a) to (d) above, any claim by Customer arising out of or in connection with this Agreement or the Services or Equipment must be brought within 12 months from the date on which the cause of action arose, failing which such claim shall be time-barred.

Assignment. Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of Spencer.

Successors and Assigns. The Agreement shall be binding upon and shall endure to the benefit of the parties hereto and their respective successors and permitted assigns.

Independent Contractor. Spencer is, and shall perform the Services under this Agreement as an independent contractor.

Governing Law. 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.

Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Notice. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by pre-paid first class post or other next working day delivery service, at 9AM on the second Business Day after posting; or (c) if sent by email to an address notified by the recipient for that purpose, at 9AM on the next Business Day after sending, provided no delivery failure notification is received by the sender (“Written Notice”). For the purposes of this clause, “Business Day” means a day other than a Saturday, Sunday, or public holiday in England.

Termination. Spencer may terminate this Agreement (or any PO) by Written Notice to the other party if Customer commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within 30 calendar days of receiving Written Notice requiring it to do so. In addition, in the event of a breach of any Customer obligation hereunder, including without limitation any payment default, Spencer reserves the right to cease performing the Services, or delivering any Equipment, or terminate the applicable PO. Spencer can terminate with immediate effect if Customer enters administration, liquidation, or bankruptcy or obtains a moratorium under Part A1 of the Insolvency Act 1986. This includes the appointment of any receivers/administrative receivers.

Effect of Termination. In the event that this Agreement is terminated prior to the completion of the Services, Spencer shall deliver a final invoice based on Spencer’s selling price, and Customer shall pay, for all work in process performed and expenses incurred by Spencer and all Equipment purchased by Spencer up to the date of termination. Notwithstanding the foregoing, payment of such invoice shall not limit Spencer’s legal and equitable remedies for any breach of this Agreement, including without limitation damages or rights to recover any unpaid Equipment delivered to Customer.

Remedies. All of the rights and remedies available to Spencer under this Agreement are in addition to, and not in limitation of, the rights and remedies otherwise available thereto at law or in equity. The rights and remedies of Spencer hereto are cumulative and not alternative.

Third Party Rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Entire Agreement. Any amendment to or modification of this Agreement, or any waiver of any provision hereof, shall be in writing and signed by the parties hereto. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written and oral agreements, representations, and communications between the parties relating to the subject matter hereof. Any separate written agreement purporting to supersede this Agreement shall specifically reference that it intends to supersede this Agreement, and shall only supersede this Agreement to the extent that it references the provisions which it intends to supersede. Nothing in this clause shall exclude or limit liability for fraud or fraudulent misrepresentation.

Severability. If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Confidentiality. Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by this clause. Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement (and shall ensure that such persons comply with this clause); (b) to any member of its group (meaning any holding company, subsidiary, or subsidiary of any holding company of that party, each as defined in section 1159 of the Companies Act 2006), and to the employees, officers, representatives, subcontractors, or advisers of any such group member who need to know such information for the purposes of carrying out the party’s obligations under this Agreement (and shall ensure that such persons comply with this clause); or (c) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority. Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement. The obligations in this clause shall survive termination of this Agreement for a period of three years.

Customer Obligations

Site Access; Site Requirements. Customer acknowledges and agrees that Spencer will be required to access Customer’s premises (the “Site”) to install the Equipment. Customer shall: (i) provide adequate space and facilities at the Site for any Equipment to be installed; (ii) permit Spencer to enter into and access the Site to perform the Services; (iii) ensure that at the Site: (a) all cable paths are open and free of obstructions; (b) conduit is pre-installed and includes pull string; (c) concrete walls and/or floors pre-cored; (d) all conduit and raceway materials are in place; and (e) existing building structure sufficient for supports.

Change Orders. In the event that Spencer is required to perform additional Services to make the Site compliant with the Site requirements set forth above, Spencer shall first provide Customer with a change order setting forth the required changes to the Services and Equipment and the applicable changes to the time and pricing for the installation (each, a “Change Order”). Customer shall have five calendar days following the receipt of a Change Order to reject a Change Order in writing. In the event that Customer accepts the Change Order or does not reject the Change Order within such five-day period, Spencer shall perform the Services and provide the Equipment set forth in the Change Order and shall bill Customer therefor at Spencer’s then-published “Out of Scope Rates”.

Legal Compliance. It is Customer’s responsibility to ensure compliance with all applicable laws, regulations, building regulations, planning requirements, and any restrictive covenants or other third-party rights affecting the Site related to the Equipment and the Services, to pay any fees or other charges, and to obtain any licences, permissions, consents, approvals, permits, or authorisations necessary for the performance of the Services and the installation or use of the Equipment (collectively “Legal Requirements”). Customer will be solely responsible for any fines or similar charges for violation of any applicable Legal Requirements. Any permit fees required to be paid by Spencer will be passed on to Customer at cost plus 20%. In the event that Spencer is required to perform any labour to acquire such permits, Spencer shall bill Customer therefor at Spencer’s then-published “Out of Scope Rates”.

Additional Services. Customer acknowledges that Spencer’s pricing does not include “as-builts” or demos. In the event that Customer requests that Spencer perform these (or other) additional Services, to the extent that Spencer agrees to perform the same, Spencer shall bill Customer therefor at Spencer’s then-published “Out of Scope Rates” or such other rates as Spencer may determine is reasonable depending on the requested additional Services.

Indemnity. Customer shall indemnify and hold Spencer and its directors, officers, employees, solicitors, accountants, and agents harmless from and against any and all liabilities, loss, costs, or damages (including legal and professional costs necessarily incurred in defending or prosecuting any claim for any such liability, loss, cost, or damage) resulting from or by virtue of a breach of any covenant, representation, or warranty of Customer contained herein. The indemnity obligations in this clause are subject to the limitations set forth in the Limitation of Liability clause above. The foregoing indemnity obligations shall survive the termination of this Agreement.

Data Protection. To the extent that Spencer processes any personal data (as defined in the UK General Data Protection Regulation and the Data Protection Act 2018 (and regulations made thereunder)) on behalf of Customer in connection with the Services, the parties shall enter into a separate data processing agreement. Neither party shall process any personal data relating to the other party or its personnel except in accordance with applicable data protection legislation.

Limited Warranties

Warranty Disclaimer. Except as expressly set forth herein, Spencer makes no warranties, express or implied, in respect of the Services or the Equipment. To the fullest extent permitted by law and subject to the requirement of reasonableness under the Unfair Contract Terms Act 1977, all conditions, assurances, statements, warranties and representations which are not expressly stated in this Agreement are excluded. For the avoidance of doubt, nothing in this Agreement shall exclude or restrict any implied term which it would not be lawful to exclude or restrict. Statements made relating to the installation, made prior to the date of the applicable PO, are not representations or warranties. It is understood that such statements were not intended to, and did not, form a part of this Agreement.

Warranty Exclusions. If any work is completed outside of applicable laws, regulations, and standards (including, without limitation, BS 7671, IEEE, ISO, and any applicable British standards) as identified by Spencer, but approved by Customer, all warranties will be nullified. Spencer’s warranties do not cover: (i) damage caused by accident, abuse, mishandling, or vandalism; (ii) any cable, systems, or hardware that have been subject to repair by third parties; (iii) damage due to failure of electrical power, sprinkler, or humidity control; (iv) damage due to fire, water damage or acts of nature; (v) manufacturer defects or other third-party related software issues; (vi) costs for warranty or third-party repair administration; or (vii) issues that had been attempted to be corrected by Customer or a third-party.

Limited Warranties. Any warranty issues must be escalated to the Spencer PM. Spencer will use commercially reasonable efforts to provide responses to warranty escalations within 10 business days (not including any lead-time for freight transit or product manufacturing or supply chain lead-times). Spencer provides the following limited warranty on the Services and the Equipment as follows:

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