RJV TECHNOLOGIES LTD TERMS AND CONDITIONS OF SERVICE

Document Version: 1.0
Effective Date: January 1, 2026
Last Updated: July 2, 2025
Document Classification: Public Policy
Approval Authority: Chief Executive Officer
Review Cycle: Annual
Next Review Date: January 1, 2027
Company Registration: RJV TECHNOLOGIES LTD (Company Number: 11424986)

CHAPTER 1: DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms and Conditions unless the context otherwise requires the following expressions shall have the following meanings:

“Affiliate” means with respect to any entity, any other entity that directly or indirectly controls is controlled by or is under common control with such entity where “control” means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of such entity whether through ownership of voting securities by contract or otherwise.

“Agreement” means these Terms and Conditions as they may be amended, modified or supplemented from time to time in accordance with the provisions hereof.

“Applicable Law” means all applicable laws, statutes, regulations, ordinances, rules, judgments, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions whether now or hereafter in effect and in each case as amended and the interpretations thereof by relevant governmental authorities in any jurisdiction where the Services are provided or accessed.

“Business Day” means any day that is not a Saturday, Sunday or public holiday in England and Wales or in the jurisdiction where the Client is located if different from England and Wales.

“Client” means any individual, corporation, partnership, limited liability company, trust, estate, cooperative, association or other entity or organization that accesses, uses or attempts to use the Services provided by the Company.

“Client Data” means all data, information, content, materials and documentation in any form or medium that is provided, uploaded, transmitted or otherwise made available to the Company by or on behalf of the Client in connection with the Services.

“Company” means RJV Technologies Limited, a company incorporated under the laws of England and Wales and includes its successors, assigns, officers, directors, employees, agents, contractors and representatives.

“Confidential Information” means all non public, proprietary or confidential information disclosed by one party to another whether orally, in writing, electronically or in any other form including but not limited to technical data, trade secrets, know how, research, product plans, products, services, customers, client lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information.

“Content” means all text, graphics, images, music, software, audio, video, information, data or other materials.

“Dispute” means any controversy, claim or dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof.

“Force Majeure Event” means any event or circumstance beyond the reasonable control of a party including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, government actions, epidemics, pandemics, failure of telecommunications or internet services, cyberattacks or any other cause beyond the reasonable control of the affected party.

“Intellectual Property Rights” means all intellectual property rights worldwide including but not limited to patents, trademarks, service marks, trade names, copyrights, trade secrets, database rights, design rights, domain names, moral rights and all other similar or equivalent rights whether registered or unregistered and all applications for registration of any of the foregoing.

“Personal Data” has the same meaning as defined in the General Data Protection Regulation (EU) 2016/679 and any successor or replacement legislation and includes any information relating to an identified or identifiable natural person.

“Platform” means the Company’s proprietary technology platform including all software, applications, interfaces, databases and related systems used to provide the Services.

“Services” means all services, products, software, platforms, applications, content and other offerings provided by the Company to Clients whether now existing or hereafter developed.

“Third Party” means any person or entity other than the Company or the Client.

“User” means any individual who accesses or uses the Services on behalf of a Client or in their individual capacity.

1.2 Interpretation

In this Agreement unless the context otherwise requires:

(a) words importing the singular include the plural and vice versa;

(b) words importing any gender include all genders;

(d) headings are for convenience only and do not affect interpretation;

(e) references to any statute or statutory provision include any subordinate legislation made under it and any modification, consolidation, re-enactment or replacement thereof;

(f) the words “including”, “include” and “includes” are deemed to be followed by the phrase “without limitation”;

(g) references to any agreement or document are to that agreement or document as amended, modified or supplemented from time to time and

(h) time references are to local time in the jurisdiction where the Company’s registered office is located unless otherwise specified.

CHAPTER 2: ACCEPTANCE AND FORMATION OF CONTRACT

2.1 Agreement Formation

These Terms and Conditions constitute a legally binding agreement between the Company and the Client upon the earliest occurrence of any of the following events:

(a) the Client’s electronic acceptance of these terms through any digital interface provided by the Company;

(b) the Client’s execution of a written agreement that incorporates these terms by reference;

(d) the Client’s payment of any fees associated with the Services or

(e) any other conduct by the Client that demonstrates acceptance of these terms.

The Client acknowledges and agrees that electronic acceptance through digital interfaces, including but not limited to clicking “I agree,” “Accept” or similar buttons or checking boxes indicating agreement constitutes valid and binding acceptance equivalent to handwritten signatures.

2.2 Capacity and Authority

By accepting these Terms and Conditions the Client represents and warrants that:

(a) if an individual, they have reached the age of majority in their jurisdiction and have the legal capacity to enter into binding agreements;

(b) if an entity, they are duly organized, validly existing and in good standing under the laws of their jurisdiction of incorporation or formation;

(c) they have the full corporate or other power and authority to enter into this Agreement and to perform their obligations hereunder;

(d) the execution of this Agreement has been duly authorized by all necessary corporate or other action;

(e) the person executing this Agreement on behalf of the Client has been duly authorized to do so and

(f) this Agreement has been duly executed and delivered by the Client and constitutes a valid and binding obligation of the Client enforceable in accordance with its terms.

2.3 Modifications and Amendments

The Company reserves the right to modify, amend or update these Terms and Conditions at any time in its sole discretion.

Any modifications will become effective immediately upon posting of the revised terms on the Company’s website or other designated platform or upon notice to the Client whichever occurs first.

The Client’s continued use of the Services following any such modification constitutes acceptance of the modified terms.

If the Client does not agree to any modifications, their sole remedy is to discontinue use of the Services and terminate this Agreement in accordance with the termination provisions herein.

The Company will make reasonable efforts to provide advance notice of material changes but is not obligated to do so.

Notwithstanding the foregoing certain provisions of this Agreement may only be modified by written agreement signed by both parties.

CHAPTER 3: SCOPE OF SERVICES AND SERVICE LEVELS

3.1 Service Provision

The Company agrees to provide the Services to the Client in accordance with the terms and conditions set forth herein and any applicable Service Level Agreements, Statements of Work or other written agreements between the parties.

The specific scope, specifications, deliverables, timelines and performance metrics for the Services shall be as described in the relevant service documentation, proposals or agreements.

The Company reserves the right to modify, enhance, discontinue or substitute any aspect of the Services at any time provided that such modifications do not materially diminish the overall functionality or performance of the Services without appropriate notice to the Client.

3.2 Service Availability and Performance

While the Company endeavours to provide uninterrupted access to the Services, the Company does not guarantee that the Services will be available at all times or that they will be free from errors, defects, viruses or other harmful components.

The Company will use commercially reasonable efforts to maintain service availability and performance in accordance with industry standards but acknowledges that no system or service can achieve perfect uptime or performance.

Scheduled maintenance, upgrades and emergency repairs may require temporary service interruptions for which the Company will provide reasonable advance notice when practicable.

3.3 Technical Support and Maintenance

The Company will provide technical support and maintenance services in accordance with its then current support policies and procedures.

Support services may include troubleshooting, bug fixes, security updates and general assistance with the use of the Services.

The level and scope of support provided may vary depending on the Client’s service tier, subscription level or separate support agreements.

The Company reserves the right to modify its support policies and procedures from time to time provided that any material reductions in support levels are communicated to affected Clients with reasonable advance notice.

3.4 Third Party Dependencies

The Services may rely on or integrate with third-party platforms, services, software or infrastructure.

The Company is not responsible for the availability, performance, functionality or security of such third party components and any interruption or degradation of third party services may affect the Company’s ability to provide the Services.

The Company will use reasonable efforts to select reputable third party providers and to implement appropriate contingency measures but cannot guarantee the performance or availability of third party dependencies.

CHAPTER 4: CLIENT OBLIGATIONS AND RESPONSIBILITIES

4.1 Compliance with Laws and Regulations

The Client shall comply with all Applicable Laws in connection with their use of the Services including but not limited to laws relating to data protection, privacy, cybersecurity, export controls, sanctions, anti corruption, anti money laundering, consumer protection and industry specific regulations.

The Client acknowledges that the Services may be subject to various legal and regulatory requirements in different jurisdictions and the Client is solely responsible for ensuring that their use of the Services complies with all such requirements in all relevant jurisdictions.

4.2 Acceptable Use

The Client agrees to use the Services only for lawful purposes and in accordance with this Agreement.

The Client shall not, and shall not permit any User to:

(a) use the Services in any manner that violates any Applicable Law or regulation;

(b) infringe, misappropriate or violate any Intellectual Property Rights or other proprietary rights of the Company or any Third Party;

(c) transmit, store or process any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit or otherwise objectionable;

(d) engage in any activity that could damage, disable, overburden or impair the Services or interfere with any other party’s use of the Services;

(e) attempt to gain unauthorized access to the Services, other users’ accounts or computer systems or networks;

(f) use automated means to access the Services except as specifically authorized by the Company;

(g) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Services;

(h) remove, alter or obscure any proprietary notices on the Services or

(i) use the Services to develop competing products or services.

4.3 Data Accuracy and Security

The Client is solely responsible for the accuracy, completeness and integrity of all Client Data provided to the Company.

The Client shall implement and maintain appropriate technical and organizational measures to ensure the security of Client Data, including but not limited to access controls, encryption, regular backups and employee training.

The Client shall promptly notify the Company of any known or suspected security incidents, data breaches or unauthorized access to Client Data.

4.4 User Management and Access Controls

The Client is responsible for managing all Users who access the Services on the Client’s behalf including but not limited to implementing appropriate access controls, monitoring user activity ensuring compliance with this Agreement and promptly revoking access for former employees or other individuals who should no longer have access.

The Client shall be liable for all actions taken by Users in connection with the Services whether or not such actions were authorized by the Client.

CHAPTER 5: INTELLECTUAL PROPERTY RIGHTS

5.1 Company Intellectual Property

The Company retains all right, title and interest in and to the Services, Platform and all related technology, software, documentation, processes and know how including all Intellectual Property Rights therein.

Nothing in this Agreement grants to the Client any ownership rights in the Company’s Intellectual Property Rights.

The Client acknowledges that the Services contain proprietary and confidential information of the Company and its licensors and the Client agrees not to disclose, reproduce or otherwise use such information except as expressly permitted under this Agreement.

5.2 Client Data Rights

As between the Company and the Client, the Client retains all right, title and interest in and to the Client Data subject to the rights granted to the Company under this Agreement.

The Client grants to the Company a non exclusive, worldwide, royalty free license to use, copy, store, transmit, modify and process Client Data solely to the extent necessary to provide the Services and fulfil the Company’s obligations under this Agreement.

This license shall terminate upon termination of this Agreement except to the extent necessary for the Company to comply with legal obligations or enforce its rights under this Agreement.

5.3 Derivative Works and Improvements

Any modifications, enhancements, improvements or derivative works created by the Company in connection with the Services whether based on Client Data, feedback or otherwise shall be owned exclusively by the Company.

The Client hereby assigns to the Company all right, title and interest in any such modifications, enhancements, improvements or derivative works and agrees to execute any documents reasonably necessary to effectuate such assignment.

5.4 Feedback and Suggestions

Any feedback, suggestions, ideas or other information provided by the Client to the Company regarding the Services shall be deemed non confidential and non proprietary and the Company shall have the right to use, disclose, reproduce, modify and exploit such feedback without restriction or compensation to the Client.

The Client waives any claims to ownership or compensation related to the Company’s use of such feedback.

5.5 Infringement Claims

If the Client becomes aware of any actual or potential infringement of the Company’s Intellectual Property Rights the Client shall promptly notify the Company in writing and shall cooperate with the Company in any enforcement actions.

The Company reserves all rights to enforce its Intellectual Property Rights including the right to seek injunctive relief and monetary damages.

CHAPTER 6: DATA PROTECTION AND PRIVACY

6.1 Data Processing Compliance

The parties acknowledge that in the course of providing the Services the Company may process Personal Data on behalf of the Client. The Company agrees to process such Personal Data only in accordance with the Client’s documented instructions, this Agreement and all Applicable Laws relating to data protection and privacy including but not limited to the General Data Protection Regulation (EU) 2016/679, the California Consumer Privacy Act and any other applicable data protection legislation in jurisdictions where the Services are provided or Personal Data subjects are located.

6.2 Data Processing Agreement

To the extent that the Company processes Personal Data on behalf of the Client, the parties acknowledge that a separate Data Processing Agreement may be required to govern such processing activities.

Such Data Processing Agreement shall be incorporated into this Agreement by reference and shall include appropriate technical and organizational measures to ensure the security and confidentiality of Personal Data procedures for handling data subject requests, provisions for data breach notification and other safeguards required by Applicable Law.

6.3 International Data Transfers

The Client acknowledges that the provision of the Services may require the transfer of Personal Data across international borders including to jurisdictions that may not provide an adequate level of data protection as determined by relevant data protection authorities.

The Company will implement appropriate safeguards for such transfers as required by Applicable Law including but not limited to standard contractual clauses approved by the European Commission, adequacy decisions or other transfer mechanisms recognized under applicable data protection legislation.

6.4 Data Subject Rights

The Company will provide reasonable assistance to the Client in responding to requests from data subjects to exercise their rights under applicable data protection laws including rights of access, rectification, erasure, portability and objection.

The Client acknowledges that such assistance may be subject to additional fees if the requests require substantial time or resources to fulfil.

6.5 Data Retention and Deletion

Upon termination of this Agreement the Company will at the Client’s election either return or securely delete all Personal Data processed on behalf of the Client unless retention is required by Applicable Law.

The Company will provide the Client with reasonable advance notice of any data deletion activities to allow the Client to retrieve any data they wish to retain.

CHAPTER 7: FINANCIAL TERMS AND PAYMENT OBLIGATIONS

7.1 Fees and Payment Terms

The Client agrees to pay all fees associated with the Services as set forth in the applicable pricing schedule, Statement of Work or other written agreement between the parties.

Unless otherwise specified all fees are payable in advance and are non refundable.

Payment terms are net thirty (30) days from the invoice date unless otherwise agreed in writing.

All amounts due under this Agreement shall be paid in full without setoff, counterclaim or deduction of any kind.

7.2 Late Payment and Interest

If any payment is not received by the Company within thirty (30) days of the due date, the Company may in addition to any other remedies available at law or in equity:

(a) charge interest on the overdue amount at a rate of one and one half percent (1.5%) per month or the maximum rate permitted by Applicable Law, whichever is less;

(b) suspend or terminate the Client’s access to the Services;

(d) require the Client to pay all reasonable costs and expenses incurred in connection with collection efforts including attorney fees and court costs.

7.3 Taxes and Duties

Each party shall be responsible for its own taxes arising from or relating to this Agreement.

The Client shall be responsible for all sales use value added goods, services and other taxes, duties and assessments imposed by any governmental authority on the Services or payments made hereunder excluding only taxes imposed on the Company’s net income.

If the Company is required to collect or pay any such taxes, the Client shall pay such amounts to the Company in addition to the fees specified herein.

7.4 Price Changes

The Company reserves the right to modify its pricing for the Services at any time upon thirty (30) days’ written notice to the Client.

Price increases shall apply to Services provided after the effective date of the increase but shall not affect fees already paid or amounts due under existing invoices.

If the Client does not agree to a price increase the Client may terminate this Agreement in accordance with the termination provisions herein.

7.5 Disputed Amounts

If the Client disputes any invoice or portion thereof the Client must notify the Company in writing within fifteen (15) days of the invoice date specifying the basis for the dispute in reasonable detail.

The Client shall pay all undisputed amounts by the due date.

The parties shall work in good faith to resolve any billing disputes within thirty (30) days of notification.

CHAPTER 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations

Each party represents and warrants to the other that:

(a) it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(b) the execution of this Agreement by such party has been duly authorized by all necessary corporate action on the part of such party;

(c) this Agreement has been duly executed and delivered by such party and constitutes a valid and binding obligation of such party enforceable against such party in accordance with its terms;

(d) neither the execution and delivery of this Agreement nor the performance of such party’s obligations hereunder will violate any law, regulation or agreement to which such party is subject and

(e) there are no pending or threatened legal proceedings that would materially impair such party’s ability to perform its obligations under this Agreement.

8.2 Company Warranties

The Company represents and warrants that:

(a) it has the necessary expertise, resources and capabilities to provide the Services in accordance with this Agreement;

(b) the Services will be performed in a workmanlike manner in accordance with industry standards;

(d) the Company will comply with all Applicable Laws in the performance of its obligations under this Agreement and

(e) to the Company’s knowledge the use of the Services by the Client in accordance with this Agreement will not infringe any third party Intellectual Property Rights.

8.3 Client Warranties

The Client represents and warrants that:

(a) it has the right to provide all Client Data to the Company and to grant the rights in Client Data as contemplated by this Agreement;

(b) the Client Data does not and will not violate any Applicable Law or infringe any third party rights;

(c) the Client has obtained all necessary consents and authorizations for the processing of Personal Data contained in Client Data;

(d) the Client will use the Services only for lawful purposes and in compliance with this Agreement and

(e) all information provided by the Client to the Company is true, accurate and complete.

8.4 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO OTHER WARRANTIES, REPRESENTATIONS OR GUARANTEES WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE OR THAT ANY DEFECTS WILL BE CORRECTED.

CHAPTER 9: INDEMNIFICATION PROVISIONS

9.1 Company Indemnification

The Company agrees to defend indemnify and hold harmless the Client, its officers, directors, employees, agents and representatives from and against any and all third party claims, demands, suits, proceedings, losses, damages, liabilities, costs and expenses (including reasonable attorney fees) arising out of or relating to:

(a) any breach by the Company of its representations, warranties or obligations under this Agreement;

(b) any gross negligence or wilful misconduct by the Company in the performance of the Services;

(c) any claim that the Services when used by the Client in accordance with this Agreement infringe any third party Intellectual Property Rights or

(d) any violation of Applicable Law by the Company in connection with the Services.

9.2 Client Indemnification

The Client agrees to defend, indemnify and hold harmless the Company, its officers, directors, employees, agents and representatives from and against any and all third party claims, demands, suits, proceedings, losses, damages, liabilities, costs and expenses (including reasonable attorney fees) arising out of or relating to:

(a) any breach by the Client of its representations, warranties or obligations under this Agreement;

(b) any gross negligence or wilful misconduct by the Client or any User;

(c) any claim relating to Client Data including but not limited to claims of infringement, violation of privacy rights or non compliance with data protection laws;

(d) any violation of Applicable Law by the Client or any User or

(e) any unauthorized use of the Services by the Client or any User.

9.3 Indemnification Procedures

The party seeking indemnification (the “Indemnified Party”) shall:

(a) promptly notify the indemnifying party (the “Indemnifying Party”) in writing of any claim for which indemnification is sought;

(b) grant the Indemnifying Party sole control of the defence and settlement of such claim provided that no settlement may be made without the Indemnified Party’s consent if it would impose any obligation on the Indemnified Party or admit any liability on behalf of the Indemnified Party and

9.4 Exclusive Remedy

The indemnification provisions set forth in this Chapter constitute the exclusive remedy of each party for third party claims covered by such provisions and each party waives any other claims or remedies it may have against the other party with respect to such matters.

CHAPTER 10: LIMITATION OF LIABILITY

10.1 Types of Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR OTHER COMMERCIAL DAMAGES OR LOSSES WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Monetary Cap

EXCEPT FOR:

(A) BREACHES OF CONFIDENTIALITY OBLIGATIONS,

(B) VIOLATIONS OF INTELLECTUAL PROPERTY RIGHTS,

(D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO THE CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO THE COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 Acknowledgment of Risk Allocation

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS CHAPTER REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT SUCH LIMITATIONS ARE A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT.

THE PARTIES FURTHER ACKNOWLEDGE THAT THE FEES AND OTHER TERMS OF THIS AGREEMENT HAVE BEEN NEGOTIATED IN RELIANCE UPON THESE LIMITATIONS.

10.4 Failure of Essential Purpose

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS CHAPTER SHALL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

CHAPTER 11: CONFIDENTIALITY AND NON-DISCLOSURE

11.1 Definition and Scope

Each party acknowledges that it may have access to Confidential Information of the other party.

Each party agrees to hold all Confidential Information of the other party in strict confidence and not to disclose such Confidential Information to any Third Party without the prior written consent of the disclosing party.

Each party further agrees to use Confidential Information of the other party solely for the purposes of performing its obligations or exercising its rights under this Agreement.

11.2 Exceptions

The obligations set forth in Section 11.1 shall not apply to information that:

(a) is or becomes generally known to the public through no breach of this Agreement by the receiving party;

(b) was known to the receiving party prior to disclosure by the disclosing party as evidenced by written records;

(c) is received by the receiving party from a Third Party who has the right to disclose such information without breach of any confidentiality obligation;

(d) is independently developed by the receiving party without use of or reference to the Confidential Information as evidenced by written records or

(e) is required to be disclosed by Applicable Law or court order provided that the receiving party gives the disclosing party prompt written notice of such requirement and cooperates in any effort to seek a protective order.

11.3 Standard of Care

Each party agrees to exercise at least the same degree of care in protecting Confidential Information of the other party as it exercises in protecting its own confidential information but in no event less than reasonable care.

Each party shall limit access to Confidential Information to those employees, agents and representatives who need to know such information for the purposes contemplated by this Agreement and who have been informed of the confidential nature of such information.

11.4 Return of Confidential Information

Upon termination of this Agreement or upon written request by the disclosing party, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party in its possession or control including all copies, notes and derivative works thereof and shall certify in writing that such return or destruction has been completed.

11.5 Survival

The obligations set forth in this Chapter shall survive termination of this Agreement for a period of five (5) years except that obligations relating to trade secrets shall survive indefinitely or until such information no longer qualifies as a trade secret under Applicable Law.

CHAPTER 12: TERM AND TERMINATION

12.1 Term

This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the provisions herein.

Unless otherwise specified in a Statement of Work or other written agreement the term of this Agreement shall be ongoing until terminated by either party.

12.2 Termination for Convenience

Either party may terminate this Agreement at any time for any reason or no reason upon thirty (30) days’ prior written notice to the other party.

In the event of termination for convenience the Client shall pay all fees and expenses incurred through the effective date of termination.

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

(a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice thereof;

(b) the other party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy protection or has a receiver appointed;

(d) the other party violates any law or regulation in a manner that materially affects the Services or this Agreement.

12.4 Effect of Termination

Upon termination of this Agreement:

(a) all rights and licenses granted hereunder shall immediately terminate;

(b) each party shall return or destroy all Confidential Information of the other party;

(d) the Company shall provide reasonable assistance in transitioning the Services to the Client or a Third Party subject to payment of the Company’s then current professional services rates and

(e) all provisions that by their nature should survive termination shall survive including but not limited to payment obligations, confidentiality, intellectual property rights, indemnification, limitation of liability and dispute resolution.

12.5 Data Retrieval

Upon termination the Client shall have sixty (60) days to retrieve Client Data from the Services after which the Company may delete such data unless retention is required by Applicable Law.

The Company will provide reasonable assistance in data retrieval subject to payment of the Company’s then current professional services rates.

CHAPTER 13: FORCE MAJEURE

13.1 Force Majeure Events

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay results from a Force Majeure Event.

The party affected by a Force Majeure Event shall promptly notify the other party in writing of the occurrence of such event and shall use reasonable efforts to minimize the impact of such event on its performance under this Agreement.

13.2 Mitigation and Alternative Performance

During the continuance of a Force Majeure Event the affected party shall use reasonable efforts to mitigate the effects of such event and to perform its obligations through alternative means if commercially practicable.

The parties shall cooperate in good faith to develop and implement contingency plans to minimize the impact of Force Majeure Events on the Services.

13.3 Extended Force Majeure

If a Force Majeure Event continues for more than ninety (90) consecutive days either party may terminate this Agreement upon written notice to the other party.

In such event neither party shall have any liability to the other except for obligations that accrued prior to the termination.

CHAPTER 14: DISPUTE RESOLUTION

14.1 Negotiation

The parties shall attempt in good faith to resolve any Dispute through direct negotiation between senior executives of each party.

Either party may initiate such negotiations by providing written notice to the other party describing the nature of the Dispute.

The parties shall meet within thirty (30) days of such notice and shall negotiate in good faith for a period of sixty (60) days or such longer period as the parties may agree.

14.2 Mediation

If the parties are unable to resolve a Dispute through negotiation they shall submit the Dispute to non binding mediation before a mutually acceptable mediator.

The mediation shall be conducted in accordance with the rules of a recognized mediation service provider selected by mutual agreement of the parties.

The costs of mediation shall be shared equally by the parties.

14.3 Arbitration

If the parties are unable to resolve a Dispute through mediation within ninety (90) days of the commencement of mediation such Dispute shall be finally resolved by binding arbitration.

The arbitration shall be conducted by a single arbitrator in accordance with the rules of the London Court of International Arbitration (LCIA) or if the Client is located outside the United Kingdom, the International Chamber of Commerce (ICC).

The seat of arbitration shall be London, England and the language of the arbitration shall be English.

14.4 Exceptions to Arbitration

Notwithstanding the foregoing either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information and such action shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

14.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales without regard to conflict of law principles.

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

CHAPTER 15: COMPLIANCE AND REGULATORY MATTERS

15.1 Export Control and Sanctions Compliance

The parties acknowledge that the Services may be subject to export control laws and regulations including but not limited to the Export Administration Regulations maintained by the United States Department of Commerce, the International Traffic in Arms Regulations maintained by the United States Department of State and similar laws and regulations of other jurisdictions.

The Client represents and warrants that it will not use the Services in violation of any export control laws or economic sanctions including sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department, the European Union, the United Nations or other relevant authorities.

The Client agrees not to access or use the Services from any country or territory that is subject to comprehensive economic sanctions and not to provide access to the Services to any person or entity that is designated on any government restricted party list.

15.2 Anti-Corruption and Anti Bribery

Each party represents and warrants that it will comply with all applicable anti corruption and anti bribery laws including but not limited to the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010 and similar laws in other jurisdictions.

Neither party shall directly or indirectly offer, promise, give or authorize the giving of money or anything of value to any government official, political party or candidate for political office for the purpose of obtaining or retaining business or securing any improper advantage in connection with this Agreement.

15.3 Anti Money Laundering

The parties shall comply with all applicable anti money laundering laws and regulations including but not limited to the Bank Secrecy Act, the USA PATRIOT Act, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017.

Each party represents that it has implemented appropriate policies and procedures to prevent money laundering and terrorist financing and agrees to cooperate with any reasonable requests for information related to anti money laundering compliance.

15.4 Environmental and Social Responsibility

The Company is committed to conducting its business in an environmentally and socially responsible manner.

The Company shall comply with all applicable environmental laws and regulations and shall implement reasonable measures to minimize the environmental impact of the Services.

The parties shall respect internationally recognized human rights principles and shall not engage in or support the use of child labour, forced labour or other exploitative practices.

15.5 Accessibility Compliance

The Company shall use reasonable efforts to ensure that the Services comply with applicable accessibility standards including but not limited to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA and relevant provisions of the Americans with Disabilities Act, the Equality Act 2010 and similar legislation in other jurisdictions.

The Company shall consider accessibility requirements in the design and development of the Services and shall make reasonable accommodations for users with disabilities.

CHAPTER 16: SECURITY AND INCIDENT RESPONSE

16.1 Security Measures

The Company shall implement and maintain appropriate technical and organizational security measures to protect the confidentiality, integrity and availability of Client Data and the Services.

Such measures shall include but not be limited to access controls, encryption of data in transit and at rest, network security, vulnerability management, security monitoring, incident response procedures and regular security assessments.

The Company shall ensure that its security measures are consistent with industry best practices and applicable regulatory requirements.

16.2 Security Incident Response

In the event of any actual or suspected security incident, data breach or unauthorized access to Client Data the Company shall:

(a) notify the Client without undue delay and in any event within seventy two (72) hours of becoming aware of the incident;

(b) provide the Client with detailed information about the nature and scope of the incident;

(d) cooperate with the Client in any investigation of the incident;

(e) provide regular updates on remediation efforts and

(f) implement measures to prevent similar incidents in the future.

16.3 Vulnerability Management

The Company shall maintain a comprehensive vulnerability management program that includes regular security assessments, penetration testing and timely remediation of identified vulnerabilities.

The Company shall promptly apply security patches and updates to all systems and software used in connection with the Services and shall maintain current versions of security software including anti malware and intrusion detection systems.

16.4 Employee Security

The Company shall ensure that all employees, contractors and other personnel who have access to Client Data or the Services are subject to appropriate confidentiality obligations and have undergone background checks and security training commensurate with their level of access.

The Company shall implement the principle of least privilege in granting access to systems and data and shall regularly review and update access permissions.

16.5 Third Party Security

The Company shall ensure that any Third Party service providers, contractors or vendors who have access to Client Data or the Services are subject to confidentiality and security obligations that are substantially similar to those set forth in this Agreement.

The Company shall conduct appropriate due diligence on Third Party providers and shall monitor their compliance with security requirements.

CHAPTER 17: BUSINESS CONTINUITY AND DISASTER RECOVERY

17.1 Business Continuity Planning

The Company shall maintain comprehensive business continuity and disaster recovery plans to ensure the continued availability of the Services in the event of various disruptions including but not limited to natural disasters, cyberattacks, system failures and other emergencies.

Such plans shall be regularly tested, updated and reviewed to ensure their effectiveness and shall include provisions for alternative facilities, backup systems, data recovery procedures and communication protocols.

17.2 Data Backup and Recovery

The Company shall implement and maintain regular automated backup procedures for all Client Data and system configurations necessary to provide the Services.

Backups shall be stored in geographically diverse locations and shall be tested regularly to ensure data integrity and recoverability.

The Company shall maintain the ability to restore Client Data and resume Services within reasonable timeframes as specified in applicable Service Level Agreements.

17.3 Redundancy and Failover

The Company shall implement appropriate redundancy and failover mechanisms to minimize service disruptions and ensure high availability of the Services.

Such mechanisms may include redundant hardware, network connections, data centres and automatic failover procedures.

The Company shall regularly test failover procedures to ensure they function as intended.

17.4 Communication During Incidents

In the event of any service disruption or emergency that affects the Services, the Company shall promptly communicate with affected Clients regarding the nature of the disruption, expected duration and remediation efforts.

The Company shall maintain multiple communication channels for incident notifications and shall provide regular updates until normal service is restored.

CHAPTER 18: INSURANCE AND RISK MANAGEMENT

18.1 Insurance Requirements

The Company shall maintain appropriate insurance coverage to protect against risks associated with the provision of the Services including but not limited to general liability insurance, professional liability insurance, cyber liability insurance and errors and omissions insurance.

Such insurance shall be maintained with reputable insurers and shall provide coverage amounts that are reasonable and customary for companies providing similar services.

18.2 Risk Assessment and Management

The Company shall conduct regular risk assessments to identify, evaluate and mitigate risks associated with the Services.

Such assessments shall consider operational risks, security risks, compliance risks, financial risks and other relevant risk categories.

The Company shall implement appropriate risk management controls and shall monitor the effectiveness of such controls on an ongoing basis.

18.3 Insurance Certificates

Upon request, the Company shall provide the Client with certificates of insurance evidencing the coverage required under this Agreement.

Such certificates shall name the Client as an additional insured or certificate holder as appropriate and shall include provisions requiring advance notice to the Client of any material changes or cancellations of coverage.

CHAPTER 19: AMENDMENTS AND MODIFICATIONS

19.1 Written Amendments

Except as otherwise provided in this Agreement, no amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

Any purported amendment, modification or waiver that does not comply with this requirement shall be null and void.

19.2 Electronic Signatures

The parties agree that electronic signatures including digital signatures and signatures transmitted by facsimile or email shall be deemed to have the same legal effect as handwritten signatures for purposes of amending this Agreement provided that such signatures comply with applicable electronic signature laws and the parties can verify the authenticity of such signatures.

19.3 Waiver

No waiver of any breach of this Agreement shall be deemed to be a waiver of any subsequent breach and no waiver shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced.

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it.

19.4 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction such provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable or if such modification is not possible such provision shall be deemed severed from this Agreement.

The invalidity, illegality or unenforceability of any provision shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement.

19.5 Entire Agreement

This Agreement, together with any exhibits, schedules, addenda and other documents referenced herein or executed in connection herewith constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions whether oral or written between the parties relating to such subject matter.

CHAPTER 20: MISCELLANEOUS PROVISIONS

20.1 Assignment

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party except that either party may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets.

Any attempted assignment in violation of this provision shall be null and void.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

20.2 Third Party Beneficiaries

This Agreement is intended solely for the benefit of the parties hereto and their respective successors and permitted assigns and nothing in this Agreement shall be construed to create any rights in favour of any Third Party except as expressly provided herein.

20.3 Independent Contractors

The relationship between the parties is that of independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment or fiduciary relationship between the parties.

Neither party shall have the authority to bind the other party or to act on behalf of the other party without the express written consent of such other party.

20.4 Notices

All notices, requests, consents, claims, demands, waivers and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given:

(a) when delivered by hand (with written confirmation of receipt);

(b) when received by the addressee if sent by a nationally recognized overnight courier (with written confirmation of receipt);

(c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours or

(d) on the third (3rd) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

20.5 Headings

The headings and captions used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

20.6 Counterparts

This Agreement may be executed in counterparts each of which shall be deemed an original but all of which together shall be deemed to be one and the same agreement.

A signed copy of this Agreement delivered by facsimile, email or other reliable electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy.

20.7 Language

This Agreement has been prepared in the English language and the English language version shall control in all respects.

Any translation of this Agreement into other languages is provided for convenience only and shall not be binding on the parties.

20.8 Survival

The provisions of this Agreement that by their nature should survive termination shall survive termination including but not limited to provisions relating to intellectual property rights, confidentiality, indemnification, limitation of liability, payment obligations, dispute resolution and this survival provision.

20.9 Time of Essence

Time is of the essence with respect to all obligations of the parties under this Agreement.

20.10 Construction

This Agreement has been negotiated and prepared with the participation of both parties and their counsel and shall be construed fairly and reasonably and not more strictly against either party.

The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement.

CHAPTER 21: SPECIFIC JURISDICTIONAL COMPLIANCE

21.1 European Union Compliance

To the extent that the Services are provided to Clients located in the European Union or involve the processing of Personal Data of individuals located in the European Union, the Company shall comply with all applicable European Union laws and regulations including but not limited to the General Data Protection Regulation (EU) 2016/679, the Digital Services Act, the Digital Markets Act, the Cybersecurity Act and the Network and Information Security Directive.

The Company shall implement appropriate technical and organizational measures to ensure compliance with such regulations and shall cooperate with relevant supervisory authorities as required.

21.2 United States Compliance

To the extent that the Services are provided to Clients located in the United States or involve data subjects located in the United States, the Company shall comply with applicable United States federal and state laws and regulations including but not limited to sector specific regulations such as HIPAA for healthcare data, FERPA for educational records, GLBA for financial information and state privacy laws such as the California Consumer Privacy Act and the Virginia Consumer Data Protection Act.

21.3 Asia-Pacific Compliance

To the extent that the Services are provided to Clients located in Asia Pacific jurisdictions or involve data subjects located in such jurisdictions, the Company shall comply with applicable local laws and regulations including but not limited to the Personal Data Protection Act of Singapore, the Privacy Act 1988 of Australia, the Personal Information Protection Act of South Korea and the Personal Data Protection Law of the People’s Republic of China.

21.4 Multi Jurisdictional Considerations

The Company acknowledges that the global nature of the Services may subject the Company and the Client to laws and regulations of multiple jurisdictions simultaneously.

In cases where such laws or regulations conflict, the Company shall work with the Client to develop compliance strategies that minimize legal risk while maintaining the functionality of the Services.

The parties acknowledge that certain jurisdictions may have specific requirements regarding data localization, cross border data transfers or local representation that may affect the provision of the Services.

CHAPTER 22: EMERGING TECHNOLOGY AND ARTIFICIAL INTELLIGENCE

22.1 Artificial Intelligence and Machine Learning

To the extent that the Services incorporate artificial intelligence, machine learning or other automated decision making technologies the Company shall implement appropriate safeguards to ensure that such technologies are used in a fair, transparent and accountable manner.

The Company shall provide reasonable transparency regarding the use of such technologies and shall implement measures to prevent bias, discrimination and other harmful outcomes.

22.2 Algorithm Transparency

Upon reasonable request the Company shall provide the Client with general information about the algorithms and automated decision making processes used in the Services to the extent such disclosure does not compromise the Company’s Intellectual Property Rights or competitive position.

The Company shall maintain appropriate documentation regarding its algorithmic systems and shall implement governance processes for the development and deployment of such systems.

22.3 Human Oversight

For Services that involve automated decision making that may have significant effects on individuals the Company shall implement appropriate human oversight mechanisms and shall provide options for human review of automated decisions where required by Applicable Law or where reasonably requested by the Client.

22.4 Emerging Technology Risks

The Company acknowledges that emerging technologies may present novel risks and regulatory challenges.

The Company shall monitor developments in relevant technology areas and shall adapt its practices and procedures as necessary to address emerging risks and comply with evolving regulatory requirements.

CHAPTER 23: ENVIRONMENTAL SUSTAINABILITY

23.1 Environmental Commitment

The Company is committed to minimizing the environmental impact of its operations and the Services.

The Company shall implement reasonable measures to reduce energy consumption, minimize waste and promote sustainable practices in the delivery of the Services.

23.2 Carbon Footprint Reduction

The Company shall work to reduce the carbon footprint of the Services through measures such as the use of renewable energy sources, energy efficient infrastructure and optimization of computing resources.

The Company shall consider environmental factors in its technology and vendor selection decisions.

23.3 Reporting and Transparency

Upon reasonable request the Company shall provide the Client with information about its environmental sustainability initiatives and performance metrics related to the Services to the extent such information is available and does not compromise the Company’s competitive position.

CHAPTER 24: FINAL PROVISIONS

24.1 Effective Date and Execution

This Agreement shall become effective upon execution by both parties or upon the Client’s acceptance of these terms through electronic means as provided herein.

The parties acknowledge that electronic acceptance constitutes valid execution of this Agreement.

24.2 Authority and Binding Effect

By executing or accepting this Agreement each party represents that the individual executing or accepting this Agreement on behalf of such party has been properly authorized to do so and has the power to bind such party to the terms and conditions hereof.

24.3 Relationship to Other Agreements

This Agreement shall govern the relationship between the parties with respect to the Services except to the extent that specific provisions are modified or supplemented by separate written agreements between the parties.

In the event of any conflict between this Agreement and other agreements between the parties, the terms of the more specific agreement shall control with respect to the subject matter thereof.

24.4 Remedies Cumulative

The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law or equity.

No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or any other right or remedy.

24.5 Legal Compliance Certification

Each party certifies that its execution and performance of this Agreement complies with all Applicable Laws and does not violate any other agreement, obligation or restriction to which such party is subject.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

RJV TECHNOLOGIES LTD

Founder, Chairman & CEO
Ricardo Jorge do Vale
07/02/2025

This document represents a comprehensive Terms and Conditions agreement designed to provide maximum legal protection while maintaining enforceability across multiple jurisdictions.

Global Headquarters

RJV TECHNOLOGIES LTD
21 Lipton Road London United Kingdom E10 LJ

Company No: 11424986 | Status: Active
Type: Private Limited Company
Incorporated: 20 June 2018

Email: contact@rjvtechnologies.com
Phone: +44 (0)7583 118176

Branch: London (UK)

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