1. Applicability

1.1 These Terms and Conditions apply to all offers and agreements and the obligations ensuing therefrom related to the delivery of products, services and/or rights of use (licences) by the private limited company CTOUCH UK Ltd (Ch. of Comm.: 11618258),) with its registered office and principal place of business in Commercial House, 14 Commercial Street, Sheffield, South Yorkshire S1 2AT, United Kingdom, and possible affiliated companies, hereinafter referred to as CTOUCH.

1.2 In the event that specific provisions in or with the Agreement are in conflict with these Terms and Conditions, the provisions in or with the Agreement shall prevail.

1.3 If one or more provisions of these Terms and Conditions are null and void or voidable, the validity of the remaining provisions shall not be affected. In the event that one or more provisions of these Terms and Conditions are void, the parties shall be bound by rules that have a meaning and effect as close as possible to the void provision and which cannot be voided.

1.4 Derogations from these Terms and Conditions shall only be valid if and insofar as expressly agreed in writing.

1.5 The Terms and Conditions of the Business Contact are expressly rejected and shall not apply to the Agreement.

2. Definitions

The following concepts with (an) upper case initial(s) are taken to mean the following:

Terms and Conditions: these Terms and Conditions;

Services: all services that have come into effect on the basis of an agreement between CTOUCH and the Business Contact;

Documentation: technical and functional descriptions and user manuals in whatsoever form;

Intellectual Property: patent, copy, drawing and design rights and/or other (intellectual property) rights, as well as technical and commercial know-how, methods and concepts, whether or not patentable;

Business Contact: the contracting party with whom CTOUCH enters into an Agreement;

Agreement: an agreement together with appendices, concluded between CTOUCH and the Business Contact;

Software: Computer software, including system software, application software and user interface together with accompanying documentation and materials;

Confidential Information: any information provided verbally or in writing by one of the parties which is clearly confidential, as well as any information of which the party concerned states that it must be treated as confidential. Confidential information is in any event: personal data, address details, clients/supplier files, know-how and (company) information that will be shared at the entering into and performance of the Agreement, or of which a party becomes aware, and the contents of the Agreement and the Terms and Conditions;

Goods: the goods to be delivered by or on behalf of CTOUCH to the Business Contact pursuant to an

3. Offers and Creation of Agreements

All offers made by CTOUCH are valid for thirty (30) days and are entirely without obligation. An Agreement shall only come into effect on confirmation by CTOUCH, or as the case may be if the performance of the Agreement has started.

(Derogating) Arrangements can only bind parties if they have been recorded in writing and confirmed by CTOUCH.

In the creation of the Agreement the Business Contact agrees to the use of communication by electronic means (including email).

4. Prices / Retention of title

Unless agreed otherwise, the prices offered by CTOUCH and/or agreed between the parties shall always be in GBP, excluding (turnover) tax and delivery ‘Delivered At Place’ (DAP), under normal conditions. In case of specific requests regarding delivery, additional costs will be passed on to the Business contact, after Business contact agrees with the quoted costs.

CTOUCH shall be entitled to adjust its prices. The Business Contact shall accept this change immediately if it is the direct result of a change in external factors in indirect costs (such as taxes and costs of transport / delivery). Any other change of the applicable rate that is to the disadvantage of the Business Contact shall be notified in writing one month prior to the change coming into effect.

All Goods delivered by CTOUCH, including rights of use, remain the property of CTOUCH until the Business Contact has paid all sums outstanding to CTOUCH - including interest and costs - (and these have been received by CTOUCH in the agreed bank account).

In the event that the Goods delivered by CTOUCH (also) concern a right of use, the Business Contact shall only become the owner of the physical carrier (for example the CD-ROM / (USB) stick), with due observance of Article 4.3. The right of use is only valid for the duration of the Agreement.

4.5 Payments must be made within the period set out in the invoice to the account as set out in the invoice, unless otherwise agreed in writing.

The Business Contact is not allowed to set off, suspend, or otherwise withhold (payment) obligations.

If CTOUCH cannot deliver the Goods and/or Services in conformity with the Agreement due to circumstances that are not attributable to CTOUCH, including force majeure, the payment obligations of the Business Contact shall remain in effect.

5. Delivery and transport / Provision of Services

The agreed delivery periods are only target dates and never final deadlines. The delivery periods shall not commence until the Business Contact has provided all information and items to CTOUCH which are required for the performance of the Agreement.

Default on the part of CTOUCH always requires notice of default in writing, whereby a reasonable period is granted to CTOUCH to perform its obligations, which period shall amount to at least fourteen (14) days.

CTOUCH shall deliver the Goods to the Business Contact by providing them to the Business Contact in the agreed location, such within normal conditions of delivery (to be determined by CTOUCH).

If delivery is not possible due to a cause within the control of the Business Contact, CTOUCH shall be entitled to recover the costs of storage/holding from the Business Contact.

The Business Contact shall be entitled at any time to request that CTOUCH makes a reasonable change to the extent of the Services to be provided by CTOUCH under the Agreement. CTOUCH shall specify any consequences of such a change within a reasonable period. The Business Contact shall be entitled to withdraw the change order until five (5) working days after receipt of this specification, in the absence of which the changed Service shall be provided.

CTOUCH shall be entitled unilaterally to change the Services without being obliged in any manner to compensate the (extra) costs arising for the Business Contact. CTOUCH must notify any change to the disadvantage of the Business Contact at least one (1) month in advance of the change. In
that case the Business Contact shall be entitled – within five (1) month after being notified – to cancel the purchase of the Services with effect from the date on which the change would come into effect.

5.7 CTOUCH shall be entitled, without prior notification and without any obligation to compensate for consequential damage, to (temporarily) close down the Services, or to limit their use, if there is cause to do so, including during maintenance and/or improvement of the Services.

CTOUCH shall be entitled to use any third parties it engages during the performance of the Agreement.

6. Complaints

The Business Contact is obliged to inspect the Goods and/or Services immediately after delivery. Visible defects – including derogations from the Agreement – must be made known to CTOUCH in writing within 48 hours after delivery, in the absence of which the Business Contact shall have no
right to claim in relation to the defect. If there are extenuating circumstances where goods cannot me inspected, this should be communicated and agreed in advance by the CTOUCH contact.

Other defects must be made known to CTOUCH in writing within 48 hours after they have been or reasonably could have been noticed, in the absence of which the Business Contact shall have no right to claim in relation to the defect.

Complaints regarding invoices from CTOUCH must be made known to CTOUCH in writing within five (14) working days of the invoice date, in the absence of which the invoice shall be deemed to have been approved by the Business Contact.

Obligations of the Business Contact

The Business Contact must take care of the Goods owned by CTOUCH with due care and must bear any costs attached to this care. The Business Contact shall be responsible for use during the period that the Business Contact avails himself of the rights of use provided by CTOUCH. Any unauthorised
use, breach of legislation and use that is otherwise outside the scope of the Services provided/rights of use granted by CTOUCH shall be at the expense and risk of the Business Contact.

The Business Contact shall be obliged to treat the Goods and/or Services delivered by CTOUCH, including the rights of use, in accordance with the manual/regulations provided and within the boundaries of normal use, in the absence of which CTOUCH shall not guarantee the correct functioning of the item(s).

The Business Contact is not permitted to relocate the Goods delivered by CTOUCH, the ownership of which is still vested in CTOUCH, and/or to make any adjustment thereof. The Business Contact is also not permitted to transfer and/or encumber with any (limited) right these Goods and the obligations on the basis of the Agreement.

8. Liability / Indemnity

8.1 CTOUCH shall endeavour to fulfil the obligations under the Agreement. If CTOUCH fails in any obligation in relation to the Business Contact and is in default, the liability on the part of CTOUCH which results in compensation of damage shall be limited to GBP 1,000.

8.2 The liability of CTOUCH shall be limited at any time to direct damage or loss suffered/evidenced by the Business Contact. Any other form of damage is excluded from liability, including, but not exclusively, consequential loss, lost profits, loss of business opportunities, the costs of limitation and prevention and assessing damage. The Business Contact is obliged to CTOUCH to be insured against such damage.

8.3 The Business Contact unconditionally indemnifies CTOUCH against any claims by third parties engaged by the Business Contact on whatsoever basis, related to or ensuing from the use of the Goods and Services.

9. Intellectual Property

9.1 Unless agreed otherwise in writing, the Intellectual Property with regard to any Software, Documentation and/or Goods provided by CTOUCH, remain vested in CTOUCH or its Supplier.

10. Confidentiality

10.1 Without prejudice to the entitlements granted to the Business Contact in the Agreement and the Terms and Conditions, both parties and their employees shall keep Confidential Information secret, regardless of whether it has been disclosed in writing or as the case may be, verbally. This obligation
shall remain vested for an indefinite period, including after termination of the Agreement.

11. Force majeure

11.1 If, for any reason beyond its control, including force majeure, CTOUCH is unable (temporarily) to perform, CTOUCH shall not be in default and shall be entitled to suspend its obligations.

11.2 If the fulfilment of obligations by CTOUCH is permanently impossible, CTOUCH has the right to terminate the Agreement. In such a situation the Business Contact may terminate the Agreement after the passing of thirty (30) days.

11.3 In none of the events referred to in this article CTOUCH shall be obliged to pay any compensation for any damage suffered by the Business Contact.

12. Privacy and Personal Data

CTOUCH and the Business Contact shall act with due regard to the relevant privacy regulations, including the General Data Protection Regulation (GDPR) and only collect and process personal data when they have a legal basis for processing the same.

The manner in which CTOUCH handles personal data is recorded in its privacy statement (www.ctouch.eu/uk/privacy-statement).

If CTOUCH and the Business Contact are at any time to be regarded as the controller and processor as referred to in the GDPR, they undertake to conclude a processing agreement for this purpose, with due regard to their obligations on the basis of the GDPR.

The Business Contact shall guarantee in relation to CTOUCH that the processing of personal data will take place legitimately and that third party rights will not be infringed. The Business Contact indemnifies CTOUCH against any legal action brought by third parties, on whatsoever basis, if this action is related to the processing of personal data by the Business Contact, as well as against any financial penalties imposed on the Business Contact by the Data Protection Authority of the United Kingdom, or other authorised supervisory authorities.

13. Duration and Termination of the Agreement

The continuing performance contracts between the Business Contact and CTOUCH are in force for one (1) year, commencing at the time when the Agreement comes into effect. After expiry of the term, the contract shall be renewed silently once again by one (1) year, unless the contract is terminated, whereby a notice period of three (3) months must be observed. Unless in the event of a breach of contract by CTOUCH, any premature termination shall not result in a refund of money paid to CTOUCH and shall not affect the payment obligations of the Business Contact.

If an Agreement is entered into for a specific period and/or for a specific Service, the Business Contact may not terminate this Agreement before the end of this specific period. In the event that an Agreement for a specific period is renewed silently, this shall be entered into under the same terms and conditions as agreed in the initial Agreement.

14. Dispute resolution

The law of The law of England and Wales exclusively applies to the Agreement and the obligations

Disputes between parties shall be exclusively submitted to a competent judge of the competent court in England.