Platform Terms and Conditions

Platform Terms and Conditions : – Gift and Go

means IRTECHNOLOGY LIMITED and including any of its subsidiary and or holding and or group companies from time to time (as the same are defined in the UK Companies Act 2006) (Supplier)

means the persons or entities whom have access to the Platform (as defined below) from time to time (Customer)

• Confidential Information: in relation to the Supplier means as defined in 5.1.
• Intellectual Property Rights: means any and all rights in and to, arising out of (whether arising under statutory or common law, contract or otherwise), or associated with any of the following in any jurisdiction throughout the world: (a) works of authorship including, without limitation, exploitation rights, copyrights, derivative works, compilations, rights to data and databases, moral rights, artist’s rights and mask works, (b) trademark, service mark and trade name rights, rights in domain names and social media handles and accounts, and all associated goodwill, (c) trade secret rights, (d) patents, patent applications, continuations, continuations-in-part, divisionals, reissues, re-exams and all related counterparts along with any designs, algorithms and other intellectual and industrial property and proprietary rights of every kind and nature throughout the world, whether arising by operation of law, contract, license or otherwise, (e) inventions (whether patentable or not) and whether or not reduced to practice and all improvements thereto, (f) know-how, (g) all registrations, applications, renewals, extensions, restorations and combinations of the foregoing, regardless of whether any of such rights arise under the laws of the United States or any other state, country or jurisdiction, (h) rights of publicity, image and likeness, (i) the right to sue for infringement and other remedies against past, present and future infringements and misappropriations of any of the foregoing, and (j) all rights to the enforcement and protection of interests in the foregoing under the laws of all jurisdictions.
• Platform: means the proprietary platform of the Supplier known as “Gift and Go” or such part of it, as the same may be amended and or varied from time to time.

These terms and conditions are accepted immediately by the Customer, upon each and every time it uses, accesses, or otherwise utilizes the Platform and shall apply hereafter.

The Supplier is entitled to amend, update, and or vary these terms and conditions at any time without notice to the Customer and shall send such updated amended or varied terms.

1. The Platform
   • Subject to the Customer complying with the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Customer to use and or access the Platform from time to time solely for the purpose to which the Supplier has communicated, in writing, to the Customer.
   • In return for such use of and access to, the Platform, the Customer undertakes that:
     • it shall maintain a written, up to date list of current users whom have access to the Platform, and provide such list to the Supplier within 48 hours of the Supplier’s written request at any time or times;
     • it shall permit the Supplier or the Supplier’s designated auditor to audit the Platform and Customer’s use of such, in order to establish the name and password of each user and the Customer’s data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
     • it shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Platform that:-
       • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
       • facilitates illegal activity;
       • depicts sexually explicit images;
       • promotes unlawful violence;
       • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
       • is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material and or the Platform that breaches the provisions of this clause or otherwise is in breach actual or suspected hereunder.

• The Customer shall not:
  • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
    • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the documents and or materials which embody the Platform from time to time, (as applicable) in any form or media or by any means; or

• attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the documents and or materials which embody the Platform from time to time, (as applicable);

• access all or any part of the documents and or materials which embody the Platform from time to time, (as applicable) in order to build a product or service which competes or might reasonably be expected to compete with the Platform; or
• use the documents and or materials which embody the Platform from time to time, (as applicable) to provide services to third parties; or
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise, the documents and or materials which embody the Platform from time to time, (as applicable), or
• attempt to obtain, or assist third parties in obtaining, access to the documents and or materials which embody the Platform from time to time, (as applicable); or
• introduce or permit the introduction of, any virus or vulnerability into the Platform and or the Supplier’s network and information systems.

• The Customer must prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify the Supplier.
• The rights provided under this agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

2. Third party providers
   • The Customer acknowledges that the Platform may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier.
   • The Supplier recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
3. Customer’s obligations
   • The Customer shall:
     • provide the Supplier with:
       • all necessary co-operation in relation to this agreement; and
       • all necessary access to such information as may be required by the Supplier;

in order to provide and audit the use of the Platform, including but not limited to data of the customer, and security access information and configuration services;

• without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
• carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust terminate and or suspend use of the Platform;
• ensure that any of its users, use the documents and or materials which embody the Platform from time to time, (as applicable) in accordance with the terms and conditions of this agreement and shall be responsible for any of their such breach of this agreement;
• obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the availability of the Platform;
• ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
• be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

4. Intellectual Property Rights
   • The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the documents and or materials which embody the Platform from time to time, (as applicable) and the Platform itself. The Customer shall do all such things, including the signing of documents, to give effect to the spirit and intention of this clause, and the entirety of this agreement regardless.
   • Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the documents and or materials which embody the Platform from time to time, (as applicable).
5. Confidentiality and other restrictions
   • Confidential Information means all confidential information (however recorded or preserved) disclosed or otherwise made available, by Supplier or its Representatives (as defined below) to the Customer and or its affiliates and its or their Representatives whether before or after the date of this agreement in connection with, but not limited to, the Platform, and including but not limited to:
     • the existence and terms of this agreement or any agreement entered into in connection with this agreement;
     • any information that would be regarded as confidential by a reasonable business person relating to:
       • the business, assets, affairs, customers, clients, suppliers, personnel, or plans, intentions, or market opportunities of the Supplier (or of any member of the group of companies to which the Supplier belongs); and
       • the operations, processes, product information, know-how, designs, trade secrets or software of the Supplier (or of any member of the group of companies to which the Supplier belongs);
     • any information developed by the parties in the course of carrying out this agreement and the parties agree that details of the documents and or materials which embody the Platform from time to time, (as applicable), and the results of any performance tests of such, shall constitute the Confidential Information of the Supplier.

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers of itself and any company in the same group.

• The provisions of this clause shall not apply to any Confidential Information that:
  • is or becomes generally available to the public (other than as a result of its disclosure by the Customer or its Representatives in breach of this clause);
  • was available to the Customer on a non-confidential basis before disclosure by the Supplier;

• was, is or becomes available to the Customer on a non-confidential basis from a person who, to the Customer’s knowledge, is not bound by a confidentiality agreement with the Supplier, or otherwise prohibited from disclosing the information to the Customer.

• The Customer shall keep the Confidential Information of the Supplier, secret and confidential and shall not:
  • use such Confidential Information for any purpose, except for the purpose of using and accessing the Platform in accordance with the written instructions of the Supplier which are issued from time to time (Permitted Purpose); or
  • disclose such Confidential Information of the Supplier in whole or in part to any third party, except as expressly permitted by this clause.
• The Customer may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, any relevant securities exchanges) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Supplier as much notice of such disclosure as possible.
• The Supplier hereby reserves all rights in its Confidential Information. No rights or obligations in respect of the Supplier’s Confidential Information other than those expressly stated in this agreement are granted to the Customer or to be implied from this agreement.
• At any time upon request from the Supplier, the Customer shall:
  • destroy or return to the Supplier all documents and materials (and any copies) containing, reflecting, incorporating or based on the Supplier’s Confidential Information;
  • erase all of the Supplier’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties; and
  • certify in writing to the Supplier that it has complied with the requirements of this clause, and this agreement in its totality.
• The Customer hereby acknowledges the value and goodwill which the Supplier has amassed in respect of the proprietary Platform of the Supplier. It is therefore acknowledged and agreed by the Customer, that, during its period of usage of the Platform, and for a further then period of 36 months after its last usage of the Platform, it shall not solicit, entice, attempt to solicit or entice, contact, approach or otherwise contract with any of the following persons or entities: –
  • Direct or indirect customers (actual or potential) of the Supplier;
  • Direct or indirect suppliers of the Supplier;
  • Service personnel (direct or indirect) of the Supplier,

in each case provided the Customer had access to, or reasonable awareness and or knowledge of, those restricted persons so listed above (a) through (c) inclusive.

• The above provisions of this clause shall continue indefinitely. The restrictions and obligations placed on the Customer hereunder shall apply to actions direct and indirect, and whether alone, jointly, or via another. An obligation to ensure something is not done, is also an obligation to ensure that others, likewise, do not.

6. Indemnity

The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the documents and or materials which embody the Platform from time to time, (as applicable) or otherwise any such breach by the Customer of this agreement.

7. Limitation of liability
   • Except as expressly and specifically provided in this agreement:
     • the Customer assumes sole responsibility for results obtained from the use of the Platform by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any of the Platform usage, or those documents and or materials which embody it;
     • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded by the Supplier from this agreement; and
     • the Platform and or the documents and materials which embody it, are provided to the Customer on an “as is” basis.
   • Nothing in this agreement excludes the liability of the Supplier:
     • for death or personal injury caused by the Supplier’s negligence; or
     • for fraud or fraudulent misrepresentation.
   • Subject to clause 1 and clause 7.2:
     • the Supplier shall have no liability for any:
       • loss of profits,
       • loss of business,
       • wasted expenditure,
       • depletion of goodwill and/or similar losses,
       • loss or corruption of data or information, or
       • any special, indirect or consequential loss, costs, damages, charges or expenses; and
     • the Supplier’s total aggregate liability to the Customer, in respect of all breaches of duty and or this agreement, occurring at any time and in the aggregate shall not exceed the cap of $100,000.00. This applies to all claims in the singular and in the cumulative aggregate.
   • References to liability in this clause, include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8. Term and termination
   • This agreement shall, unless otherwise terminated as provided in this clause, continue indefinitely unless and until terminated by either party providing 7 days’ notice to the other.
   • Without affecting any other right or remedy available to it, the Supplier may suspend and or terminate the Customer’s usage of the Platform at any time, without notice.
9. Assignment
   • The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
   • The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
10. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

11. Third party rights

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

12. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of the domicile of the Customer.

13. Jurisdiction

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

May 2024 v1