Terms and Conditions of Business.

Puzzle Technology Ltd

Version 6 · Effective 1 November 2026

These terms and conditions (the “Terms”) govern the sale of Goods and Services sold by Puzzle Technology to the Customer (collectively, the “parties” and each a “party”).

These Terms should be read together with the accepted Order, any Quote issued to the Customer, any supplementary terms referred to in that Quote or subsequently entered into in writing in accordance with clause 15.5 and, where applicable, the contract information and contract summary required for Telecoms Services, which together form the Agreement between the parties as defined in clause 1.1.1.

1. Interpretation

1.1 Definitions:

1.1.1 “Agreement” means the agreement between the parties for the sale and purchase of the Goods and/or Services which shall include any applicable Quote and these Terms and any other supplementary terms expressly referred to in the Quote or subsequently entered into in writing in accordance with clause 15.5, the accepted Order, and, where the Agreement includes Telecoms Services and Applicable Laws or the Ofcom General Conditions require them to be provided, the contract information and contract summary provided to the Customer before it became bound. Where there is any conflict between these documents, the order of precedence shall be: (a) any contract information or contract summary required by Applicable Laws or the Ofcom General Conditions, unless subsequently varied by express agreement between the parties in accordance with Applicable Laws and the Ofcom General Conditions; (b) any supplementary terms expressly referred to in the Quote or subsequently entered into in writing in accordance with clause 15.5, the later in date prevailing between them; (c) the Quote; (d) the accepted Order, to the extent it records commercial terms not contained in a Quote; and (e) these Terms, save that no document shall operate to reduce any right which the Customer has under Applicable Laws.

1.1.2 “Applicable Laws” means all applicable laws, statutes and regulations from time to time in force.

1.1.3 “Business Day” means a day (other than a Saturday, Sunday or public holiday in England) when the banks in London are ordinarily open for business, excluding the days between Christmas and New Year.

1.1.4 “Business Hours” means 9.00 am to 5.00 pm, UK time, on a Business Day.

1.1.5 “Commencement Date” means the date this Agreement comes into existence as set out in clause 2.4.

1.1.6 “Consumer” means an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession. “Customer” means any person who purchases the Goods and/or Services from Puzzle Technology otherwise than as a Consumer. These Terms do not apply to Consumers, whom Puzzle Technology supplies on separate terms.

1.1.7 “Customer Data” means any data, information or content provided or made available by or on behalf of the Customer, or accessed, collected, generated, stored or processed by Puzzle Technology on the Customer’s behalf, in connection with the Goods or Services.

1.1.8 “DP Schedule” means Puzzle Technology’s Data Protection Schedule in force from time to time, available at https://puzzletech.co.uk/dps. The DP Schedule is subject to its own version control, and Puzzle Technology shall on request provide the Customer with a copy of the version in force at any relevant date.

1.1.9 “Fees” means the fees for the Goods and/or Services as detailed in the Quote or, where no Quote applies, as agreed under the Order or determined in accordance with clause 8.1.

1.1.10 “Goods” means the goods (or any part of them) supplied under an Order, whether or not set out in a Quote, and comprising the Hardware and Software together.

1.1.11 “Hardware” means the hardware and electronics supplied under an Order, whether or not set out in a Quote.

1.1.12 “Intellectual Property Rights” means all copyright, database rights, topography rights, design rights, trademarks, trade names, utility models, patents, domain names and any other intellectual property rights of a similar nature (whether or not registered) subsisting anywhere in the world in or associated with the Goods, the Services, or any documents, designs, processes, methodologies, technologies, deliverables or materials used in or resulting from their development, provision or production.

1.1.13 “Order” means the Customer’s order for the Goods and/or Services as set out in an agreed Quote, and includes any request by the Customer for Goods and/or Services which Puzzle Technology accepts otherwise than under a Quote, including work requested on a pay-as-you-go basis, work outside the scope of a Quote, emergency work, and recurring services applied to the Customer’s account.

1.1.14 “Ofcom General Conditions” means the General Conditions of Entitlement published by the Office of Communications under the Communications Act 2003, as in force from time to time.

1.1.15 “Puzzle Technology” means Puzzle Technology Ltd, a company incorporated and registered in England and Wales with company number 10006894 and whose registered office is at Ground Floor, 1 Avro Court, Ermine Business Park, Huntingdon PE29 6XS.

1.1.16 “Quote” means the sales document issued by Puzzle Technology setting out the Goods and/or Services for the Customer, and which references these Terms and any other supplementary terms.

1.1.17 “Services” means the services (if any) supplied under an Order, whether or not detailed in a Quote, and provided in accordance with the SLA, if applicable.

1.1.18 “SLA” means any service level agreement or statement of service level objectives applicable to the relevant Order, including any referenced in the Quote or in a Support Services Schedule.

1.1.19 “Software” means the computer executable binary code in object form that is made available under the software licence at clause 4.5.

1.1.20 “Specification” means any specification for the Goods, including any related plans and drawings, which are provided by Puzzle Technology.

1.1.21 “Telecoms Services” means any Services comprising or including a public electronic communications service, including SIP trunks, call carriage, line rental, mobile services, broadband and connectivity, and any bundled service where the price charged to the Customer includes an element of call carriage or line rental. For the purposes of the commercial charging provisions of these Terms, the hosting of a telephone system, the supply of telephone system licences, and support services provided in respect of a telephone system or its extensions are not Telecoms Services where they are quoted and invoiced as separate line items, unless and to the extent that Applicable Laws or the Ofcom General Conditions require them to be treated as part of a bundle or otherwise subject to the relevant regulatory requirements. Nothing in this definition shall limit or exclude any requirement applying under Applicable Laws or the Ofcom General Conditions, including any requirement applying to a bundle of services.

1.1.22 “Third Party Supplier” means any third party supplier used by Puzzle Technology in connection with the provision of the Goods or Services including service providers, manufacturers, consultants or contractors.

1.2 Interpretation:

1.2.1 Clause, Schedule (if any) and paragraph headings shall not affect the interpretation of these Terms.

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

1.2.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular, and a reference to one gender shall include reference to the other genders.

1.2.4 These Terms shall be binding on, and enure to the benefit of, the parties to the Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.2.5 A reference to writing or written includes email.

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

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

2. Basis of agreement

2.1 In consideration of payment in full and in accordance with clause 8, the Customer and Puzzle Technology agree that:

2.1.1 the Hardware shall be sold; and

2.1.2 the Software shall be licensed;

to the Customer in accordance with these Terms.

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

2.3 Any Quote given by Puzzle Technology shall not constitute an offer and is only valid for the period specified in the Quote, or, where no period is specified, at the end of the Business Day on which the Quote was given.

2.4 Once a Quote has been agreed (verbally or in writing) it shall be deemed as an Order by the Customer of the Services or Goods referenced in that Quote. Where the Customer requests Goods and/or Services otherwise than under a Quote, including by email, telephone or service desk ticket, that request shall constitute an Order on Puzzle Technology accepting it or commencing the work, and these Terms shall apply to it. An Order accepted otherwise than under a Quote shall not vary the default positions set out in these Terms in respect of minimum terms, notice periods, service levels, the scope or manner of provision of Support Services, software licensing or entitlement to documentation; any such variation requires a Quote or an agreement in writing satisfying clause 15.5. A binding and enforceable contract based exclusively on the terms and conditions of the Agreement shall come into existence upon the earlier of: (a) Puzzle Technology providing the Customer with written confirmation that an Order has been accepted; or (b) the commencement of the provision of the Services or Goods referenced in an Order. Where the Order includes Telecoms Services, the Customer shall not become bound before Puzzle Technology has provided all contract information and any contract summary required by Applicable Laws or the Ofcom General Conditions and has obtained any express consent required

by them. Subject to any mandatory cancellation, switching or termination right arising under Applicable Laws, the Customer cannot cancel an Order once it has been accepted by Puzzle Technology. Where a Service is provided on an ongoing or recurring basis, the Customer may terminate that Service in accordance with clause 11.6 once provision of that Service has commenced. Nothing in this clause entitles the Customer to cancel an Order for Goods, or an Order for Services in respect of which provision has not yet commenced.

2.5 Subject to any mandatory cancellation right arising under Applicable Laws, where the Customer cancels or purports to cancel an Order, or where an Order is cancelled by agreement, the Customer shall reimburse Puzzle Technology for all costs, charges and liabilities incurred or committed by Puzzle Technology in respect of that Order, including any cancellation, abortive visit or early termination charges levied by a Third Party Supplier, any excess construction charges, and the cost of any works already undertaken or equipment already ordered.

2.6 The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.7 Any samples, drawings, descriptive matter or advertising produced by Puzzle Technology and any descriptions or illustrations contained in Puzzle Technology’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Agreement or have any contractual force.

2.8 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Terms.

3. Goods

3.1 The Goods are described in the Specification.

3.2 Puzzle Technology reserves the right to amend the Specification if required by any Applicable Laws or regulatory requirements.

3.3 The Customer shall ensure that any Goods received from Puzzle Technology under the Agreement will not be exported, diverted, transferred or otherwise disposed of in violation of any import or export legislation, either in their original form or after being incorporated into other items and shall be responsible for obtaining at their expense any licence or complying with any import legislation.

3.4 Except to the extent that any such restriction is prohibited by Applicable Laws, the Customer shall not disassemble, decompile, reverse engineer or convert the whole or any part of the Goods or Software.

4. Delivery and software licence

4.1 Puzzle Technology shall deliver the Goods to the location set out in the Quote or such other location as the parties may agree (the “Delivery Location”).

4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.

4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Puzzle Technology shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Puzzle Technology with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.4 The Customer shall ensure that it is available to accept delivery of the Goods at the Delivery Location. If the Customer fails to accept delivery of the Goods, then:

4.4.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the date of their initial arrival at the Delivery Location; and

4.4.2 Puzzle Technology shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).

4.5 Subject to the Customer paying the applicable Fees when due in accordance with clause 8, Puzzle Technology hereby grants to the Customer a non-exclusive, non-transferable right to use the Software on the Hardware during the term of this Agreement for the purpose of operating the Goods. Except where the Quote or an applicable Third Party Supplier licence expressly provides otherwise, the Customer acknowledges that this licence is not perpetual, that purchase of and title to the Hardware does not confer any continuing right to use the Software, and that where the Software is licensed on a subscription basis or is made available under a Third Party Supplier’s licence, the right to use it ends when that subscription or licence ends or when this Agreement terminates, whichever is earlier, whether or not the Customer retains the Hardware on which it operates.

5. Limited warranty

5.1 Puzzle Technology warrants to the Customer that, on delivery, and for such period as is set out in the Quote or Order or, where none is stated, twelve months in the case of new Hardware and three months in the case of reconditioned Hardware (each a “Warranty Period”), the Hardware shall conform in all material respects with the Specification (the “Limited Warranty”). Batteries supplied in or with portable devices are subject to the following Warranty Periods, which apply in place of the Warranty Period for the device itself and irrespective of any longer Warranty Period stated for that device, unless a period for the battery is expressly stated in the Quote or Order:

5.1.1 in the case of a new device, six months; and

5.1.2 in the case of a reconditioned device, no warranty is given as to battery capacity, performance or life, save that where a battery is not in working order on delivery Puzzle Technology shall, at its option, replace the battery where practicable, refund the price of the device in full on its return, or offer a partial credit which, if accepted by the Customer, shall be in full and final settlement of the defect.

5.2 In respect of Services, Puzzle Technology warrants to the Customer that the Services shall be performed by an appropriate number of suitably qualified and experienced personnel and using

all reasonable skill and care and materially in accordance with the SLA, if applicable, subject to the terms of that SLA, including any provision that the service levels it contains are targets only and that a failure to meet them does not of itself constitute a breach.

5.3 In the event Puzzle Technology purchases or procures any goods or services from a Third Party Supplier in connection with the provision of the Goods and/or Services under this Agreement, in addition to the foregoing warranties, and upon payment of any additional sums (as set out in the Quote or otherwise agreed in writing), to the extent permitted pursuant to its contract with such Third Party Supplier, Puzzle Technology may pass-through or assign to Customer the rights Puzzle Technology obtains from the manufacturers and/or sellers of such goods, all to the extent that such rights are assignable including, without limitation, any manufacturer warranties.

5.4 In the event that the Customer identifies a fault with some or all of the Goods during the applicable Warranty Period, it shall notify Puzzle Technology in writing within three Business Days of identifying the fault, stating which of the Goods do not comply with the warranty in clause 5.1 or in respect of which the Customer wishes to rely on any rights made available under clause 5.3.

5.5 Puzzle Technology shall, at its sole option:

5.5.1 repair or facilitate the repair of any defective parts, free of charge for the necessary parts and labour to complete the repair to restore the Goods to their proper operating condition; or

5.5.2 replace the Goods with a direct replacement or with similar Goods deemed by Puzzle Technology to perform substantially the same function as the original Goods; or

5.5.3 issue a refund of the original purchase price, less any depreciation to be determined based on the age of the Goods at the time a remedy is sought under the Limited Warranty.

5.6 Return of any of the Goods to Puzzle Technology by the Customer, as set out in clause 5.5, shall be at the expense of the Customer.

5.7 Puzzle Technology may, where reasonably necessary for diagnosing or resolving a fault, discuss the fault with the relevant Third Party Supplier and disclose to that supplier such Customer Data, contact details and technical information as are reasonably necessary for that purpose, in each case in accordance with the DP Schedule and Applicable Laws.

5.8 The Customer acknowledges that, following the discussion between Puzzle Technology and the Third Party Supplier set out in clause 5.7, the Third Party Supplier may contact the Customer to discuss the fault further.

5.9 The Customer acknowledges that until they are contacted by the Third Party Supplier, unless Puzzle Technology advises otherwise the Customer is not permitted to contact the Third Party Supplier directly.

5.10 Puzzle Technology shall not be responsible for any costs associated with the removal or re-installation of the Goods from or to any installation of the Goods. Puzzle Technology shall not be responsible for any costs associated with setting up the Goods and adjustment to any associated controls or programming required for a specific installation of the Goods.

5.11 Puzzle Technology shall not be liable for any failure of the Goods to comply with the Limited Warranty if:

5.11.1 the label bearing the serial number of the Goods has been removed or defaced or is unreadable for any reason;

5.11.2 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.4;

5.11.3 the defect arises because the Customer failed to follow Puzzle Technology’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

5.11.4 the Customer alters or repairs such Goods without the written consent of Puzzle Technology;

5.11.5 the defect arises as a result of (i) fair wear and tear; (ii) wilful damage; (iii) negligence; (iv) abnormal storage or working conditions; (v) exposure to excess moisture, heat, lightning strike, power surges, earthquakes, flood or other acts of nature; (vi) the use of replacement parts or consumables not authorised by Puzzle Technology or the manufacturer of the Goods; or (vii) the installation or removal of the Goods from any installation; or

5.11.6 the Goods differ from the Specification as a result of changes made to ensure they comply with Applicable Laws or regulatory requirements.

5.12 Where the Customer has independently appointed the carrier, damage resulting from carriage shall be addressed to that carrier. Where Puzzle Technology has arranged carriage, the Customer shall notify Puzzle Technology promptly of any shipping damage and shall retain the Goods and their packaging for inspection.

5.13 Except as provided in this clause 5, Puzzle Technology shall have no liability to the Customer in respect of the Goods’ failure to comply with the Limited Warranty set out in clause 5.1.

5.14 Where Puzzle Technology provides or arranges backup services in respect of Customer Data or the Customer’s systems, whether under the Quote or as a recurring service applied to the Customer’s account, Puzzle Technology’s obligation is limited to configuring and monitoring that service using reasonable skill and care and notifying the Customer of any material or persistent failure of which Puzzle Technology becomes aware. Backup services may be provided or facilitated by Third Party Suppliers and Puzzle Technology does not warrant that any backup will be complete, uncorrupted or recoverable. In the event of any loss, corruption or damage to Customer Data which does not result from Puzzle Technology’s own breach of the Agreement or negligence, the Customer’s sole and exclusive remedy against Puzzle Technology shall be for Puzzle Technology to use reasonable commercial endeavours to restore the affected data from the most recent usable backup held. Where such loss, corruption or damage does result from

Puzzle Technology’s own breach of the Agreement or negligence, the Customer’s remedies are not limited to restoration, and Puzzle Technology’s liability is limited in accordance with clause 13.4. Where no usable backup exists despite Puzzle Technology having complied with its obligations under this clause 5.14, including where a backup has failed, is incomplete or cannot be restored, Puzzle Technology shall have no liability arising solely from the absence of a usable backup. The Customer is responsible for satisfying itself that the backup and recovery provisions in place are adequate for its own requirements, and acknowledges that Puzzle Technology may recommend additional or alternative backup provision where appropriate to the Customer’s risk profile. Puzzle Technology shall not be responsible for loss, destruction, alteration or disclosure of Customer Data caused solely by a third party which is outside Puzzle Technology’s reasonable control, save to the extent that Puzzle Technology is responsible for that third party under the DP Schedule, Applicable Laws or another provision of the Agreement, or the loss results from Puzzle Technology’s own breach of the Agreement or negligence.

5.15 Where Puzzle Technology does not provide or arrange backup services in respect of particular Customer Data or systems, it has no responsibility for the backup, retention or recovery of that data or those systems. The Customer is responsible for satisfying itself as to which of its data and systems are covered by any backup service. Subject to the DP Schedule and Applicable Laws relating to personal data, where the Customer requires data held by a Third Party Supplier to be exported or delivered, that is a matter for that supplier, may not be available, and may be subject to that supplier’s own charges and timescales.

5.16 Where the Customer has entered into a support agreement addendum with Puzzle Technology which addresses backup services, the provisions of that addendum shall apply in place of clauses 5.14 and 5.15 in respect of the services it covers.

5.17 Where the Customer delivers, entrusts or provides Puzzle Technology with access to any equipment for repair, diagnosis, upgrade or other work, whether at the Customer’s premises, at Puzzle Technology’s premises or remotely, the Customer is responsible for ensuring that a current backup exists of all data held on that equipment. The Customer acknowledges that where equipment is already defective it may not be possible or reasonable to take a backup, and that the risk of data loss in such circumstances rests with the Customer. Puzzle Technology shall take reasonable care of any equipment in its possession but shall have no liability for any loss, corruption or inaccessibility of data held on it, whether arising from the fault or condition of the equipment, from the work undertaken, from the failure or absence of any backup, or otherwise, save to the extent that such loss, corruption or inaccessibility results from Puzzle Technology’s own breach of the Agreement or negligence. Where data recovery is required, Puzzle Technology may arrange it at the Customer’s request, and the cost of any such recovery, including the cost of any third party recovery service, shall be payable by the Customer.

5.18 Save as set out in this clause 5, to the fullest extent permitted by law, Puzzle Technology makes no express or implied warranty or representation concerning the Goods and therefore excludes all conditions, warranties and representations (express or implied), statutory or otherwise in respect of the Goods and any deliverable under the Agreement.

5.19 These Terms shall apply to any repaired or replacement Goods supplied by Puzzle Technology.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer either when its agent collects from Puzzle Technology’s warehouse or when delivery of the Goods is deemed complete in accordance with clause 4.2 (whichever is earlier).

6.2 Title to the Hardware and any other tangible Goods shall not pass to the Customer until Puzzle Technology has received payment in full (in cash or cleared funds) for the Goods. Until title passes in accordance with this clause 6.2 the Customer shall hold the Goods as bailee of Puzzle Technology and must keep the Goods free from any charge, lien or other encumbrance. Puzzle Technology shall be entitled at any time either to require the Customer to deliver the Goods to Puzzle Technology or allow Puzzle Technology (with or without prior notice) to enter the premises where the Goods are stored and repossess the same. All charges incurred by Puzzle Technology in either respect shall be the Customer’s responsibility. If the Customer purports to sell the Goods before payment is made to Puzzle Technology the proceeds of the sale shall belong to Puzzle Technology until payment in full has been received by Puzzle Technology. For the avoidance of doubt, no title to Software passes to the Customer, and the Customer’s rights in Software are limited to the licence granted under clause 4.5 and to any applicable Third Party Supplier licence.

6.3 Following the transfer of title in the Goods to the Customer in accordance with the Agreement, the Customer shall (where applicable):

6.3.1 be responsible for financing the collection, treatment, recovery and environmentally sound disposal of all WEEE (as hereinafter defined) arising or deriving from the Goods; and all WEEE arising or deriving from goods placed on the market prior to 13 August 2005 where such goods are to be replaced by the Goods and the Goods are of an equivalent type or are fulfilling the same function as that of such goods;

6.3.2 comply with all additional obligations placed upon the Customer by the Waste Electrical and Electronic Equipment Regulations 2013 (the “WEEE Regulations”) by virtue of the Customer accepting the responsibility set out in clause 6.3.1 above;

6.3.3 provide the Customer’s WEEE compliance scheme operator with such data, documents, information and other assistance as such compliance scheme operator may from time to time reasonably require to enable such compliance scheme operator to satisfy the obligations assumed by it as a result of the Customer’s membership of such scheme;

6.3.4 be responsible for and finance the secure disposal of data, documents and information in relation to all disposals under the WEEE Regulations;

6.3.5 be responsible for financing the collection, treatment, recovery and environmentally sound disposal of all other waste generated through, as a result of or in relation to installation of the Goods; and

6.3.6 be responsible for all costs and expenses arising from and relating to its obligations set out in this paragraph.

6.4 The terms used in clause 6.3 above shall have the meaning ascribed thereto in the WEEE Regulations.

7. Customer’s obligations

7.1 The Customer shall:

7.1.1 co-operate with Puzzle Technology in all matters relating to the Services;

7.1.2 provide Puzzle Technology, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Puzzle Technology to provide the Services;

7.1.3 provide Puzzle Technology with such Customer Data, information and materials as Puzzle Technology may reasonably require in order to supply the Services, and ensure that such information is up-to-date, complete and accurate in all respects;

7.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

7.1.5 grant to Puzzle Technology authority to enter into agreements and/or accept terms on behalf of and in the name of the Customer, where reasonably necessary for the sole purpose of providing the Goods and/or Services, and Puzzle Technology shall notify the Customer of any such agreement or terms which materially affect the Customer, save that Puzzle Technology shall obtain the Customer’s prior approval before accepting any terms which would impose on the Customer a new direct payment obligation, a minimum term, an automatic renewal, a material indemnity or liability, or a material data use term, in each case which is not already disclosed in the Quote;

7.1.6 comply with all applicable laws, including health and safety laws;

7.1.7 keep all materials, equipment, documents and other property of Puzzle Technology (the Puzzle Technology Property) at the Customer’s premises in safe custody at its own risk, maintain the Puzzle Technology Property in good condition until returned to Puzzle Technology, and not dispose of or use the Puzzle Technology Property other than in accordance with Puzzle Technology’s written instructions or authorisation; and

7.1.8 satisfy itself that the backup, continuity and disaster recovery arrangements in place are adequate for its own requirements, and maintain its own insurance in respect of business interruption and data loss.

7.2 If Puzzle Technology’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

7.2.1 without limiting or affecting any other right or remedy available to it, Puzzle Technology shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Puzzle Technology’s performance of any of its obligations;

7.2.2 Puzzle Technology shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Puzzle Technology’s failure or delay to perform any of its obligations as set out in this clause 7.2; and

7.2.3 the Customer shall reimburse Puzzle Technology on written demand for any costs or losses sustained or incurred by Puzzle Technology arising directly or indirectly from the Customer Default.

8. Price and payment

8.1 The price of the Goods and/or Services shall be the price set out in the Quote, or, if no price is quoted, on a time and materials basis at Puzzle Technology’s current rates at the date the Goods are delivered or the Services are performed.

8.2 Puzzle Technology may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

8.2.1 any factor beyond Puzzle Technology’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

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

8.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give Puzzle Technology adequate or accurate information or instructions.

8.3 Clause 8.2 does not apply to Services. All changes to the price of Services are governed exclusively by clause 8.11 and, in the case of Telecoms Services, by clauses 8.11.3, 8.11.6, 16.5 and 16.6.

8.4 Unless otherwise agreed in writing all prices for the Goods are quoted ex warehouse, inclusive of packing but exclusive of relevant taxes (including VAT) and delivery charges.

8.5 The Fees shall be paid by the Customer to Puzzle Technology upon submission of invoices by Puzzle Technology, submitted in accordance with the intervals and the timeframes set in the Quote or as notified to the Customer in writing from time to time, and in accordance with the payment terms set out in the invoice or, if no payment terms are included, in accordance with the following:

8.5.1 invoices issued on a recurring basis in accordance with the relevant Quote, or in respect of any recurring Service supplied under any other accepted Order or applied to the Customer’s account, shall be invoiced monthly in advance unless the Quote or Order provides otherwise, and

shall be paid by Direct Debit or automated payment method approved by Puzzle Technology by the due date specified in the invoice or any other date notified to the Customer in writing from time to time.

8.5.2 the Fees for any Services provided on a pay-as-you-go basis, and for any services provided by Puzzle Technology outside of the scope of a Quote, shall be invoiced by Puzzle Technology either, at Puzzle Technology’s option:

8.5.2.1 in advance of provision of the applicable Services, in which case the invoice shall be payable immediately on issue; or

8.5.2.2 upon completion of the relevant Service and shall be paid by the Customer within seven (7) days of the date of the relevant invoice;

8.5.3 the Fees for any one-off purchase of Hardware payable by a Customer who holds an account with Puzzle Technology shall be paid as follows, save that Puzzle Technology may in its discretion agree different terms in any particular case:

8.5.3.1 for Hardware with a total value of less than £1,000 excluding VAT, upon placement of an Order, subject to clause 8.5.3.3;

8.5.3.2 for Hardware with a total value of £1,000 or more excluding VAT, a deposit shall be payable upon placement of the Order in the amount specified in the Quote or, where no amount is specified, 50% of the total price of the Hardware stated in the Quote or otherwise agreed under the Order, together with the VAT attributable to that deposit. The balance shall be payable within seven (7) days after delivery of the Goods;

8.5.3.3 notwithstanding clause 8.5.3.1, for Hardware and related services provided at Puzzle Technology’s discretion without a Quote in response to a Customer emergency and with a total combined value not exceeding £500 excluding VAT, within seven (7) days of the date of the relevant invoice; and

8.5.4 the Fees for any Hardware payable by all other Customers shall be paid in full upon placement of an Order.

8.6 Except as stated above, unless another method has been expressly agreed with the Customer, all recurring Fees shall be paid by Direct Debit and all other Fees shall be paid by Direct Debit or by other automated payment methods approved by Puzzle Technology. The Customer shall on the Commencement Date complete and submit any Direct Debit mandate required under clause 8.7 and/or provide to Puzzle Technology valid, up-to-date and complete payment card details and any other relevant, up-to-date and complete contact and billing details and the Customer hereby authorises Puzzle Technology to bill such payment card on the date on which the Fees become due as set out in the Terms and in the invoice.

8.7 The Customer shall, on or before the Commencement Date, complete and submit a valid Direct Debit mandate in favour of Puzzle Technology, or such other automated payment method as Puzzle Technology may approve in writing, and shall maintain that mandate in force for the

duration of the Agreement. Puzzle Technology may in its sole discretion determine which automated payment methods are approved and may withdraw approval of any method on 30 days’ written notice. The Customer shall not cancel, suspend or permit the lapse of any such mandate without Puzzle Technology’s prior written consent.

8.8 The Fees quoted to the Customer are calculated on the basis of payment by Direct Debit or another automated payment method approved by Puzzle Technology under clause 8.7. Where permitted by Applicable Laws, and where any invoice is settled by any other method, Puzzle Technology shall be entitled to charge the Customer the reasonable additional cost incurred by Puzzle Technology in processing that payment, subject to a maximum of £15 plus VAT per invoice. No charge shall be made where Applicable Laws prohibit a charge in respect of the relevant payment method. Such charge shall be shown separately on the relevant invoice and shall be payable in addition to the Fees. No charge shall apply in respect of any invoice which is collected by Direct Debit or another approved automated payment method. Where a mandate is in place on the invoice date but is subsequently cancelled, suspended or allowed to lapse before the invoice is collected, the charge shall apply to that invoice.

8.9 If the Customer fails to make any payment due to Puzzle Technology under the Agreement by the due date for payment, then the Customer shall:

8.9.1 pay 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. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and

8.9.2 reimburse all reasonable costs and expenses (including legal costs) reasonably incurred by Puzzle Technology in the collection of any overdue amount.

8.10 The Customer shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding. Where the Customer is required by the law of any non-UK jurisdiction to make a withholding, the Customer shall pay to Puzzle Technology such sum as will, after the making of any withholding, leave Puzzle Technology with the same amount as it would have received had no withholding been made. Puzzle Technology may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Puzzle Technology to the Customer.

8.11 Puzzle Technology shall be entitled to increase the pricing for the Goods and/or Services as follows:

8.11.1 where the Quote or any applicable supplementary terms identify a Service other than a Telecoms Service as automatically renewing, the price of that Service may be increased by Puzzle Technology with effect from 1 April in any year by up to the percentage increase in the Retail Prices Index published by the Office for National Statistics for the month of January in that year, compared with January in the preceding year, treated as zero where that figure is zero or negative, plus four percentage points, without further notice to the Customer. Where the Retail Prices Index ceases to be published, is renamed, or its methodology is materially altered, Puzzle Technology

may, acting reasonably, substitute the closest reasonably equivalent published index, and shall notify the Customer of the substitution. No increase shall be applied under this clause before the first 1 April falling at least three months after the date on which the affected Service commenced. Any decision by Puzzle Technology not to apply an increase in any year shall not prevent it from applying an increase in any subsequent year, and shall not constitute a waiver of its rights under this clause. The Customer acknowledges that this increase forms part of the pricing agreed at the outset, is not a variation of the Agreement or of the Fees for the purposes of clause 15.5, and does not give rise to any right to terminate the Agreement or any Service, whether under clause 8.11.5.3, clause 15.5 or otherwise. Telecoms Services pricing is governed by clause 8.11.3;

8.11.2 where a recurring Service is not identified in the Quote or any applicable supplementary terms as automatically renewing, Puzzle Technology shall notify the Customer of the revised price no later than 7 days before the renewal date, or 30 days in the case of Telecoms Services, and the Customer may elect to renew that Service at the revised price or to allow it to terminate at the end of the then-current term;

8.11.3 in respect of Telecoms Services, by the amount and with effect from the date set out in the Quote, expressed in pounds and pence. Where the Quote does not specify such an amount, Puzzle Technology shall not increase the price of the Telecoms Services during any minimum term, but may do so thereafter in accordance with clause 8.11.5;

8.11.4 where any Services are supplied by a Third Party Supplier, Puzzle Technology may pass through to the Customer any increase in the charges levied by that Third Party Supplier which is directly attributable to the Services supplied to that Customer, in full, on 30 days’ written notice to the Customer. Where such an increase exceeds 25% of the price of the affected Service, the Customer may terminate that Service alone by written notice given within 30 days of Puzzle Technology’s notice, without early termination charge and notwithstanding any minimum term, such termination to take effect immediately before the increase would otherwise have taken effect. Price changes in respect of Goods before delivery are governed by clause 8.2, and do not give rise to any right to cancel an Order for Goods. Termination under this clause shall not affect any other Service provided under the Agreement. This clause is subject to clause 8.11.3 and to clause 15.14, and in respect of Telecoms Services the Customer’s rights under Applicable Laws and the Ofcom General Conditions apply in addition to and regardless of that threshold;

8.11.5 as Puzzle Technology may otherwise deem appropriate, subject to clauses 8.11.3 and 15.14, as follows:

8.11.5.1 where the price of an automatically renewing Service is to increase from the start of its next term, Puzzle Technology shall notify the Customer of the increase not less than 30 days before the last date on which the Customer may give notice under the Quote, any applicable supplementary terms or clause 8.12 to prevent that renewal;

8.11.5.2 where Puzzle Technology does not give the notice required by clause 8.11.5.1, that increase shall not take effect at the next renewal, and may instead take effect at a subsequent renewal following notice given in accordance with clause 8.11.5.1; and

8.11.5.3 where Puzzle Technology proposes an increase which is to take effect during a minimum term or the then-current term, Puzzle Technology shall give not less than 60 days’ written notice, and the Customer may terminate the affected Service by written notice given within 30 days after Puzzle Technology’s notice, without early termination charge and notwithstanding any minimum term or clause 11.6, such termination to take effect immediately before the increase would otherwise have taken effect, and shall not affect any other Service provided under the Agreement.

8.11.6 Nothing in clause 8.11.4 or 8.11.5 permits a price increase in respect of a Telecoms Service except to the extent permitted by clause 8.11.3 and Applicable Laws. Where any notice period in clause 8.11 or clause 16.6 applies to a Telecoms Service and Applicable Laws or the Ofcom General Conditions require a period of not less than one month, that period shall apply in place of any shorter period stated.

8.12 A Telecoms Service shall not renew into any further commitment period where Applicable Laws or the Ofcom General Conditions require the Customer’s express consent to that further period, unless Puzzle Technology has first obtained that consent. Where such consent has not been obtained, the Service shall continue after expiry of the then-current term without any further commitment period, on a rolling 30 day basis unless otherwise stated in the Quote or Order, terminable by either party on 30 days’ written notice or, where Applicable Laws or the Ofcom General Conditions require a shorter period for the Customer, on that shorter period. Subject to that, where the Quote or any applicable supplementary terms identify a Service as automatically renewing, that Service shall renew on expiry of the then-current term for the renewal period specified in the Quote or those supplementary terms or, where none is specified, for a further period of 12 months, unless either party gives written notice of termination not less than the notice period so specified, or where none is specified not less than 90 days, before the end of the then-current term. Clause 11.6 does not apply to Services identified as automatically renewing. Where a recurring Service is not so identified, that Service shall terminate on expiry of the then-current term unless the Customer renews it.

9. Intellectual property rights

9.1 Except as expressly provided herein or as may be agreed in writing between the parties from time to time, the Customer will not receive any rights by implication or otherwise in any Goods and/or Services received by them under the Agreement. Unless otherwise explicitly agreed in writing, Puzzle Technology will retain all Intellectual Property Rights it possesses with regard to any and all documents, design, process, manufacturing and other technologies used in or resulting from the development, provision or production of the Goods and/or Services.

9.2 The Customer shall not rebrand the Goods and/or Services or remove any copyright notices, confidential or proprietary legends or identification from the Goods and/or Services.

9.3 All documentation, network diagrams, configuration records, procedures and other materials created by Puzzle Technology in connection with the provision of the Goods and/or Services remain the property of Puzzle Technology. The Customer shall not be entitled to copies of such materials except where expressly provided in the Quote, save that on termination Puzzle Technology shall provide to the Customer, or to such incoming supplier as the Customer

nominates, such credentials, access details and configuration information as are reasonably necessary to operate the Customer’s own systems. Puzzle Technology’s obligation under this clause is conditional upon the Customer having paid all undisputed amounts then due under the Agreement at the date of the request, and upon the Customer agreeing to pay Puzzle Technology’s reasonable charges, at its then current rates, for compiling that information and for any assistance or consultancy provided in connection with the transition, save that no charge or condition shall apply to the provision of information reasonably necessary for the Customer to switch a Telecoms Service to another provider. For the avoidance of doubt, this clause governs Intellectual Property Rights in and access to the materials described, and does not of itself determine whether any particular information constitutes Customer Data.

10. Confidentiality

10.1 Each party undertakes that it shall not at any time during the term of the Agreement, and for a period of two years after termination or expiry of the Agreement, or in the case of information which constitutes a trade secret or proprietary technical, security or architectural information, for so long as that information remains confidential, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.

10.2 Each party may disclose the other party’s confidential information:

10.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and

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

10.2.3 to a law enforcement, regulatory or other competent authority where the disclosing party reasonably believes that disclosure is necessary for the prevention, detection or reporting of unlawful activity, provided that the disclosure is made in accordance with Applicable Laws.

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

11. Termination and suspension

11.1 Without limiting its other rights or remedies, Puzzle Technology may terminate the Agreement with immediate effect by giving notice to the Customer if:

11.1.1 the Customer commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of the Customer being notified in writing to do so;

11.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business, or, where the Customer is an individual, in connection with the Customer being made bankrupt, entering into an individual voluntary arrangement or any other composition or arrangement with creditors, or obtaining a debt relief order or moratorium, or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

11.1.3 the Customer fails to complete and submit a valid Direct Debit mandate or other approved automated payment method in accordance with clause 8.7, or cancels or permits the lapse of any such mandate, and fails to remedy that failure within 5 Business Days of written notice requiring it to do so, which failure the parties agree constitutes a material breach of the Agreement for the purposes of clause 11.1.1.

11.2 The Customer’s notice to terminate the Agreement or any Service, whether under clause 11.6 or otherwise, shall only be effective where it is given in writing by: (i) a director or the company secretary of the Customer as registered at Companies House, or where the Customer is not a company, a partner, proprietor or trustee; or (ii) a person whom the Customer has previously notified to Puzzle Technology in writing as being authorised to terminate the Agreement on its behalf. Puzzle Technology may require evidence of such authority, and where evidence is requested the notice shall not take effect until that evidence has been provided, with the notice period running from the date the evidence is received. Where notice is given by any other person, Puzzle Technology may in its sole discretion elect to treat that notice as valid. This clause is subject to clauses 15.14 and 16.8, and in relation to Telecoms Services shall not require any additional step, evidence or formality where Applicable Laws or the Ofcom General Conditions require Puzzle Technology to recognise a valid switching, porting or termination instruction without it.

11.3 Puzzle Technology may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any undisputed amount due under the Agreement on the due date for payment and does not remedy that failure within 5 Business Days of written notice requiring payment. Puzzle Technology’s right to suspend under clause 11.4 is not subject to that cure period.

11.4 Without limiting its other rights or remedies, Puzzle Technology may suspend provision of the Goods and/or Services under the Agreement or any other contract between the Customer and Puzzle Technology without liability to the Customer if:

11.4.1 the Customer becomes subject to any of the events listed in clause 11.1.2 or Puzzle Technology reasonably believes that the Customer is about to become subject to any of them;

11.4.2 the Customer fails to pay any undisputed amount due under the Agreement on the due date for payment, or, where the Customer disputes an invoice in good faith, fails to pay the undisputed portion of it by that date; or

11.4.3 the Customer fails to comply with clause 8.7 and fails to remedy that failure within 5 Business Days of written notice requiring it to do so.

11.4.4 In relation to Telecoms Services, Puzzle Technology shall exercise any right under clause

11.3 or this clause 11.4 to restrict, suspend, disconnect or terminate a Service for non-payment only in accordance with Applicable Laws and the Ofcom General Conditions, including any requirement to give due warning and to ensure that the measure taken is proportionate and not unduly discriminatory.

11.5 Without limiting its other rights or remedies, the Customer may terminate the Agreement, or the affected Service, with immediate effect by giving written notice to Puzzle Technology if:

11.5.1 Puzzle Technology commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of being notified in writing to do so; or

11.5.2 Puzzle Technology takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business, or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

11.6 Either party may terminate the Agreement, or any individual Service provided under it, on not less than 30 days’ written notice to the other, such notice to expire no earlier than the end of any applicable minimum term. Where the Quote specifies a minimum term or a longer notice period in respect of any Service, that term or period shall apply to that Service in place of the period set out in this clause.

11.7 On termination or expiry of the Agreement for any reason, or, in the case of clauses 11.7.1, 11.7.2, 11.7.3 and 11.7.5, on termination of an individual Service, in each case to the extent applicable to that Service:

11.7.1 All non-perpetual licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the applicable Software;

11.7.2 Puzzle Technology shall immediately cease to provide the Services;

11.7.3 the Customer shall immediately pay to Puzzle Technology all of Puzzle Technology’s outstanding unpaid invoices and interest;

11.7.4 Subject always to the DP Schedule and to Applicable Laws relating to personal data, Puzzle Technology shall destroy or otherwise dispose of any Customer Data which it holds on the Customer’s behalf, including any backup data, within 30 days of the effective date of termination. Where Customer Data comprises personal data which Puzzle Technology processes on behalf of the Customer, its return or deletion shall be governed by the DP Schedule and Applicable Laws, and nothing in this clause shall limit the Customer’s rights or Puzzle Technology’s obligations in respect of that data. In respect of other Customer Data, where Puzzle Technology receives a written request for its delivery no later than five (5) Business Days after the effective date of termination, Puzzle Technology shall use reasonable commercial endeavours to deliver it before disposal, provided that the Customer has at that time paid all undisputed amounts then due. The Customer shall pay all reasonable expenses incurred by Puzzle Technology in delivering or disposing of Customer Data. Where Customer Data is held by a Third Party Supplier rather than by Puzzle Technology, any retention, export or delivery of that data is a matter for that Third Party Supplier, may not be available, and may be subject to that supplier’s own charges and timescales. This clause does not apply to records maintained by Puzzle Technology for its own business purposes, including service records, tickets, correspondence, configuration records, call recordings and accounting records, which are retained in accordance with Puzzle Technology’s retention policy as referred to in clause 15.1; and

11.7.5 each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party.

11.8 Termination of the Agreement shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Agreement that existed at or before the date of termination.

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

12. Indemnity

12.1 The Customer shall indemnify Puzzle Technology against all liabilities, costs, expenses, damages and losses (including all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Puzzle Technology arising out of or in connection with:

12.1.1 Puzzle Technology acting on the instructions or specifications of the Customer, save to the extent that the loss arises from Puzzle Technology’s own negligence or breach of the Agreement;

12.1.2 any claim that the Customer Data, or Puzzle Technology’s use of it in accordance with the Agreement, infringes the Intellectual Property Rights or other rights of any third party;

12.1.3 the Customer’s breach of clause 3.3 (export control), clause 7.1.4 (licences, permissions and consents) or clause 7.1.6 (compliance with applicable laws).

13. Limitation of liability

13.1 Nothing in these Terms shall exclude or limit Puzzle Technology’s liability for:

13.1.1 fraud or fraudulent misrepresentation;

13.1.2 death or personal injury caused by negligence; or

13.1.3 any other liability that, by law, cannot be excluded or limited.

13.2 Subject always to clause 13.1, Puzzle Technology shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, for:

13.2.1 any loss of profits; loss of business; loss of revenue; loss of contract; loss or depletion of goodwill and/or business opportunity; loss of anticipated earnings or savings or like loss; wasted expenditure; wasted management, operational or other time;

13.2.2 loss or corruption of data or information, save to the extent that liability for such loss or corruption is expressly preserved by any other provision of the Agreement, including clauses 5.14 and 5.17, in which case such liability is limited in accordance with clause 13.4; or

13.2.3 any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement.

13.3 Subject always to clause 13.1, Puzzle Technology shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, for any loss or damages arising from or in connection with:

13.3.1 The actions or omissions of the Customer (or any third party acting on behalf of the Customer); or

13.3.2 any matter in respect of which Puzzle Technology has given the Customer a specific recommendation or warning, whether given verbally, by email, in a report, in writing or otherwise, where the Customer has not implemented that recommendation or acted on that warning, to the extent that the loss or damage arises from the Customer’s failure to do so.

13.4 Subject always to clause 13.1, Puzzle Technology’s liability in contract, tort (including negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited as follows:

13.4.1 in respect of Goods, 100% of the price paid or payable for the affected Goods under the relevant Order where the liability arises in respect of such Goods;

13.4.2 in respect of Services, the greater of (a) £5,000 and (b) 100% of the fees paid by the Customer for the affected Service in the 12 months immediately preceding the claim; and

13.4.3 in any event, Puzzle Technology’s total aggregate liability arising in connection with the Agreement in any rolling period of 12 consecutive months, calculated by reference to the date on which the event giving rise to the relevant liability first occurred, shall not exceed £25,000.

14. Force majeure

14.1 Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including Denial of Service attacks, strikes, lock-outs or other

industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, traffic congestion, acts of God, war, terrorism, riot, civil commotion, government, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, pandemics, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors (each a “Force Majeure Event”).

15. General

15.1 The parties shall comply with their obligations set out in the DP Schedule. Puzzle Technology retains records and data in accordance with its retention policy. For more detail, please contact us for a copy of our complete retention policy quoting document reference 10190 — Puzzle Technology — Retention Policy. That policy is subject to its own version control, and Puzzle Technology shall on request provide the version in force at any relevant date.

15.2 A waiver of any right under the 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. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.

15.3 If any provision of the Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15.4 This Agreement and any documents referred to in it constitute the whole agreement between the parties and supersede any previous arrangement, understanding or contract between them relating to the subject matter of the Agreement. Each party acknowledges that, in entering into the Agreement and the documents referred to in it, it does not rely on any statement, representation (whether innocent or negligent), assurance or warranty of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement or those documents. Nothing in the Agreement shall limit or exclude any liability for fraud.

15.5 Puzzle Technology may amend these Terms on not less than 45 days’ written notice to the Customer, such notice to specify where the amended Terms may be viewed and the date on which they take effect. Where an amendment materially and adversely affects the Customer, the Customer may terminate the Agreement, without early termination charge and notwithstanding any minimum term or clause 11.6, by written notice given within 30 days of Puzzle Technology’s notice, such termination to take effect on the date the amended Terms would otherwise have taken effect. Where no such notice is given within that period, or where the amendment does not materially and adversely affect the Customer, continued receipt of the Goods and/or Services shall constitute acceptance of the amended Terms. Save as provided in this clause, no other

amendment or variation of the Agreement shall be effective unless in writing and signed by a duly authorised representative of each of the parties.

15.6 Neither party may assign, transfer or charge its rights or obligations under the Agreement without the written consent of the other. Puzzle Technology may subcontract the performance of any of its obligations under the Agreement, in whole or in part, provided that it shall remain responsible to the Customer for the performance of those obligations to the extent required by the Agreement and Applicable Laws. The Customer may not subcontract its obligations without Puzzle Technology’s written consent.

15.7 Except as expressly provided in clause 7.1.5, nothing in the Agreement is intended to, or shall be deemed to, establish any partnership, agency or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

15.8 This Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

15.9 The Customer may, by written notice to Puzzle Technology, grant Puzzle Technology a worldwide, royalty-free, non-exclusive licence to use its company logo and name for the purposes of identifying the Customer as a customer of Puzzle Technology, including on Puzzle Technology’s website and in marketing materials and presentations. Such permission shall be given at the Customer’s discretion, may be withdrawn at any time on written notice, and nothing in this Agreement shall oblige the Customer to grant it or entitle Puzzle Technology to use the Customer’s logo or name without it. All media releases, public announcements and public disclosures by the Customer relating to the Agreement or its subject matter shall be approved in writing by Puzzle Technology prior to release. Nothing in this clause restricts the Customer from making a complaint, giving an honest review of the Goods or Services, communicating with a regulator, law enforcement body, alternative dispute resolution provider or professional adviser, exercising a legal right, or making any disclosure which is protected or required by law.

15.10 Any notice under the Agreement must be in writing and must be:

15.10.1 delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Agreement or such other address as may have been notified by that party for such purposes; or

15.10.2 sent by e-mail to:

15.10.2.1 cs@puzzletech.co.uk (in the case of Puzzle Technology);

15.10.2.2 the email address specified in the Quote for contractual notices or, where none is specified, the Customer’s principal billing or contractual contact most recently notified to Puzzle Technology.

15.11 A notice shall be deemed received:

15.11.1 if delivered by hand at the time the notice is left at the proper address (or if delivery is not in normal Business Hours, at 9 am on the first Business Day following delivery);

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

15.11.3 if sent by email, at the time of transmission to the applicable email address, provided that no automated notice of non-delivery or rejection is received by the sender by the end of the next Business Day (or if transmission does not occur during normal Business Hours, at 9 am on the first Business Day following transmission).

15.12 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with the Agreement, its subject matter or its formation (including non-contractual disputes or claims).

15.13 Puzzle Technology maintains a Telecoms Complaints Code of Practice in respect of its Telecoms Services, available at puzzletech.co.uk/telecoms-complaints-code, which sets out how the Customer may complain and, where the Customer is eligible under Applicable Laws and the applicable scheme, the Customer’s right to refer an unresolved complaint to alternative dispute resolution.

15.14 To the extent that any provision of the Agreement conflicts with a mandatory right or obligation applying to Telecoms Services under the Communications Act 2003, the Ofcom General Conditions of Entitlement or any other Applicable Laws, that mandatory right or obligation shall prevail. In particular, in respect of Telecoms Services, clauses 8.11, 8.12, 11.2 and 15.5 are subject to any greater notice, information, consent or termination rights which the Customer has under Applicable Laws or the Ofcom General Conditions.

16. Telecoms services

16.1 The Customer shall pay for all calls and other charges originating from or incurred in connection with the Services, whether or not made, authorised or knowingly incurred by the Customer, including charges arising from unauthorised access to, or misuse or misconfiguration of, the Customer’s telephone system, extensions, credentials, network or equipment. This obligation applies regardless of the cause of such access or misuse, save to the extent that it was caused by Puzzle Technology’s negligence or breach of the Agreement, including any compromise of credentials or of a platform controlled by Puzzle Technology or its subcontractors.

16.2 Except where the Quote or an applicable SLA expressly provides otherwise, Puzzle Technology is under no obligation to monitor the Customer’s usage of the Services for fraudulent, unauthorised or abnormal activity. Where any usage limit, alert or fraud monitoring is provided, whether by Puzzle Technology or a Third Party Supplier, the Customer acknowledges that: (a) such facilities are provided on a reasonable endeavours basis and do not guarantee detection or

prevention; (b) usage is generally measured only on completion of a call, so that charges arising from a call of extended duration may not be detected until that call has ended; and (c) except where the Quote or an applicable SLA expressly provides otherwise, Puzzle Technology will act on alerts only during Business Hours. Except where the Quote or an applicable SLA expressly provides otherwise, and save to the extent that the loss results from Puzzle Technology’s breach of the Agreement or negligence, Puzzle Technology shall have no liability for any failure to detect, prevent or act upon fraudulent or unauthorised usage.

16.3 The Customer is responsible for the security of its telephone system, extensions, credentials, network and equipment, including applying security updates, using strong credentials and restricting access. Network level barring of call destinations is not available on all of Puzzle Technology’s carriers and Puzzle Technology does not warrant that it can be provided; where it is available and technically workable, Puzzle Technology may offer it on request. Where technically possible, Puzzle Technology may instead configure the Customer’s telephone system to permit calls only to specified destinations, but the Customer acknowledges that such configuration is applied at the level of the telephone system and not the SIP trunk, that the SIP trunk permits calls to any destination, and that where the telephone system is compromised, misconfigured or bypassed, or where credentials are disclosed or obtained by a third party, calls may be made to any destination notwithstanding any such configuration.

16.4 The Services depend on the Customer’s power supply, internet connection, local network and equipment. In the case of mobile handsets and softphone applications on mobile or computer devices, the Services further depend on adequate 4G or 5G mobile coverage or Wi-Fi connectivity at the location of use. Except as expressly provided in the Quote or any applicable SLA, Puzzle Technology gives no warranty as to the availability or quality of the Services, and shall have no liability in respect of any failure, degradation or interruption of the Services, to the extent that it results from a dependency which is outside Puzzle Technology’s reasonable control or which Puzzle Technology has not contracted to provide under the applicable Quote.

16.5 Where the Quote includes a bundled allowance of call minutes or other usage, that allowance applies only to the destinations specified in the Quote. Usage beyond the allowance, and usage to destinations outside it, shall be charged at Puzzle Technology’s usage rates applicable at the time the call is made or the usage is incurred. Those rates are derived from the rates charged to Puzzle Technology by the relevant Third Party Supplier together with Puzzle Technology’s margin, vary by destination and are subject to change by that supplier. Puzzle Technology shall provide the rate for any particular destination on request, shall on request provide a rate card for the Customer, and shall provide such information about usage charges as Applicable Laws or the Ofcom General Conditions require. Where the Customer identifies destinations which it expects to call regularly, Puzzle Technology may agree preferential rates for those destinations, which shall then apply in place of its standard usage rates for those destinations until varied by agreement.

16.6 Subject to Applicable Laws and the Ofcom General Conditions, including any requirement to give not less than one month’s notice of a contractual modification and to confer a corresponding right to terminate, Puzzle Technology may vary the usage rates referred to in clause 16.5 to reflect changes in the rates charged to it by a Third Party Supplier, and shall notify the Customer of any material change affecting destinations the Customer regularly uses. This clause does not permit Puzzle Technology to vary any preferential rate agreed under clause 16.5 otherwise than by agreement with the Customer. Usage rates are charges payable only where the Customer uses additional services or facilities, and are not part of the recurring price of the Services for the purposes of clause 8.11.3. Where a variation under this clause constitutes a contractual modification for the purposes of Applicable Laws or the Ofcom General Conditions, the Customer shall have the notice and termination rights conferred by them, and clause 15.14 applies. Allowances are not transferable between Services or billing periods unless the Quote expressly provides otherwise.

16.7 The Customer shall not present, or permit any user to present, any calling line identity that it is not entitled to use. The Customer shall ensure that any calling line identity presented is a valid, dialable number which the Customer is authorised to use and which enables the recipient to return the call. The Customer shall indemnify Puzzle Technology against any liability arising from breach of this clause.

16.8 Puzzle Technology shall port the Customer’s telephone numbers to the Customer’s incoming provider in accordance with applicable industry processes. Puzzle Technology may decline or delay a porting request where it has reasonable grounds to question the authenticity or authority of the request, and shall notify the Customer promptly where it does so. A porting request does not constitute notice to terminate and does not of itself terminate any Service. Puzzle Technology shall not apply any charge to the Customer in respect of number portability. Where a Service terminates automatically on completion of a migration in accordance with Applicable Laws or the Ofcom General Conditions, it shall so terminate. Subject to clause 15.14 and to any restriction on charging which applies under Applicable Laws or the Ofcom General Conditions following a migration, the Customer shall remain liable for all Fees accrued to the date of termination and for any early termination charge lawfully payable under the Quote.

16.9 The Customer acknowledges that access to emergency services via the Services depends on the Customer’s power supply and internet connection and may be affected or unavailable following a loss of either. The Customer shall provide and keep updated the location details for each number, and shall provide such information and assistance as Puzzle Technology reasonably requires to enable Puzzle Technology to comply with its own obligations in relation to access to emergency organisations. The Customer shall ensure that all users are aware of these limitations and have an alternative means of contacting the emergency services. Nothing in this clause limits any obligation which Puzzle Technology is required to perform under Applicable Laws or the Ofcom General Conditions in relation to access to emergency organisations.

16.10 Subject to the DP Schedule and Applicable Laws relating to personal data, Telecoms Services, and any call recordings, call detail records, voicemail messages, telephone system configuration and other data held on or in connection with them, may be hosted on systems operated by Third Party Suppliers rather than by Puzzle Technology, and the retention, availability and export of such data is subject to those systems and to the arrangements applying to them. The Customer acknowledges that on termination of a Telecoms Service, including automatic termination on completion of a migration to another provider, the Third Party Supplier may delete or render inaccessible all such data immediately and irreversibly, that this may occur without notice to Puzzle Technology or to the Customer, and that Puzzle Technology’s control over whether, when and for how long such data is retained may be limited by the relevant Third Party Supplier and platform. Puzzle Technology is under no obligation to retain, export, recover or provide any such data, is unable to do so where the data is no longer available to it, and shall have no liability for its loss. The Customer is responsible for exporting or otherwise retaining before termination any such data which it requires, including any data it is required to retain by Applicable Laws or by any regulatory requirement applying to it, and for ensuring that it does so before submitting any migration or porting request. Where the Customer requests Puzzle Technology’s assistance in exporting such data in advance of termination, and Puzzle Technology is able to provide it, Puzzle Technology may charge for that assistance at its then current rates. Nothing in this clause excludes or restricts any obligation of Puzzle Technology under the DP Schedule or Applicable Laws in respect of personal data.

17. IT support services

17.1 This clause 17 applies where the Quote includes, or an Order otherwise covers, IT support, maintenance, monitoring, guidance or troubleshooting services (“Support Services”), whether or not the Customer has entered into a Support Services Schedule with Puzzle Technology. Where the Customer has entered into a Support Services Schedule, that Schedule shall prevail over this clause 17 or any other provision of these Terms only to the extent that the Schedule expressly states that it applies in place of that provision.

17.2 Unless the Quote, Order or Support Services Schedule expressly provides that Support Services are to be provided on a remote basis only, Support Services comprise both remote support and attendance at the Customer’s premises where Puzzle Technology reasonably considers attendance necessary. Whether attendance is necessary is determined by Puzzle Technology acting reasonably, and the Customer is not entitled to require attendance at its premises in respect of any particular Support Request. Support Services are provided during Business Hours. Unless the Quote, Order or Support Services Schedule provides otherwise, attendance at the Customer’s premises is included in the Fees and is not separately chargeable, subject to clauses 17.7 and 17.8 and to the Customer’s premises being at the location stated in the Quote or Order. Support Services provided outside Business Hours are provided at Puzzle Technology’s discretion and are subject to additional charges at Puzzle Technology’s then current rates. Puzzle Technology shall notify the Customer of any such charges before providing the relevant Support Services, save in the case of an emergency.

17.3 Puzzle Technology shall use reasonable skill and care in providing the Support Services but does not warrant that it will be able to fix, remedy or resolve any particular issue reported to it. Nothing in the Agreement constitutes a warranty as to the availability, response time or resolution time of the Support Services unless a service level is expressly specified in the Quote or in a Support Services Schedule.

17.4 Unless otherwise stated in the Quote or in a Support Services Schedule, in relation to third party software, products or services used by or supplied to the Customer:

17.4.1 Puzzle Technology’s obligation is limited to providing first-line support;

17.4.2 any service level agreed by Puzzle Technology is subject to, and limited by, the acts and omissions of the relevant Third Party Supplier and that supplier’s own service levels, to the extent that performance of that service level depends on the Third Party Supplier; and

17.4.3 such products remain subject to the third party’s own licensing and support terms, which Puzzle Technology does not control, and Puzzle Technology does not assume the obligations of that third party except as expressly stated in the Agreement.

17.5 Puzzle Technology may require that particular third party software is installed on the Customer’s systems, at the Customer’s expense, to enable remote access, monitoring, reporting or remediation. The Customer shall keep such software installed and functioning on all systems in respect of which it wishes to receive Support Services.

17.6 The Customer shall:

17.6.1 ensure that access to its systems is granted only to authorised users who require it, and promptly notify Puzzle Technology of any user whose access should be removed;

17.6.2 not disclose any server or network device credentials to any person other than Puzzle Technology or a person authorised by the Customer who requires them, manage privileged access securely, and notify Puzzle Technology where credentials to systems supported by Puzzle Technology are provided to any other supplier;

17.6.3 not use, or permit any user to use, unlicensed, incorrectly licensed, counterfeit or illegal software or files;

17.6.4 maintain appropriate physical and information security, implement adequate security protocols for its staff and users, and use reasonable endeavours to ensure compliance with them;

17.6.5 keep its equipment in good working order, with an appropriate power supply and operating environment, and where reasonably practicable covered by a manufacturer’s warranty;

17.6.6 keep software reasonably up to date and install patches, hotfixes and updates in accordance with Puzzle Technology’s reasonable instructions and the relevant vendor’s supported configuration, except where patching or update management is a Service which Puzzle Technology has agreed to perform under the Quote;

17.6.7 where not provided by Puzzle Technology, procure and maintain security and anti-virus software from a reputable vendor;

17.6.8 promptly report all issues in respect of which it wishes to receive Support Services, and not attempt to fix any identified issue except on Puzzle Technology’s express instructions;

17.6.9 provide all information, assistance and co-operation reasonably requested by Puzzle Technology; and

17.6.10 subject to the DP Schedule and Applicable Laws relating to personal data, provide Puzzle Technology with details of the individual authorised to bind the Customer on matters relating to the Support Services, and of the individual authorised to approve the destruction of Customer Data. Where the Customer does not provide details of an individual authorised to approve the destruction of Customer Data, Puzzle Technology shall not destroy Customer Data without the written authority of a director, company secretary, partner, proprietor or trustee of the Customer. This clause applies wherever Puzzle Technology is asked to destroy Customer Data while the Customer remains a customer of Puzzle Technology, including on the termination or decommissioning of an individual Service. It does not apply to disposal of Customer Data on termination or expiry of the Agreement as a whole, which is governed by clause 11.7.4, nor to records retained by Puzzle Technology in accordance with its retention policy as referred to in clause 15.1, nor so as to invalidate any valid documented instruction given under the DP Schedule. Where the Customer does not provide details of an individual authorised to bind it on matters relating to the Support Services, Puzzle Technology may treat the person who placed the Order as so authorised; and

17.6.11 acknowledge that an instruction to reduce, remove or reassign software licences or subscriptions may result in the loss of data, mailboxes or other content associated with those licences, and that such an instruction constitutes the Customer’s authority for that loss. Puzzle Technology shall have no liability for any data lost as a direct or inherent consequence of such an instruction properly implemented by Puzzle Technology, whether or not the specific account or data affected was identified at the time. This clause does not exclude liability for data lost as a result of Puzzle Technology implementing an instruction incorrectly.

The obligations in this clause 17.6 are the “Dependencies”.

17.7 Puzzle Technology may refuse to provide Support Services where the Dependencies are not met, and may invoice the Customer at its then current rates for any time spent curing, remediating or fixing the consequences of a failure to meet them.

17.8 Where Puzzle Technology reasonably considers that the Customer’s use of the Support Services is materially excessive or unreasonable having regard to their scope, nature and Fees, or that a request arises from a recurring issue which remains unresolved because the Customer has not followed Puzzle Technology’s reasonable instructions, implemented its recommendations, or invested in its hardware or infrastructure, Puzzle Technology may notify the Customer of the relevant usage or issue and of the steps reasonably required to address it. Where the Customer does not take those steps within a reasonable period, or where the usage is so excessive that immediate action is reasonably required, Puzzle Technology may charge for the excess work at its then current rates or refuse the affected request.

17.9 Puzzle Technology shall have no responsibility for dealing with, and no liability in respect of, any issue arising from:

17.9.1 interruption to the Customer’s internet connection or to the flow of data to or from the internet, except to the extent that the affected connection is itself a Service which Puzzle Technology has agreed to provide;

17.9.2 the Customer’s physical infrastructure, power supply or the environmental conditions at its premises;

17.9.3 customisations made by the Customer to third party software, or any bespoke or proprietary software produced by or for the Customer;

17.9.4 any security breach caused by the Customer’s staff or permitted users failing to follow security protocols;

17.9.5 any failure, error, outage or loss of data occasioned by the Customer’s own equipment;

17.9.6 changes, updates or repairs made by a Third Party Supplier to the networks or software used by Puzzle Technology to provide the Support Services, or any other such event outside Puzzle Technology’s reasonable control, subject to Puzzle Technology striving to minimise resulting interruption; or

17.9.7 any act or omission of the Customer, or any failure by the Customer to comply with the Agreement.

17.10 Where Puzzle Technology provides equipment sited at the Customer’s premises in connection with the Support Services, whether temporarily or permanently, that equipment remains Puzzle Technology’s property and the Customer shall reimburse Puzzle Technology for all reasonable repair, restoration or replacement costs arising from damage to or destruction of it, beyond fair wear and tear.

17.11 Where Puzzle Technology reasonably considers that any use of the Support Services represents or suggests unlawful activity by the Customer, it shall be entitled to report that activity to the relevant regulator or authority in accordance with clause 10.2.3.

Version control

Approved by robert.childs@puzzletech.co.uk on 23 Sept 2026.

Version	Status	Actions	Action by	Date
1.0	Draft	Initial version. Edited in-app	robert.childs@puzzletech.co.uk	21 Sept 2026
6	Draft	V1-5 Pre ISMS Stored Locally if required. V6 Initial Release for 01/11/2026 Uploaded	robert.childs@puzzletech.co.uk	23 Sept 2026
6	Approved	Reviewed and approved at version 6. Reviewed	robert.childs@puzzletech.co.uk	23 Sept 2026