ENERGISE TECHNOLOGY SOLUTIONS

Standard Terms of Business

Last updated: 3 September 2025.

These are the standard terms of business (“Terms”) of Energise Technology Solutions Limited, a company registered in England and Wales (no. 10617914) with its registered office at 21 Highfield Road, Tetbury, United Kingdom, GL8 8BD (“Company”). These Terms, as amended from time to time and available at [URL], explain how the Company provides access to its white-label education platform and related services.

These Terms are incorporated into each Service Order the Company and the Customer enter into. Together, these Terms and the Service Order constitute a legally binding contract between the parties (the “Contract”).

The individual who signs the Service Order on behalf of an organisation represents and warrants that they have authority to bind that organisation to the Contract.

In the event of any conflict between these Terms and a Service Order, the Service Order will take precedence.

1. Definitions

Active Users

the number of unique End Users who access the Platform, or whose account is created and activated, during any rolling 30-day period, including logging in, launching content or accessing via single sign-on, but excluding dormant or suspended accounts.

Authorised Users

those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

Branding

the Customer’s logo(s), trade mark(s) and other brand assets as set out in any Service Order or as provided by the Customer to the Company in writing.

Business Day

a day other than a Saturday, Sunday or public holiday in England.

Confidential Information

in relation to either party, information which is disclosed to that party by the other party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).

Contract Year

a 12-month period commencing on the Effective Date or any anniversary of it.

Customer

the legal entity identified as customer in the Service Order.

Customer Data

the data inputted by the Customer, End Users, or the Company on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

Documentation

the document(s) and other materials made available to the Customer by the Company online via the web address notified by the Company to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date

the date the Service Order is signed by both parties.

End Users

the learners and other individuals whom the Customer authorises to access the Platform.

End User Terms

the terms presented by the Customer to End Users by click-through at first access to the Platform, as more particularly described in clause 4.1(h).

Handover Date

the date that the Platform has been made available to the Customer.

Implementation Services

the implementation services and related work referred to in clause 2, to be performed by the Company prior to the Handover Date.

Intellectual Property Rights

patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Initial Subscription Term

the initial term as set out in the Service Order.

Normal Business Hours

9:00 am to 5:00 pm local UK time, each Business Day.

Renewal Term

the period described in clause 12.1.

Platform

the Company’s white-label education technology platform which enables its customers to host and deliver educational courses to End Users.

Service Order

an order form signed by the parties that sets out the Tier, Subscription Fees, Initial Subscription Term and any special terms.

Services

the Customer’s access to the Platform, together with related services, as described in the Documentation, including the Implementation Services and support described in clause 2.7.

Subscription Fees

the subscription fees (including any additional charges) payable by the Customer to the Company as specified in the Service Order.

Subscription Term

the Initial Subscription Term together with any Renewal Term agreed under clause 12.1 and as specified in the Service Order.

Tier

the pricing band shown in the Service Order, which limits the number of Active Users included.

2. The Platform and Service Stages

1. Following the Effective Date, the Company shall undertake the Implementation Services on behalf of the Customer, targeting a go-live date of 14 days from receipt of all Branding and required inputs. This includes creation of a fully branded Customer landing page, course catalogue and sign-in experience, and configuration of Customer-branded pages for Authorised Users and End Users.
2. The Company may reject any aspect of the Branding if, acting reasonably, it deems it inappropriate. The Company shall provide written reasons so the Customer can amend accordingly.
3. Once the Branding has been agreed between the parties and the Implementation Services have concluded, the Subscription Term shall commence as provided for in clause 12.1.
4. In consideration of the Subscription Fees, the Company grants to the Customer a non-exclusive, non-transferable, non-sublicensable licence for the Subscription Term to use the Platform solely to deliver educational content to End Users.
5. The Platform remains the sole and exclusive property of the Company, and nothing in these Terms transfers ownership to the Customer or any third party.
6. These Terms create no exclusivity between the parties and the Company may provide white-label websites and platforms to any other customer.
7. As part of the Services, the Company shall provide to the Customer:
   • customer service support by email and live chat during Normal Business Hours, with responses within a reasonable time; and
   • ongoing development, including software releases, UX enhancements and security patches, without additional charge. No service levels or service credits apply.
8. Each party warrants that it holds all licences and permissions necessary to perform its obligations under the Contract.

3. Company’s Obligations

1. The Company shall perform the Implementation Services and provide the Platform with reasonable skill and care.
2. Subject to clause 2.2, the Company shall use reasonable endeavours to undertake Implementation Services in accordance with the Contract. The Company is not liable for delays caused by the Customer under clause 4.
3. The Company is not liable for failures or defects caused by use of the Platform contrary to instructions, by modification by anyone other than the Company or its authorised contractors, or by third-party software introduced by the Customer without prior written consent.
4. The Company may:
   • sub-licence, assign, novate, charge or deal in any other manner with its rights and obligations under the Contract, on written notice to the Customer;
   • modify, add or remove Platform functionality provided such change does not materially degrade core functionality. Material adverse changes will be notified at least 30 days in advance; and
   • enter into similar agreements with third parties or from independently developing, using, selling or licensing similar documentation, products or services.
5. The Company shall, during the Subscription Term:
   • provide the Services and make the Documentation available to the Customer subject to the Contract; and
   • use commercially reasonable endeavours to make the Services available 24/7, except for planned maintenance during the maintenance window of 8:00 pm to 8:00 am UK time Monday to Friday, or between 6:00 pm on Friday and 8:00 am on Monday UK time, and for unscheduled maintenance outside Normal Business Hours, where practicable with prior notice.
6. The Company warrants that it has and will maintain all necessary licences, consents and permissions for its performance, but it does not warrant that the Services will be uninterrupted or error-free, that they will meet the Customer’s requirements, that they will be free from vulnerabilities or viruses, or that they will comply with any heightened cybersecurity requirements. The Company is not responsible for delays or losses resulting from networks and the internet.
7. The Company shall follow its archiving procedures for Customer Data as set out in its internal policies, available on written request. If Customer Data is lost or damaged, the Customer’s sole remedy is for the Company to use reasonable endeavours to restore it from the latest back-up. The Company is not responsible for loss, destruction, alteration or disclosure of Customer Data caused by any third party other than its authorised sub-contractors.

4. Customer’s Obligations

1. The Customer shall:
   • provide the Company with all co-operation and access to information needed to provide the Services, including Customer Data, security access information and configuration services;
   • comply with all applicable laws, including sanctions laws and regulations;
   • perform its responsibilities in a timely and efficient manner. The Company may adjust any agreed timetable where delayed by the Customer’s acts or omissions;
   • ensure End Users use the Services and Documentation in accordance with the Contract and be responsible for End Users’ breaches;
   • obtain and maintain all licences, consents and permissions for the Company to perform the Services;
   • ensure its network and systems comply with the specifications provided by the Company from time to time;
   • be responsible for procuring, maintaining and securing its network connections and telecommunications links; and
   • ensure that, before first access, each End User agrees by click-through to the End User Terms issued by the Customer that:
     • are no less protective of the Platform than provisions of clause 4.4, and clause 9 of the Contract; and
     • expressly grant the Company a right to enforce them as an express third-party beneficiary.
2. The Customer owns all right, title and interest in Customer Data that is not personal data and is responsible for its legality, reliability, integrity, accuracy and quality.
3. The Customer shall provide the Company with all Branding, copy and product information reasonably required to customise and operate the Platform.
4. The Customer shall not:
   • use any automated means to access or harvest information from the Platform;
   • assign, transfer or otherwise deal with its rights or obligations without the Company’s prior written consent;
   • upload or transmit unlawful or harmful content; use the Platform for fraudulent or inappropriate purposes;
   • attempt to decipher, decompile, delete, alter or reverse engineer the Platform;
   • duplicate or make derivative works of the Platform without permission;
   • use the Platform to create a similar or competitive website; or
   • remove or alter any logos, trade marks or copyright notices.
5. Each party agrees that without the prior written consent of the other it will not, during the Subscription Term or for 12 months thereafter, directly or indirectly recruit or hire any employee or contractor of the other party with whom it has had contact in connection with the Contract, other than through a general recruitment campaign.
6. The Company may suspend the Services, or any End User account, where reasonably necessary to address misuse by End Users in breach of the End User Terms.

5. End User Access, Tiers and Usage Limits

1. Subject to payment of the Subscription Fees, the Company grants the Customer a non-exclusive, non-transferable right to permit End Users to access and use the Services and Documentation during the Subscription Term for the Customer’s internal business operations.
2. The Customer undertakes that:
   • the number of End Users that it authorises shall not exceed the Active Users included in its selected Tier;
   • each End User shall keep a secure password and keep it confidential;
   • it shall maintain an up-to-date list of current End Users and provide it to the Company within 5 Business Days of written request;
   • the Company may monitor usage remotely and audit compliance no more than twice per year on reasonable notice;
   • if usage exceeds the selected Tier for more than two consecutive months, the Company may on written notice move the Customer to the appropriate Tier or invoice overage pro-rata from the start of the third month onwards and for the remainder of the then current Contract Year; and
   • any underpayment shall be invoiced by the Company at the prevailing rates and paid within 14 days.

6. Customer-Initiated Tier Changes

1. The Customer may request a change of Tier at any time by written notice to the Company. The Company shall activate the change within 5 Business Days of approval, with Subscription Fees pro-rated for the remainder of the then current Contract Year.
2. Customer-initiated upgrades take effect on the effective date stated in the Company’s written approval (and in any event within 5 Business Days of approval), with Subscription Fees pro-rated from that date. Downgrades take effect at the next Renewal Term unless the parties agree otherwise in writing, and no refunds or credits are due for the remainder of the then current Contract Year.
3. If the Customer’s Active Users exceed the limits of the requested lower Tier at the effective date, the downgrade will take effect when usage first drops within those limits or at the next Renewal Term, whichever is earlier.
4. If the Customer disputes the Active User count used to trigger or calculate a Tier change, the parties will review the Company’s system logs in good faith and make any appropriate adjustment to the next invoice where an error of more than 5% is identified.

7. Data Protection

In this clause 7, the following terms have the meanings given in the Data Protection Legislation: personal data, data subject, data controller, data processor, and personal data breach.

1. The parties shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This clause 7 shall not relieve either party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.
2. For the purposes of the Data Protection Legislation and for this clause 7, the Customer is the data controller, and the Company is the data processor.
3. The Customer shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Company for the purposes described in these Terms, including where End Users are children. Where End Users are under the age of 13, the Customer warrants it has a lawful basis and any required parental or guardian authorisations.
4. Where the Company acts as processor it shall: process personal data only on documented instructions from the Customer, implement appropriate technical and organisational measures, ensure confidentiality, not transfer personal data outside the UK or EEA without appropriate safeguards, assist the Customer with requests and compliance at the Customer’s cost, notify without undue delay of a personal data breach, delete or return personal data on termination subject to legal retention, and maintain records and allow audits on reasonable notice.
5. The Company may appoint sub-processors under a written contract imposing equivalent obligations, and remains responsible for their acts and omissions.
6. End User email addresses may be stored on a transitory basis for sign-up, authentication and support. The Company will minimise retention and delete transitory data when no longer required for those purposes.
7. The parties may, by written agreement on at least 30 calendar days’ notice, replace this clause 7 with applicable data processing clauses that form part of a certification scheme or are otherwise required by law. Such terms shall apply when attached to these Terms.

8. Charges and Payment

1. The Customer shall pay the Subscription Fees in accordance with this clause 8 and each Service Order.
2. The Company shall charge recurring Subscription Fees annually in advance based on the Tier selected for the forthcoming Contract Year.
3. The Company shall invoice the Customer at the commencement of the Subscription Term and each Renewal Term. The Customer shall pay each invoice within 14 days of the invoice date.
4. If the Company has not received payment within 14 days after the due date, it may suspend access to the Services until payment is received and interest shall accrue at 3% per annum over the Bank of England base rate from time to time (or at 3% for any period where the base rate falls below 0%), accruing daily whether before or after judgment.
5. All amounts and Subscription Fees are payable in pounds sterling, exclusive of VAT and are, subject to clauses 11.3 and 14.3, non-cancellable and non-refundable.
6. The Company may increase Subscription Fees at the start of each Renewal Term on at least 90 days’ prior written notice.

9. Intellectual Property Rights

1. The Customer acknowledges and agrees that the Company and/or its licensors own all Intellectual Property Rights in the Platform, the Services and the Documentation. Except as expressly stated herein, the Contract does not grant the Customer any rights to, under or in, any Intellectual Property Rights of the Company.
2. The Company confirms that it has all rights necessary to grant the rights it grants under the Contract.
3. All content uploaded by the Customer or End Users to the Platform, including course materials, text, images, audio and video, remains the Customer’s property. The Customer grants the Company a non-exclusive, worldwide, royalty-free licence for the Subscription Term to host, copy, display and process that content solely to provide the Services, perform back-ups, maintain security and comply with law. On termination, content will be handled under clause 12.5. The Customer warrants that the content and Branding do not infringe third-party rights.
4. The Company will not use the Customer’s name or Branding in marketing without the Customer’s prior written consent.

10. Confidentiality

1. Each party must keep the other’s non-public information confidential and use it only to perform the Contract, except where disclosure is required by law or with the other party’s consent. Each party agrees to: (a) keep the other’s Confidential Information secret; (b) use it only for the purposes of performing the Contract; and (c) disclose it only to those of its employees, officers, advisers or subcontractors who need to know it and who are bound by equivalent obligations of confidentiality.
2. A party may disclose Confidential Information if required by law, court order or a regulatory authority, provided it gives the other party advance notice (where lawful) and cooperates in seeking confidential treatment.

11. Indemnity

1. The Customer shall defend, indemnify and hold harmless the Company against claims, losses and costs arising out of or in connection with the Customer’s use of the Platform, the Services or Documentation, including claims relating to Customer content, provided that the Customer is given prompt notice, reasonable co-operation and sole conduct.
2. The Company shall defend the Customer against any claim that the Customer’s use of the Services or Documentation in accordance with the Contract infringes UK Intellectual Property Rights, and shall indemnify the Customer for amounts awarded, subject to prompt notice, co-operation and sole conduct.
3. In the defence or settlement of any such claim, the Company may procure the right for continued use, replace or modify the Services so they are non-infringing or, if not reasonably available, terminate the Contract on 2 Business Days’ notice without additional liability.
4. In no event shall the Company, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services or Documentation by anyone other than the Company; or (b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given by the Company; or (c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement; or (d) the Customer Data; or (e) the Customer's breach of the Contract.
5. This clause 11 states the Customer's sole and exclusive rights and remedies, and the Company's entire obligations and liability, for infringement or alleged infringement of any third-party intellectual property right by the Company.

12. Term and Termination

1. The Contract shall commence on the Effective Date and shall continue for the Initial Subscription Term, whereupon it will either automatically expire, or automatically renew for a Renewal Term, as provided for in the Service Order.
2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
   • the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after being notified in writing;
   • an encumbrancer takes possession, or where the other party is a company, a receiver is appointed, of any of its property or assets;
   • the other party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order;
   • the other party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for bona fide amalgamation or re-construction with assumption of obligations);
   • anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party; or
   • the other party ceases, or threatens to cease, to carry on business.
3. For the purposes of clause 12.2(a), a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects.
4. The rights to terminate the Contract given by this clause 12 shall not prejudice any other right or remedy of either party.
5. On termination of the Contract for any reason:
   • all licences granted under the Contract shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
   • the Company may delete Customer Data unless, within 10 days after termination, it receives a written request for a copy of the most recent back-up, which it shall deliver within 30 days, with reasonable costs of return payable by the Customer;
   • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected; and
   • the Company will provide the Customer with a copy of any content produced using the Platform in machine-readable export or PDF form within 30 days of the effective date of termination via secure data transfer web service.

13. Disclaimers and Liability

1. Except as expressly and specifically provided in the Contract:
   • the Customer assumes sole responsibility for results obtained from the use of the Services and Documentation, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided by the Customer, or any actions taken by the Company at the Customer's direction;
   • 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 from the Contract; and
   • the Services and the Documentation are provided on an “as is” basis.
2. The Platform is provided on an “as is” and “as available” basis. The Company does not guarantee continuous availability or error-free operation, nor warrant that it will meet the Customer’s specific requirements or be free from bugs, viruses, or security vulnerabilities.
3. The Company will not be liable to the Customer (or any End User) for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of, or inability to use, the Platform; reliance on any content; technical issues; compatibility problems; or failures arising from internet or device.
4. Neither party will be liable to the other for loss of profits, sales, business, revenue, anticipated savings, business opportunity, goodwill, or reputation, business interruption, missed opportunities, or indirect, consequential, or special losses.
5. Subject to clause 13.6:
   • each party’s total aggregate liability to the other arising out of or in connection with the Contract shall be limited to the Subscription Fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim; and
   • notwithstanding clause 13.5(a), each party’s total aggregate liability to the other arising out of or in connection with any infringement of Intellectual Property Rights, any breach of clause 7 (Data protection), or any breach of clause 10 (Confidentiality), shall not exceed £1,000,000 in aggregate during the Subscription Term.
6. Nothing in the Contract seeks to limit or exclude either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter which cannot be excluded or restricted by law.
7. Except as expressly stated in these Terms, the Company excludes all conditions, warranties, representations or other terms which may otherwise be implied by law, custom or practice, including but not limited to those relating to satisfactory quality, fitness for a particular purpose, or the use of reasonable care and skill.

14. Force Majeure

1. Neither party shall be liable for any delay or failure to perform (other than payment obligations already due) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labour disputes not limited to the affected party’s workforce, failure of power/internet/cloud or hosting providers, and epidemics/pandemics (“Force Majeure Event”).
2. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the effects and resume performance as soon as practicable.
3. If a Force Majeure Event continues for 30 consecutive days, either party may terminate the affected Services on written notice, in which case the Company will refund any prepaid fees on a pro-rata basis for the period after termination.

15. General Provisions

1. Notices. Any notice under the Contract shall be sent by email (save that service of legal proceedings shall not be validly effected by email). The Company’s notice address is support@energisetechnology.co.uk. The Company may give notice to the Customer at the email address specified in the Service Order. Either party may update its notice address by notice to the other.
2. Changes to these Terms. The Company may amend these Terms from time to time. For existing customers, material changes will be notified in advance and will apply from the start of the next Renewal Term unless the parties agree otherwise.
3. Assignment. The Customer may not assign, transfer or novate the Contract (in whole or in part) without the Company’s prior written consent. The Company may assign or transfer the Contract to an affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of assets.
4. No Waiver. A failure or delay by the Company in exercising any right or remedy under the Contract does not operate as a waiver of that or any other right or remedy. A waiver is effective only if in writing and applies only to the specific instance stated.
5. Severance. If any provision of these Terms is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed to the extent necessary and the remaining provisions shall continue in full force and effect.
6. Entire agreement. These Terms, together with any Service Order, and any documents expressly incorporated by reference constitute the entire agreement between the Company and the Customer in relation to their subject matter and supersede all prior or contemporaneous proposals, understandings, representations or agreements, whether written or oral, relating to that subject matter.
7. Third party rights. No person other than the Company and the Customer has any rights to enforce any term of the Contract.
8. Applicable law. The Contract and any non-contractual obligations arising out of or in connection with it, are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts.