Terms of Sale

TERMS OF SALE – GOODS & SERVICES

BACKGROUND:

These Terms of Sale set out the terms under which Goods & Services are sold by Us to business customers through this website, www.xoflo.io (“Our Site”). Please read these Terms of Sale carefully and ensure that you understand them before ordering any Goods or Services from Our Site. You will be required to read and accept these Terms of Sale when ordering Goods & Services. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to order Goods or Services through Our Site.

1. Definitions and Interpretation

1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

“Contract” means a contract for the purchase and sale of Goods & Services, as explained in Clause 6;

“Goods” means the goods sold by Us through Our Site;

“Order” means your order for Goods & Services;

“Order Confirmation” means Our acceptance and confirmation of your Order;

“Services” means the services which are to be provided by Us;

“We/Us/Our” means XoFlo Limited, a company registered in England under 12241055, whose registered address is 44 New Court Way, Ormskirk, Lancashire L39 2YT.

2. Access to and Use of Our Site

2.1 Access to Our Site is free of charge.

2.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

2.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

2.4 Use of Our Site is subject to Our Website Terms of Use. Please ensure that you have read them carefully and that you understand them.

3. Business Customers and Consumers

3.1 These Terms of Sale apply to Business Customers only. These Terms of Sale do not apply to individual consumers purchasing Goods for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession).

3.2 These Terms of Sale constitute the entire agreement between Us and you

with respect to your purchase of Goods & Services from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

4. Goods, Pricing and Availability

4.1 We make all reasonable efforts to ensure that all descriptions and graphical representations of Goods available from Us correspond to the actual Goods. Please note, however, the following:

4.1.1 Images of Goods are for illustrative purposes only. There may be slight variations in colour between the image of a product and the actual product sold due to differences in device displays and lighting conditions;

4.1.2 Images and/or descriptions of packaging are for illustrative purposes only, the actual packaging of Goods may vary.

4.2 Please note that sub-Clause 4.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to minor variations of the correct Goods, not to different Goods altogether. Please refer to Clause 9 if you receive incorrect Goods (i.e. Goods that are not as described).

4.3 Minor changes may, from time to time, be made to certain Goods between your Order being placed and Us processing that Order and dispatching the Goods, for example, to reflect changes in relevant laws and regulatory requirements, or to address particular technical or security issues. Any such changes will not change any main characteristics of the Goods and will not normally affect your use of those Goods. However, if any change is made that would affect your use of the Goods, suitable information will be provided to you.

4.4 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary.

4.5 In the event that the price of Goods you have ordered changes between your Order being placed and Us processing that Order and taking payment, you will be charged the price shown on Our Site at the time of placing your Order.

4.6 Prices on Our Site are shown exclusive of VAT. If the VAT rate changes between your Order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

4.7 Delivery charges are not included in the price of Goods displayed on Our Site.

5. Services, Pricing and Availability

5.1 We make all reasonable efforts to ensure that all general descriptions of the Services available from Us correspond to the actual Services that will be provided to you, however please note that the exact nature of the Services may vary depending upon your individual requirements and circumstances.

5.2 Please note that sub-Clause 5.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to variations of the correct Services, not to different Services altogether.

5.3 Where appropriate, you may be required to select the required package of

Services.

5.4 We neither represent nor warrant that all Services will be available at all.

5.5 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary.

5.6 In the event that the price of Services you have ordered changes between your Order being placed and Us processing that Order and taking payment, you will be charged the price shown on Our Site at the time of placing your Order.

5.7 Prices on Our Site are shown exclusive of VAT. If the VAT rate changes between your Order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

6. Orders – How Contracts Are Formed

6.1 Our Site will guide you through the ordering process. Before submitting your Order you will be given the opportunity to review your Order and amend it. Please ensure that you have checked your Order carefully before submitting it.

6.2 If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your Order due to incorrect or incomplete information, We will contact you to ask to correct it. If you do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel your Order and treat the Contract as being at an end.

6.3 No part of Our Site constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you an Order Confirmation by email. Only once We have sent you an Order Confirmation will there be a legally binding Contract between Us and you.

6.4 Any refunds due under this Clause 6 will be made using the same payment method that you used when ordering the Goods & Services.

7. Payment

7.1 Payment for Goods & Services will be due in the form of advance payment of 100% of the total price for the Goods & Services and related delivery charges and must always be made in advance. You will be prompted to pay during the order process.

7.2 Payment must be made in full for your Order, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

8. Delivery, Risk and Ownership of Goods

8.1 All Goods purchased through Our Site will normally be delivered within 30 calendar days after the date of Our Order Confirmation unless otherwise agreed or specified during the Order process (subject to delays caused by events outside of Our control, for which see Clause 15).

8.2 If We are unable to deliver the Goods on the delivery date, the following will apply:

8.2.1 If no one is available at your delivery address to receive the Goods and the Goods cannot be posted through your letterbox or left in a safe place nominated by you, We will leave a delivery note explaining how to rearrange delivery or where to collect the Goods;

8.2.2 If you do not collect the Goods or rearrange delivery within 7 days, We will contact you to ask you how you wish to proceed. If We cannot contact you or arrange redelivery or collection, We will treat the Contract as cancelled and recover the Goods. If this happens, you will be refunded the purchase price of the Goods themselves, but not the cost of delivery. We may also bill you for any reasonable additional cost that We incur in recovering the Goods.

8.3 Delivery shall be deemed complete once We have delivered the Goods to the address including, where relevant, any alternative address you have provided.

8.4 The Legal and Beneficial ownership of the Goods supplied as part of the Services shall remain with Us and upon cancellation of the Contract the Goods shall be returned to Us within 14 days from the date of cancellation accepted under Clause 11.

8.5 Responsibility for (the risk in) the Goods will pass to you when delivery is complete, as defined in sub-Clause 8.3

8.6 Any refunds due under this Clause 8 will be made using the same payment method that you used when ordering the Goods.

9. Faulty, Damaged or Incorrect Goods

9.1 We warrant that the Goods, on delivery, and for a period of 12 months thereafter (the “Warranty Period”) shall be as described; be free from material defects in design, material, and workmanship; be of satisfactory quality (as defined in the Sale of Goods Act 1979); and be fit for any purpose described by Us.

9.2 If any Goods you have purchased do not comply, subject to sub-Clause 9.3 and your compliance with sub-Clauses 9.2.1 to 9.2.3, We shall, at Our option, repair the affected Goods, replace them, or issue you with a full refund for the price of the affected Goods. The following conditions shall apply:

9.2.1 You must give Us written notice of the non-compliance during the Warranty Period within a reasonable time of discovering it;

9.2.2 You must return the Goods in question to Us; and

9.2.3 You must give Us a reasonable opportunity to examine the Goods in question.

9.3 We will not be liable for any non-compliance with the provisions of sub-Clause 9.1 of any Goods if any of the following apply:

9.3.1 You have made any further use of the affected Goods after giving Us written notice of the non-compliance under sub-Clause 9.2.1;

9.3.2 The non-compliance has arisen as a result of your failure to follow Our instructions on the correct usage, maintenance, installation, storage of the affected Goods or, where no instructions are provided, your failure to follow good trade practice with respect to the same;

9.3.3 The non-compliance has arisen as a direct result of any information (incorrect or otherwise) provided by you to Us;

9.3.4 You have made any unauthorised alterations or repairs to the affected Goods; or

9.3.5 The non-compliance is the result of normal wear and tear, deliberate damage, negligence, or abnormal or unsuitable working conditions.

9.4 The terms of this Clause 9 shall also apply to any Goods which are repaired or replaced by Us under sub-Clause 9.2.

9.5 Except as provided in this Clause 9, We shall have no further liability to you with respect to Goods which do not comply with sub-Clause 9.1.

9.6 Refunds (whether full or partial) under this Clause 9 will be issued within 7 days of the day on which We agree that you are entitled to the refund.

9.7 Any and all refunds issued under this Clause 9 will include all delivery costs paid by you when the Goods were originally purchased.

9.8 Refunds under this Clause 9 will be made using the same payment method that you used when ordering the Goods.

10. Provision of the Services

10.1 We will provide the Services with reasonable skill and care consistent with standards in the industry. We will begin providing the Services on the date agreed when you make your Order (which We shall confirm in the Order Confirmation) and will continue providing the Services until cancellation of the contract.

10.2 We will make every reasonable effort to provide the Services in a timely manner and to complete them on time. We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please refer to Clause 15 for events outside of Our control.

10.3 If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible.

10.4 If the information you provide or the action you take under sub-Clause 10.3 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result.

10.5 In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 10.3, We may suspend the Services (and will inform you of that suspension by email.

10.6 In certain circumstances, for example where We encounter a technical problem, We may need to suspend or otherwise interrupt the Services to resolve the issue. Unless the issue is an emergency that requires immediate action We will inform you in advance by email before suspending or interrupting the Services.

10.7 If the Services are suspended or interrupted under sub-Clauses 10.5, or 10.6 you will not be required to pay for them during the period of suspension. You must, however, pay any sums that may already be due by the appropriate due date(s).

10.8 If you do not pay Us for the Services as required by Clause 7, We may suspend the Services until you have paid any and all outstanding sums due.

10.9 We always use reasonable endeavours to ensure that Our Services are trouble-free. If, however, there is a problem with the Services please contact Us as soon as is reasonable possible via support@xoflo.io.

10.10 We will use reasonable endeavours to remedy problems with the Services as quickly as is reasonably possible and practical.

10.11 We will not charge you for remedying problems under this Clause 10 where the problems have been caused by Us, or any of Our agents or sub-

contractors, or where nobody is at fault. If We determine that a problem has been caused by you, including your provision of incorrect or incomplete information or taking of incorrect action, sub-Clause 10.4 will apply and We may charge you for the remedial work.

11. Cancelling the Services

11.1 Cancellation of Contracts shall be subject to the specific terms governing the Services in question and may be subject to a minimum contract duration. Details of the relevant duration, cancellation provisions and minimum notice periods will be provided in Our Order Confirmation.

11.2 If you wish to cancel under this Clause 11, you should inform Us of your cancellation directly, using email to support@xoflo.io, in each case, providing Us with your name, address, email address, and Order Number.

11.3 Eligibility for refunds may vary according to the Services ordered. You will be required to pay for Services supplied up until the point at which you inform Us that you wish to cancel.

11.4 Refunds under this Clause 11 will be issued to you as soon as possible, and in any event within 7 calendar days of the day on which you inform Us that you wish to cancel.

11.5 Refunds under this Clause 11 will be made using the same payment method that you used when ordering the Services.

12. Ending the Contract for Services Because of Something We Have Done

12.1 You may end the Contract immediately at any time by giving Us written notice in the following circumstances:

12.1.1 We breach the Contract in a material way and fail to remedy the breach within 30 days of you asking Us to do so in writing;

12.1.2 We go into liquidation or have a receiver or administrator appointed over Our assets;

12.1.3 We change these Terms of Sale to your material disadvantage;

12.1.4 We are adversely affected by an event outside of Our control that continues for more than 30 days (as under sub-Clause 15.2.5).

12.2 If you wish to cancel under this Clause 12, you should inform Us of your cancellation directly, using email to support@xoflo.io, in each case, providing Us with your name, address, email address, and Order Number.

12.3 We may ask you why you have chosen to cancel and may use any answers you provide to improve Our services in the future, however please note that you are under no obligation to provide any details if you do not wish to.

12.4 Eligibility for refunds may vary according to the Services ordered. You will be required to pay for Services supplied up until the point at which you inform Us that you wish to cancel.

12.5 Refunds under this Clause 12 will be issued to you as soon as possible, and in any event within 7 calendar days of the day on which you inform Us that you wish to cancel.

12.6 Refunds under this Clause 12 will be made using the same payment method that you used when ordering the Services.

13. Our Rights to Cancel the Services

13.1 We may cancel the Contract after We have begun providing the Services due to an Event outside of Our control that continues for more than 30 days (as under sub-Clause 15.2.4), or due to the non-availability of required personnel and/or required materials necessary for the provision of the Services. In such cases, you will only be required to pay for Services that We have already provided up until the point at which We inform you that We are cancelling.

13.2 Once We have begun providing the Services, We may cancel the Contract at any time and will give you at least 30 days written notice of such cancellation. You will only be required to pay for Services that you have received.

13.3 We may cancel immediately by giving you written notice in the following circumstances. You will only be required to pay for Services that We have already provided up until the point at which We inform you that We are cancelling:

13.3.1 You fail to make a payment by the due date as set out in Clause 7; or

13.3.2 You breach the contract in a material way and fail to remedy the breach within 7 days of Us asking you to do so in writing.

13.4 Refunds under this Clause 13 will be issued to you as soon as possible, and in any event within 7 calendar days of the day on which you inform Us that you wish to cancel.

13.5 Refunds under this Clause 13 will be made using the same payment method that you used when ordering the Services.

14. Our Liability

14.1 Subject to sub-Clause 14.4, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.

14.2 Subject to sub-Clause 14.4, Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be 100% of the total sums paid by you for the Goods & Services under the contract in question.

14.3 Except to the extent expressly set out in sub-Clause 9.1, the terms implied by Sections 13 to 15 of the Sale of Goods Act 1979 and by Sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

14.4 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; for breach of the terms implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; for defective products under the Consumer Protection Act 1987; or for any other matter in respect of which liability cannot be excluded or restricted by law.

15. Events Outside of Our Control (Force Majeure)

15.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure,

internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

15.2 If any event described under this Clause 15 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:

15.2.1 We will inform you as soon as is reasonably possible;

15.2.2 We will take all reasonable steps to minimise the delay;

15.2.3 To the extent that We cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;

15.2.4 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Goods or Services as necessary;

15.2.5 If the event outside of Our control continues for more than 30 days We will cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event within 7 days of the date on which the Contract is cancelled and will be made using the same payment method that you used when ordering the Goods or Services;

16. Communication and Contact Details

16.1 If you wish to contact Us with general questions or complaints, you may contact Us by email at support@xoflo.io.

17. Complaints and Feedback

17.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.

17.2 If you wish to give Us feedback on any aspect of your dealings with Us, please contact Us by email at support@xoflo.io.

18. How We Use Your Personal Information (Data Protection)

We will only use your personal information as set out in Our Privacy Policy and Our Cookie Policy, available from www.xoflo.io.

19. Other Important Terms

19.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party

who will remain bound by them.

19.2 You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.

19.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.

19.4 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.

19.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.

19.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to your Order, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them.

20. Law and Jurisdiction

20.1 These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

20.2 Any disputes concerning these Terms of Sale, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.