Terms of Trading

TECHEX LIMITED STANDARD TERMS AND CONDITIONS OF TRADING

These terms and conditions govern Orders placed by the relevant customer (‘Customer’) for software, hardware and services from Techex Limited, a company registered in England and Wales under number 01053218, whose registered office is at Greenwood House, London Road, Bracknell, Berkshire, RG12 2AA (‘Techex’), unless Techex and Customer (the ‘Parties’) have agreed and duly executed an alternative applicable master agreement between them. Each Order, once accepted by Techex, creates a legally binding agreement on these terms and conditions (‘Agreement’). Any additional legal terms and conditions submitted by the Customer in any other documents, including but not limited to the Order, shall be of no legal force or effect, unless specifically agreed to in writing between the Parties and executed by an authorised representative of each of them.

These terms apply for orders made from 22nd October 2026 onwards.

1 DEFINITIONS

1.1 Acceptance Criteria: in relation to the Software, means substantial compliance with the Software Specification or in the case of Software developed pursuant to Professional Services, the Specification.

1.2 Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

1.3 Business Day: means a day other than a Saturday, Sunday or public holiday in the UK when banks in the City of London are open for business.

1.4 Deliverable: means the output of the Professional Services.

1.5 Hardware: means any hardware set out in the Order.

1.6 Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, 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 information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered and including all applications for (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.

1.7 Licence Fee: means the consideration paid to Techex for use of the Software, as set out in the Order.

1.8 Licence Metrics: means the parameters, restrictions and units of measurement on which the Customer's right to use the Software is granted and priced, as set out in the Order, including (without limitation) the permitted number of concurrent users, named users, seats, devices, instances, servers, CPUs or cores, the Territory, the environment (production, test, development), whether or not the Software may be used to provide a managed service, and any volume, throughput or transaction limits.

1.9 Open Source Software: means open source software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org).

1.10 Order: means the document or documents, such as a quote, purchase order, Statement of Work, order form, or combination of them, agreed between the Parties which contains details of and the relevant prices of the Software, Licence type, and any Professional Services, Support Services and/or Hardware ordered by the Customer.

1.11 Personal Data: means any information relating to an identified or identifiable natural person from which that individual can be identified.

1.12 Professional Services: means any services that Techex provides in relation to the Hardware, Software and Standalone Software, excluding Support Services.

1.13 Professional Services Specification: means the specification for the Professional Services and/or Deliverables, as laid out in a Statement of Work.

1.14 Reference Manuals: means the most current version of the documentation provided by Techex to the Customer for use in connection with the Software.

1.15 Software: means the executable version of Techex computer software, program or code, including any incorporated Third Party Software Components and Updates and Upgrades to which the Customer is entitled, in object code format (specifically excluding source code) as described in the Order, together with any related Reference Manuals and/or database schemas provided for use in connection with the Software. The definition of Software shall include any software developed for the Customer as part of the Professional Services.

1.16 Software Specification: means the specification for the Software as laid out in the relevant Order.

1.17 Standalone Software: means any third party proprietary software supplied by Techex to the Customer, which is not incorporated into the Techex Software as a Third Party Software Component.

1.18 Statement of Work: means a document executed by the Parties which records the details of Professional Services to be provided by Techex.

1.19 Support Services: means the technical support and maintenance services in relation to the Software, Standalone Software and Hardware as listed in the Order.

1.20 Support Terms: means the terms on which Techex Support Services are made available, being the then current version of the ‘Techex Support Services Techcare User Guide’.

1.21 Territory: means the place where the Software is authorised for use, as set out in the Order.

1.22 Third Party Content: means services, materials, content or data (including Personal Data), which are not proprietary to Techex, or provided by Techex, including but not limited to materials of the Customer.

1.23 Third Party Additional Terms: means any additional terms on which third party licensors have Licenced Third Party Software Components.

1.24 Third Party Software Components: means any Open Source Software and third party proprietary software incorporated in the Software.

1.25 Updates: means any periodic software releases, additions, fixes, and enhancements thereto, release notes for the Software and related Reference Manuals, which have no value apart from their operation as part of the Software and which add minor new functions to the Software, (but none so significant as to warrant classification as an Upgrade), which may be provided by Techex to fix critical or non-critical problems in the Software on a scheduled, general release basis. Updates to the Software are denoted by number changes to the right of the decimal point for a version and revision number (for example, going from 2.0.0 to 2.1.0).

1.26 Upgrades: means any modifications to the Software made by Techex, which are so significant, as may at Techex’s entire discretion warrant their exclusion under the current Licence grant for the Software and Updates. Upgrades of Software are denoted by number changes to the left of the decimal point for a release number (for example, going from 2.0 to 3.0).

2 LICENCE

2.1 Techex and its licensors own and shall retain all rights, title and interest in the Software. In consideration of payment of the Licence Fee (and in the case of Software developed pursuant to Professional Services, the payment of the fee for the relevant Professional Services) and Customer’s compliance with the terms of this Agreement, Techex grants to the Customer a non-exclusive, limited and non-transferable Licence to use the Software, subject to the Licence Metrics, and for limited use as a professional broadcast workflow system to manage, distribute and view video content (‘Licence’). The Licence shall be for either: (a) a subscription term funded by operational expenditure (‘Subscription Licence’); (b) an unlimited term funded by capital expenditure (‘Perpetual Licence’), or (c) a limited term funded by capital expenditure (‘Term Licence’) as specified in the Order, until terminated according to the terms of this Agreement. The Software may not be used to provide a managed service to third parties unless expressly stated in the Order.

2.2 Subscription Licences shall be for an initial term of three (3) years (‘Initial Term’) unless otherwise stated in the Order and shall automatically renew for further periods equal in length to the Initial Term (each a ‘Renewal Term’) unless the Customer or Techex provides to the other not less than two (2) months’ notice to terminate, such notice expiring at the end of the Initial Term or a Renewal Term.

2.3 Except as expressly set out in this Agreement or as permitted by applicable local law, the Customer undertakes not to, and undertakes not to allow any third party to: (a) copy the Software or Reference Manuals (or any part thereof), except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of backup or operational security, in which case such copies shall be limited to the minimum number necessary; (b) distribute, repackage, use, provide as a hosted service to third parties, or allow access to the Software (or any part thereof), except as explicitly permitted under this Agreement and only in the quantities designated in the Order; (c) use the Software embedded in any third party hardware or software; (d) use the Software in conjunction with any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, other work protected by Intellectual Property Rights; (e) remove, modify, replace or obscure the copyright and patent notices, trademarks or other proprietary rights notices affixed to or contained within the Software; or (f) rent, sell, lease, sub-Licence, modify, adapt, loan, merge, vary, translate, export, prepare derivative works from, decompile, reverse engineer, disassemble, repurpose or otherwise attempt to derive or extract source code, codec layer, or other proprietary information from the Software (or any part thereof) or any internal data files generated by the Software.

2.4 Clause 2.3 (f) does not apply to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by Customer, in which case Customer shall require Techex in writing (and to the exclusion of all other providers) to provide the Professional Services necessary to carry out the integration. If Techex is unable to provide such Professional Services, Techex shall, for a reasonable fee to be agreed between Techex and Customer, provide the information necessary to allow a third party approved by Techex (such approval not to be unreasonably withheld) to carry out the integration services (“Integration Information”). The Customer shall ensure that the Integration Information is used solely on the Customer’s behalf for the purpose of achieving inter-operability of the Software with another software program and not further or otherwise.

2.5 The use of Third Party Software Components within the Software is subject to any Third Party Additional Terms of which the Customer has notice, such as Open Source Software Licences. Techex has the right to substitute any Third Party Software Components with an equivalent software where there is no material reduction in functionality and performance.

2.6 Nothing in this Agreement shall be construed as or have the effect of restricting any rights which the Customer may have under any Open Source Software Licence applicable to any Open Source Software that is a Third Party Software Component. Customer shall not do anything which would cause any part of the Software which is not subject to an Open Source Software Licence to become subject to an Open Source Software Licence.

2.7 The Customer has thirty (30) days following the delivery date of the Software to test whether the Software conforms in all material respects to the Acceptance Criteria. If the Customer believes that the Software fails to conform in any material respect to the Acceptance Criteria, the Customer must provide written notice to Techex detailing the non-compliance, and Techex will either correct the non-conformities or provide a reasonable workaround in a timely manner. If the Customer does not send written notice within thirty (30) days after the delivery date, or in the case of a correction or workaround within ten (10) days of the delivery date of that correction or workaround, or the Customer uses the Software in a production environment, the Software will be deemed accepted. Alternatively, if the Customer has previously conducted a Proof of Concept (“POC”) in relation to the Software, the Software shall be deemed accepted on the date of delivery of the Software that is ordered following the POC.

2.8 Any Standalone Software supplied by Techex to the Customer shall be supplied subject to the terms of a third party Licence agreement granted to the Customer by the owner of the Intellectual Property Rights in the relevant Standalone Software (‘Standalone Licence’). Should the Customer wish to enforce any terms of the Standalone Licence, Techex shall facilitate contact between the licensor of the Standalone Software and the Customer and Techex’s obligations in relation to the Standalone Software, other than such facilitation, shall be limited to the provision of the Support Services and Professional Services that the Customer has contracted for hereunder.

3 HARDWARE

3.1 Supply and Delivery: Subject to and in accordance with the Order and the terms of this Agreement, Techex shall supply the Hardware (if any) to the Customer. Techex shall use reasonable efforts to deliver the Hardware on prearranged dates, but such dates are estimates only and time shall not be of the essence. If Techex fails to deliver within a reasonable time, the Customer may by written notice, cancel the Order in respect of any item that has not already been dispatched, and on any such cancellation the Customer shall have no further claim against Techex in relation to the cancelled portion of the Order. If the Customer accepts delivery of the Hardware after the estimated delivery time, the Customer shall have no claim against Techex for delay, including any increase in the price of the Hardware. If for any reason the Customer fails to accept delivery of any Hardware when ready for delivery, or Techex is unable to deliver the Hardware because the Customer has not provided adequate instructions or settled applicable import charges, Techex may: (a) treat the Hardware as having been delivered on that day (for the purposes of risk, inspection and payment); and (b) charge the Customer for the storage or redelivery of the Hardware including return shipment costs, customs charges, import taxes, import duties and handling fees. Techex may deliver the Hardware in instalments, and each instalment shall be treated as a separate Order.

3.2 Risk and Inspection: The Hardware is at the Customer’s risk from the time of delivery. Delivery takes place either: (a) when the Hardware is loaded at Techex’s premises (if the Customer is collecting it or arranging carriage); or (b) when the Hardware is unloaded at the Customer’s premises or address specified by the Customer (if Techex is arranging carriage). The Customer must inspect the Hardware on delivery. If any Hardware is damaged or not delivered, the Customer must notify Techex in writing within seven (7) days of delivery or the expected delivery time, retain all packaging and give Techex (and any carrier) a fair opportunity to inspect the damaged Hardware. If the Customer fails to notify Techex in accordance with these requirements, the Customer shall not be entitled to reject the Hardware and shall be deemed to have accepted it in accordance with this Agreement.

3.3 Specification: If Techex provides Hardware that has been manufactured in accordance with the Customer’s specifications or instructions or using the Customer’s materials, the Customer must ensure that: (a) such specifications, instructions or materials are supplied to Techex within a reasonable time; (b) the specifications or instructions are accurate; (c) materials are of good quality and suitable for Techex’s use; (d) Hardware prepared in accordance with such specifications or instructions or using such materials will be fit for the purpose for which the Customer intends to use them; and (e) the Customer’s specifications or instructions will not result in the infringement of any Intellectual Property Rights of a third party, or in the breach of any applicable law or regulation. Techex reserves the right (i) to make any changes in the specifications of the Hardware that are necessary to ensure they conform to any applicable safety or statutory requirements; and (ii) to make without notice any minor modifications in its specifications it considers necessary or desirable.

3.4 Return of Hardware: Techex will accept the return of Hardware from the Customer only: (a) by prior arrangement and where the Customer has been allocated an authorised RMA number; (b) on payment of a restocking charge (between 25% and 100% of the price plus VAT, payable at Techex’s discretion); and (c) where the Hardware is in its original packaging and is as fit for sale on its return as it was on delivery. Techex is unable to accept the return of Hardware that has been made to the Customer’s specification.

3.5 Title: Until the Customer has paid all sums due to Techex under this Agreement: (a) all Hardware supplied by Techex remains the property of Techex; (b) the Customer must store the Hardware so that it is clearly identifiable as Techex’s property; and (c) the Customer must insure it against the risks for which a prudent owner would insure it and hold the policy on trust for Techex. The Customer may use the Hardware and sell it in the ordinary course of its business, except where: (i) Techex revokes that right by informing the Customer in writing; (ii) any of the events listed in clause 7.1(c) relating to insolvency occurs in respect of the Customer; (iii) the Customer suspends, ceases, or threatens to suspend or cease carrying on business; or (iv) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that the Customer’s ability to perform its obligations under this Agreement is in jeopardy. The Customer must inform Techex in writing immediately if any of the events in (ii), (iii) or (iv) of this clause 3.5 occurs. If the Customer’s right to use and sell the Hardware ends, the Customer shall allow Techex to remove the Hardware, and grants Techex permission to enter any premises where the Hardware may be stored (and where those premises are a third party location, shall facilitate the grant of permission to Techex) to inspect it at any time and, after such right has ended, to remove it, using reasonable force if necessary. Despite Techex’s retention of title, Techex retains the right to take legal proceedings to recover the price of Hardware supplied. The Customer is not Techex’s agent and has no authority to make any contract on Techex’s behalf or in Techex’s name.

3.6 Hardware Warranty: Techex warrants that the Hardware (a) complies with its description on Techex’s order acknowledgement form; and (b) is free from material defects at the time of delivery, subject to the Customer’s compliance with this clause 3.6. The applicable manufacturer’s warranty for the relevant Hardware (typically one or two years from the date of invoice depending on the product) shall apply. Save as set out in this clause 3.6, Techex gives no other warranty, and excludes any warranty, term or condition that would otherwise be implied as to the quality of the Hardware or its fitness for any purpose. If the Customer believes that Techex has delivered Hardware which is defective in material or workmanship, the Customer must (i) inform Techex in writing, with full details, as soon as the defect becomes apparent and in any event within twelve (12) months of the delivery date or such longer period specified in the applicable manufacturer’s warranty; and (ii) allow Techex to investigate, which may require access to the Customer’s premises and product samples. If the Hardware is found by Techex’s investigations to be defective in material or workmanship, and the Customer has complied with this clause 3.6 in full, Techex shall, at its option, complete any repairs or adjustments to the Hardware or replace the Hardware. Techex shall have no liability under this clause 3.6 for any defect arising from fair wear and tear, wilful damage, abnormal working conditions, failure to follow Techex’s instructions, or the alteration or repair of the Hardware without Techex’s approval. The remedies in this clause 3.6 are the Customer’s sole and exclusive remedies for breach of the warranty in respect of the Hardware.

3.7 Export of Hardware: Where the Hardware is supplied by Techex to the Customer by way of export from the United States or the United Kingdom, this clause 3.7 applies in addition to clause 12 (Export and Other Restrictions), except to the extent that the latter is inconsistent with any written agreement between the Parties. The ‘Incoterms 2020’ of the International Chamber of Commerce shall apply to exports of Hardware, but this Agreement shall prevail to the extent of any inconsistency. Unless otherwise agreed in the Order, the Hardware is supplied Delivered At Place (‘DAP’) to the Customer’s nominated delivery address. The Customer shall examine the Hardware immediately upon delivery for any obvious damage in transit or shortage. Details of any visible damage in transit should be noted on the carrier’s receipt note. Any claim that Hardware is damaged in transit, short delivered or not in conformity with the Order must be notified to Techex within five (5) Business Days of delivery with photographic evidence; Techex shall have no liability for such claims unless these conditions are observed. Techex’s sole liability for errors in quantity or type of Hardware supplied or for damage in transit shall be to make good any shortage or non-delivery and to repair or replace any damaged Hardware.

4 PROFESSIONAL SERVICES

4.1 The Professional Services Specification shall be recorded in a Statement of Work. Any change to the Professional Services Specification (‘Change’), must be agreed in a written change order, executed by the Parties, which records the changes to fees, timelines and other relevant terms resulting from the Change.

4.2 The Customer shall accept or reject the Deliverables within thirty (30) Business Days of receipt of the relevant Deliverable, or the date that Techex notifies the completion of the Professional Services, whichever is the later, unless another period is agreed in writing. The Customer may only reject on the basis that the Deliverables do not comply with the Professional Services Specification. Any rejection must be in writing and specifically state the relevant non-compliance. Acceptance shall not be unreasonably withheld. If the Customer does not respond within the thirty (30) Business Days for acceptance, or if the Customer uses the relevant Deliverable in a production environment, the Deliverable will be deemed accepted. The Customer may not cancel or defer provision of any Professional Services after Techex has accepted an Order.

5 SUPPORT SERVICES

5.1 Support Services shall be provided in accordance with the Support Terms.

5.2 The Customer shall only be entitled to Updates and Upgrades if it has subscribed to Support Services and may not support and maintain the Software itself. Unless otherwise specified in an Order, Support Services for Software shall run from the date that the relevant Software is accepted, or if Professional Services are to be provided in relation to the Software, the date that the relevant Professional Services Deliverables are accepted, whichever is the later. Support Services for Standalone Software and Hardware shall run from the date stipulated by the relevant licensor or manufacturer.

5.3 Essential Support Services are included with Subscription Licences. Essential Support Services for Perpetual Licences and Term Licences must be purchased at the same time as the purchase of the relevant Licence. The Customer may at its option purchase additional levels of Support Services. Support Services shall be purchased for an initial term of three (3) years (‘Support Initial Term’) unless otherwise stated in the Order and shall automatically renew for further annual periods, (each a ‘Support Renewal Term’) unless the Customer or Techex provides to the other not less than two (2) months’ notice to terminate, such notice expiring at the end of the Support Initial Term or a Support Renewal Term.

5.4 Should the Customer elect not to renew the Support Services for a Support Renewal Term and later wish to receive Support Services, Techex reserves the right to retrospectively charge Support Services fees from the date of termination to the date of reinstatement and/or provide Support Services on a time and materials basis.

6 FEES

6.1 Unless otherwise specified in the Order, the Licence Fee shall be payable in advance of the first day of the Initial Term and then on each subsequent renewal date for Renewal Terms; any Support Services fee shall be payable in accordance with the relevant quotation, and the Professional Services fees shall be as set out in the relevant Statement of Work. In each case all such fees shall be payable within 30 days of the date of the relevant invoice (the ‘Due Date’). All sums payable under this Agreement are exclusive of value added tax and any other local sales taxes, for which the Customer shall be responsible. If the Customer fails to make any payment due to Techex under this Agreement by the Due Date, then, without limiting Techex’s remedies under this Agreement, Techex shall have the right to suspend access to the Software and/or Support Services and/or Professional Services and the Customer shall pay interest on the overdue amount at the rate of 8% per annum. 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. All amounts payable to Techex from the Customer under this Agreement shall become immediately due and payable on termination of this Agreement for any reason.

6.2 Unless otherwise specified in the Order, where the Licence is a Subscription Licence, Techex may amend the Licence Fee payable by the Customer by giving the Customer written notice of a change in Licence Fee within a reasonable period before expiry of the Initial Term or a Renewal Term (‘Subscription Renewal Notice’). In the event Customer does not agree with the Licence Fee change the Customer shall be entitled to terminate the Licence by giving Techex written notice of termination within one month of receipt of the Subscription Renewal Notice, failing which the Subscription Licence shall be automatically renewed at the amended Licence Fee. Customer shall pay such amended Licence Fee in accordance with clause 6.1.

6.3 Techex may amend the fees payable by the Customer for Support Services by giving the Customer written notice of the change of Support Services fees within a reasonable period before expiry of the Support Initial Term or a Support Renewal Term (‘Support Renewal Notice’). In the event Customer does not agree with the change to the Support Services fee the Customer shall be entitled to terminate the Support Services by giving Techex written notice of termination within one month of receipt of the Support Renewal Notice, failing which the Support Services shall be automatically renewed at the amended Support Services fee. Customer shall pay such amended Support Services fee in accordance with clause 6.1.

7 TERMINATION

7.1 Without affecting any other right or remedy available to it, Techex may terminate this Agreement with immediate effect by giving written notice to the Customer if: (a) the Customer fails to pay any amount due under this Agreement on the Due Date and remains in default not less than thirty (30) days after being notified in writing to make such payment; (b) the Customer commits a material or persistent breach of any other term of this Agreement and if such breach is remediable, fails to remedy that breach within a period of thirty (30) days after service of notice in writing requiring the Customer to do so; or (c) if the Customer takes or has taken against it (other than in relation to a solvent restructuring) any step or action in connection with entering bankruptcy, administration, provisional liquidation or any composition or arrangement with the Customer’s creditors, has a receiver or trustee appointed for any of its assets, is dissolved or liquidated (whether voluntarily or by order of a court) or ceases to carry on business, or enters a procedure with a similar effect in any jurisdiction. Where Techex has the right under this clause 7.1 to terminate this Agreement or an Order hereunder it may, at its sole discretion, terminate all Orders in existence at the time of termination as well as this Agreement.

7.2 Upon the termination of this Agreement for any reason, (other than Customer’s termination of Support Services, in which case Licence rights shall survive): (a) all rights granted to the Customer under this Agreement shall cease; and (b) the Customer must immediately: (i) cease all activities authorised by this Agreement; (ii) permanently delete or remove the Software from all computer equipment in the Customer’s possession; (iii) destroy or return to Techex (at Techex’s option) all copies of the Software and Reference Manuals in the Customer’s possession, custody or control and, in the case of destruction, certify to Techex that all such Software and Reference Manuals have been destroyed; and (iv) pay to Techex all amounts due and outstanding as of the date of such termination or expiration.

8 LIMITED WARRANTIES

8.1 Software: Techex warrants that for a period of ninety (90) days after the delivery date of the Software (‘the Software Warranty Period’) the Software will operate substantially in accordance with the Software Specification when properly used on an operating system for which it was designed.

8.2 The warranties in clause 8.1 do not apply if: (a) the failure of the Software to comply with the Software Specification results from the Customer or a third party having altered or modified the Software or attempted to do so; (b) the defect or fault in the Software results from the Customer having used the Software in breach of the terms of this Agreement, or allowed a third party to do so; (c) the Customer engages in any improper or unauthorised operation of the Software, including uses prohibited or not permitted by the Order, or allows a third party to do so; (d) the Customer installs or uses the Software on or in connection with any hardware or software not specified in the Order or Software data sheets, or allows a third party to do so; or (e) the Customer fails to report the failure of the Software to comply with the Software Specification to Techex in writing within the Software Warranty Period.

8.3 As the Customer’s sole and exclusive remedy for breach of the warranty, Techex will use reasonable efforts to correct a failure of the Software to operate substantially in accordance with the Software Specification, provided that in lieu of initiating reasonable efforts to correct any such breach, Techex may, in its absolute discretion, either: (a) replace the Software (or any part thereof) with other software or technology which substantially conforms to the Software Specification; or (b) terminate this Agreement immediately by providing notice in writing to Customer and refund a pro-rated portion of the Licence Fee paid for the relevant Software.

8.4 Professional Services: Techex warrants that the Professional Services shall be provided with reasonable care and skill and that any Deliverables shall conform with the Professional Services Specification for a period of ninety (90) days from acceptance. Where the Professional Services include integration services, Techex shall only be responsible for the performance of the Software and not any other elements of the Customer’s network. Customer’s sole remedy for breach of the warranty in this clause 8.4 shall be re-performance of the Professional Services.

8.5 Support Services: Techex warrants that the Support Services shall be provided with reasonable care and skill.

8.6 The express warranties in this clause 8 are in lieu of all other warranties, whether express or implied, or statutory, regarding the Professional Services and Support Services, Software, or its operations, functionality, performance, or fitness for any particular purpose, including any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose and non-infringement of third party rights, all of which are disclaimed to the fullest extent permitted by law. Techex does not warrant that the Software, the Professional Services or the Support Services will meet all of the Customer’s needs or requirements, or that the use of the Software will be uninterrupted or error-free, or that all errors will be detected or corrected.

9 LIMITATION OF LIABILITY

9.1 The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the Customer’s individual requirements, including any particular cybersecurity requirements that the Customer might be subject to under the law or otherwise.

9.2 In no event shall Techex or its officers, employees, agents, representatives, or members, owners of the Third Party Software Components, or anyone else who has been involved in the creation, or delivery of the Software, be liable to the Customer, the Customer’s customers or to any other third party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

(a) loss of profits, sales, savings, business or revenue;

(b) loss of use or interruption of business;

(d) wasted expenditure;

(e) loss of business opportunity, goodwill or reputation; or

(f) any special, indirect, exemplary or consequential loss, damage, charges or expenses, incidental, punitive or special damages;

arising from any claim or action hereunder, whether resulting from impaired or lost data, software or computer failure, support failure or any other cause, and whether or not such Party has been advised of the possibility of such damages, and regardless of whether any of such losses in clauses 9.2 (a) – (f) above are direct or indirect.

9.3 Other than the losses set out in clause 9.2 (for which Techex is not liable), Techex’s maximum aggregate liability under or in connection with this Agreement (including for the avoidance of doubt when providing Support Services and Professional Services) or any collateral contract whether in contract, tort (including negligence), or howsoever caused, shall not exceed a sum equal to the lower of the amounts paid to Techex by the Customer during the twelve (12) month period preceding the date on which the claim arose or £1,000,000 (one million pounds sterling).

9.4 Nothing in this Agreement shall limit or exclude Techex’s liability for: (a) death or personal injury resulting from its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by law.

10 INTELLECTUAL PROPERTY RIGHTS AND INDEMNITIES

10.1 The Customer acknowledges that all current and future Intellectual Property Rights anywhere in the world in the Software belong to Techex and its licensors (as the case may be).

10.2 Subject to clause 10.3, clause 10.4 and clause 10.7 below, Techex will defend the Customer from or, at its absolute discretion, settle any claim or action brought against the Customer alleging that the possession or use of the Software, or any part thereof, in accordance with the terms of this Agreement infringes the Intellectual Property Rights in the Territory of a third party (a ‘Claim’) and shall indemnify the Customer for any reasonable losses, damages, costs (including reasonable legal fees) and reasonable expenses incurred by or awarded against Customer as a result of or in connection with any such Claim up to the limit in clause 9 above. The indemnity in this clause 10.2 is the Customer’s sole remedy in the event of a Claim.

10.3 The remedies under clause 10.2 shall not apply where the Claim in question is attributable, directly or indirectly to (a) possession or use of the Software, or any part thereof, by the Customer other than in accordance with the terms of this Agreement, (b) use of the Software in combination with any hardware or software not supplied or specified by Techex, (c) use of a non-current version of the Software, (d) the possession or use of any Third Party Software Components or Standalone Software, or (e) through the breach by the Customer of any Third Party Additional Terms.

10.4 If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, Techex’s obligations under clause 10.2 are conditional on the Customer: (a) as soon as reasonably practicable, giving written notice of the Claim to Techex, specifying the nature of the Claim in reasonable detail; (b) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Techex (such consent not to be unreasonably withheld or delayed); (c) giving Techex sole conduct of the defence of the Claim, and (d) giving all reasonable assistance to Techex and its professional advisers.

10.5 If any Claim is made, or in Techex’s reasonable opinion is likely to be made, against the Customer, Techex may at its sole option and expense in relation to the Software or any part thereof: (a) procure for Customer the right to continue to use it in accordance with the terms of this Agreement; (b) modify, suspend, withdraw or replace it so that it ceases to be infringing; (c) replace it with non-infringing software; or (d) terminate this Agreement immediately by notice in writing to the Customer. On termination under this clause 10.5 all rights granted to the Customer under this Agreement shall cease, and: (i) the Customer must immediately and permanently delete or remove the Software from all computer equipment in the Customer’s possession and must immediately return to Techex all copies of the Software and Reference Manuals in the Customer’s possession, custody or control; and (ii) Techex shall refund any of the Licence Fee paid by Customer as at the date of termination (less a reasonable sum in respect of Customer’s use of the Software to the date of termination) on return of the Software and all copies thereof.

10.6 Should any Claim arise in relation to Customer’s use of Third Party Software Components, Techex will take reasonable steps to mitigate the effect of such Claim, which may include but are not limited to: (a) replacing an infringing component with a component of similar functionality; or (b) providing a workaround such that the relevant component is no longer required. Techex hereby excludes any liability for any Claim relating to Third Party Software Components and/or Standalone Software to the fullest extent permitted by law.

10.7 The Customer shall indemnify and hold Techex harmless against any loss or damage which it may suffer or incur as a result of Customer’s breach of any Third Party Additional Terms or the terms of the Licence to any Standalone Software howsoever arising. Techex may treat Customer’s breach of any Third Party Additional Terms as a material breach of this Agreement.

10.8 The following patent notices are provided to the Customer in respect of software owned by MPEG LA, L.L.C:

(a) THIS SOFTWARE IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENCE FOR THE PERSONAL USE OF A CONSUMER OR OTHER USES IN WHICH IT DOES NOT RECEIVE REMUNERATION TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO. NO LICENCE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.VIA-LA.COM

(b) THIS SOFTWARE IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENCE. SUCH LICENCE EXTENDS TO THIS SOFTWARE ONLY AND ONLY TO THE EXTENT OF OTHER NOTICES WHICH MAY BE INCLUDED HEREIN. THE LICENCE DOES NOT EXTEND TO ANY OTHER SOFTWARE REGARDLESS OF WHETHER SUCH SOFTWARE IS INCLUDED WITH THIS LICENCED SOFTWARE IN A SINGLE ARTICLE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.VIA-LA.COM

(c) The Customer may only use codec functionality for encoding its own content and decoding content for internal playback. The Customer may not operate encoding/decoding as a service for third parties without separate licensing from MPEG LA or applicable patent pools.

10.9 The following patent notice is provided to the Customer in respect of software owned by Vectis IP Ltd:

(a) This Software or service includes JPEG XS compliant features that are covered by patents in the United States and in other jurisdictions owned by intoPIX SA (‘intoPIX’) and/or Fraunhofer-Gesellschaft zur Foerderung der angewandten Forschung E.V. (‘Fraunhofer’) and listed at www.jpegxspool.com. Additional patents may be pending in United States and elsewhere.

11 CONFIDENTIALITY

11.1 Each Party shall not, at any time during this Agreement and thereafter, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers (including trade secrets and information of commercial value) of the other Party or any of its Affiliates, or Techex’s licensors or any of their Affiliates, except (a) 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 this Agreement, (provided that each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party's confidential information are contractually bound to comply with terms equivalent to this clause 11); (b) as may be required by law, an order of a court of competent jurisdiction or any governmental or regulatory authority, provided that to the fullest extent permitted by law, the relevant Party shall inform the disclosing Party of such request promptly to give the disclosing Party an option to contest the originator of the request; or (c) with the prior written consent of the other Party. Each Party shall use its reasonable efforts to prevent the unauthorised disclosure of any such confidential information. No Party may use the other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement. The provisions of this clause 11 shall not apply to information that (a) is in or enters the public domain without any act or omission of the other Party, (b) was in the other Party’s lawful possession prior to the disclosure (c) is lawfully disclosed to the other Party by a third party without duty of confidentiality, or (d) is independently developed.

12 EXPORT AND OTHER RESTRICTIONS

12.1 Neither Party shall export, directly or indirectly, any technical data acquired from the other Party under this Agreement or any Software or Standalone Software, incorporating any such data, in breach of any applicable laws or regulations (‘Export Control Laws’), including United States, United Kingdom and European Union export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export Licence or other governmental approval without first obtaining such Licence or approval. Each Party undertakes contractually to oblige any third party to whom it discloses or transfers any such data or Software to make an undertaking to it in similar terms and if requested, to provide the other Party with any reasonable assistance, at the reasonable cost of the other Party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.

12.2 Each Party shall comply with all applicable: (a) sanctions laws, (b) technology control laws and regulations; (c) Export Control Laws and shall not export or re-export the Software or Standalone Software to embargoed states and shall comply with all relevant audit and reporting requirements, including usage logging and royalty reporting where required.

13 DATA AND THIRD PARTY CONTENT

13.1 The Customer’s data and the Customer’s use of the Software must not (a) interfere in any manner with the functionality or proper working of the Software; (b) stream any material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless Customer is the owner of such rights or has permissions from the rightful owner to post the material; (c) constitute, promote, facilitate or permit any illegal activities, including without limitation, activities that might be libellous or defamatory, invasive of privacy or publicity rights, abusive or otherwise malicious or harmful to any person or entity; (d) distribute, share or facilitate unauthorised data, malware, viruses, Trojan horses, spyware, worms or other malicious or harmful distributions; (e) be used for non-Licenced fields including but not limited to surveillance, telemetry or non-AV data transmission; or (f) otherwise violate, misappropriate or infringe the Intellectual Property Rights, privacy, publicity, contractual or other proprietary rights of any third party.

13.2 The Customer shall be solely responsible for any Third Party Content (including the Customer’s own, Customer’s customers’ or any other third party data) stored in the Software or accessible through the Software and shall put in place appropriate backup processes and systems to protect such Third Party Content.

13.3 The Customer agrees that Techex may collect and use technical data and related information, including but not limited to technical information about Customer’s device, system and application software and peripherals, that is gathered periodically to facilitate the provision of Updates, Upgrades, Support Services and other services to the Customer (if any) related to the Software. Techex may use this information, as long as it is in a form that does not identify Customer or its customers, to improve its Software or to provide services or technologies to Customer.

13.4 The Software is not intended for processing Personal Data. Any processing of Personal Data is incidental, and each of the Parties agree to comply with their obligations under the applicable data protection and/or privacy legislation.

14 MISCELLANEOUS

14.1 Customer may not assign, sub-license, or transfer or delegate this Agreement (whether by operation of law or otherwise) without the prior written consent of Techex, such consent not to be unreasonably withheld or delayed.

14.2 Techex may update the terms of the Licence at any time on notice to the Customer in accordance with clause 14.12. The Customer’s continued use of the Software and/or the Reference Manuals following receipt of such notice shall be deemed acceptance of the update. If the Customer does not wish to accept the amended terms of this Agreement it must immediately stop using and accessing the Software.

14.3 No failure or delay by either Party in exercising any right, power or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.

14.4 For any Third Party Software Components within the Software, the applicable licensor is a third party beneficiary of this Agreement with the right to enforce directly the obligations set forth in this Agreement against the Customer. Except as stated, this Agreement does not give rise to any rights to third parties to enforce any term of this Agreement and the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.

14.5 Techex is not responsible for examining or evaluating the data, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of any Third Party Content. Techex does not warrant or endorse and does not assume and will not have any liability or responsibility to the Customer or any other person for any Third Party Content. The Customer agrees that any Third Party Content may contain proprietary information and material that is protected by applicable Intellectual Property Rights and other laws, including but not limited to copyright, and that the Customer will not use such proprietary content, information or materials in any way whatsoever except for permitted uses of the Third Party Content.

14.6 The Customer’s further reuse, retransmission, rebroadcast, display or other distribution of Third Party Content using the Software may require that the Customer obtains a Licence from and/or pay royalties to the owners of certain third party audio and video formats. The Customer agrees that it is solely responsible for obtaining such Licences and paying such royalties as may be required from time to time.

14.7 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. The Parties hereby consent to the exclusive jurisdiction of the courts of England and Wales. This clause 14.7 shall not apply to the limited extent necessary to permit Techex to apply for interim or protective relief to protect its Intellectual Property Rights, confidential information, or those of a relevant third party in a court other than the courts of England and Wales. For these purposes, Techex may seek such relief in any court of competent jurisdiction.

14.8 Each of the terms and conditions of this Agreement operates separately. If any provision of this Agreement is held by a court of competent jurisdiction to be unlawful or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

14.9 Techex shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement that is caused by any act or event beyond Techex’s reasonable control, including without limitation failure of public or private telecommunication networks.

14.10 This Agreement, together with the Order, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Techex and the Customer with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

14.11 The Customer acknowledges that in entering into this Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement or any document expressly referred to in it.

14.12 All notices served hereunder shall be in writing and shall be deemed to have been served: (a) when delivered by hand with written confirmation of receipt; (b) when received by the addressee if sent by a nationally recognised overnight courier with written receipt; (c) 24 hours after an email is sent; or (d) on the third day after the date posted, by certified or registered post, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set forth on the Order, or to such other address as may be designated by a Party from time to time by communication in accordance with this clause 14.12.

14.13 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry.

14.14 If there is an inconsistency between: (a) any of the provisions of this Agreement and the provisions of the Order or Statement of Work, the provisions of the Order or Statement of Work shall prevail (but not in respect of any legal terms and conditions put forward by the Customer); or (b) any of the provisions of this Agreement and Support Terms, the Support Terms shall prevail solely as they apply to the Support Services provided to the Customer.

TECHEX INC. STANDARD TERMS AND CONDITIONS OF TRADING

These terms and conditions govern Orders placed by the relevant customer (‘Customer’) for software, hardware and services from Techex Inc., a company registered in the State of Delaware, whose registered office is at 8 The Green STE 4347, Dover, DE 19901, USA (‘Techex’), unless Techex and Customer (the ‘Parties’) have agreed and duly executed an alternative applicable master agreement between them. Each Order, once accepted by Techex, creates a legally binding agreement on these terms and conditions (‘Agreement’). Any additional legal terms and conditions submitted by the Customer in any other documents, including but not limited to the Order, shall be of no legal force or effect, unless specifically agreed to in writing between the Parties and executed by an authorized representative of each of them.These terms apply for orders made from 22nd October 2026 onwards.

1 DEFINITIONS

1.2 Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

1.3 Business Day: means a day other than a Saturday, Sunday or public holiday in the State of New York, when banks in New York City are open for business.

1.4 Deliverable: means the output of the Professional Services.

1.5 Hardware: means any hardware set out in the Order.

1.7 License Fee: means the consideration paid to Techex for use of the Software, as set out in the Order.

1.8 License Metrics: means the parameters, restrictions and units of measurement on which the Customer's right to use the Software is granted and priced, as set out in the Order, including (without limitation) the permitted number of concurrent users, named users, seats, devices, instances, servers, CPUs or cores, the Territory, the environment (production, test, development), whether or not the Software may be used to provide a managed service, and any volume, throughput or transaction limits.

1.9 Open Source Software: means open source software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org).

1.10 Order: means the document or documents, such as a quote, purchase order, Statement of Work, order form, or combination of them, agreed between the Parties, which contains details of and the relevant price of the Software, License type, and any Professional Services, Support Services and/or Hardware ordered by the Customer.

1.11 Personal Information: means any information relating to an identified or identifiable natural person.