demolenovo.ingram.silverwing.co Open in urlscan Pro
49.13.85.178  Public Scan

Form analysis
1 forms found in the DOM

POST /login

<form class="needs-validation" data-turbo="false" action="/login" accept-charset="UTF-8" method="post"><input type="hidden" name="authenticity_token" value="UoxZ_0sHBKSU6HeJamPeVIRJEwBmZJWQEuQfcEjKYirCHSgTQE5DLmUdqib6P9HIMnk4-iuic9Hy2ForyKne4Q"
    autocomplete="off">
  <div class="form-group mb-3">
    <label class="form-label" for="login">Login</label>
    <input id="login" autocomplete="email" required="required" class="form-control " aria-invalid="true" aria-describedby="login_error_message" type="email" name="login">
  </div>
  <div class="form-group mb-3">
    <label class="form-label" for="password">Password</label>
    <input value="" id="password" autocomplete="current-password" required="required" class="form-control " aria-invalid="true" aria-describedby="password_error_message" type="password" name="password">
  </div>
  <p><a class="text-decoration-none" href="/reset-password-request">Forgotten your password?</a></p>
  <div class="form-group mb-3">
    <div class="d-grid gap-2">
      <input type="submit" name="commit" value="Sign in" class="btn btn-primary" data-disable-with="Sign in">
    </div>
  </div>
</form>

Text Content

 * Login
 * Register




SIGN IN WITH YOUR DEMO LENOVO NODE ACCOUNT

Login
Password

Forgotten your password?



 * Help
 * Support Center
 * Contact Us

 * Legal
 * Website Terms
 * Privacy Policy
 * Service Agreement

--------------------------------------------------------------------------------

© Silverwing 2024. All Rights Reserved. Terms, Privacy, and Cookies

 * 
 * 
 * 

TERMS















Terms of Service

Silverwing Platform, Software and Services




Agreement between:




Casqol Limited (t/a Silverwing)




and




The Client







Date: [XX/XX/XXXX]













PARTIES





1. [Client name and details] ('You') ('Your') ('Client') ('[Client name]').

2. Silverwing, trading name of Casqol Ltd, a company registered in England and
Wales (company number 10716411) and with the registered address 243 High Street,
Boston Spa, West Yorkshire LS23 6AL, VAT number 273673576 ('We') ('Our') ('Us')
('Casqol') ('Silverwing').

(Each is a "Party" and collectively the "Parties").

The Parties have agreed:

RECITALS

A. Silverwing and the Client seek to record the terms upon which Silverwing
shall provide the Services (as defined below).

B. The terms and conditions in this Agreement shall apply until such time they
are revoked, amended, or replaced by agreement between the Client and
Silverwing.





































By either using Our Services or Your Signature of this Agreement, You confirm
that you accept the terms of this Agreement and that You agree to comply with
them. If You do not agree to these terms, You must not use our Services. We
recommend that you print a copy of these terms for future reference. If You are
accepting these terms on behalf of another person, company or other legal
entity, you represent and warrant that you have full authority to bind that
person, company or legal entity to the terms of this Agreement.

We reserve the right to change this Agreement at any time. You shall be notified
at the point of login if updated versions of this Agreement are to be used and
the updated terms of this Agreement will be effective immediately. Continued use
of the Services after any such changes constitutes Your consent to such changes.

Definitions and Interpretation:

Account

means a profile that is unique for each organisation that is used for managing
the electronic transmission of information between a Buyer, Silverwing,
Suppliers and Lessors on the Platform, in accordance with this Agreement




Acquirer

means an organisation licensed as a member of a Scheme, which: processes card
payments for us, where we are acting as a sales agent for Upfront Payments on
Your behalf




Agreement

means this agreement detailing the terms of service agreed between Silverwing
and the Supplier / You




Authorised User

means Your employees, agents and independent contractors who are authorised by
You to use the Platform and the Services




Automatic Order Acceptance




has the meaning as set out in section 4.5.4

Available

means the recorded status on the Platform of the Offer as available to be
purchased from a Supplier by a Buyer




Background Intellectual Property Rights (or Background IPR)

means any and all existing Intellectual Property Rights that are not Foreground
Intellectual Property, owned or controlled by the relevant Party or licensed to
the relevant Party prior to or outside this Agreement and in any event generated
without reliance on any Foreground Intellectual Property or other Intellectual
Property Rights connected with this Agreement




Balance Transfer Statement

means a statement note that sets out the monies that Silverwing owes You and
that You owe Silverwing and is settled on a net settlement basis as set out in
section 4.12

Business Day

means any weekday (excluding Saturdays, Sundays and public holidays) in the
United Kingdom




Buyer

means third parties who are eligible to purchase Products from Suppliers via the
Platform




Buyer Contract Price

means the Purchaser Contract Price where the Client is acting as a Supplier to
sell to Buyers

Call Off Contract

means the separate purchase contract between You and the relevant Buyer arising
from an order placed through the Platform under a relevant Framework Agreement

Charge Back

means the reversal of a payment by a Buyer because of a perceived violation of
Scheme rules or procedures, arising from a disagreement over issues including
but not limited to:

 * whether or when a payment occurred;

 * the provision of the goods or services to which the payment relates;

 * the amount involved; or

 * whether consent for the payment was given by the Buyer

Charge Back Fee

means the charge made to You for the processing of Charge Backs including: the
investigation of the circumstances surrounding the Charge Back; collation and
submission of evidence to the Acquirer; and, the payment of fees to the Acquirer
in respect of the Charge Back




Client Data

means Supplier Data and/or Node Controller Data as appropriate

Confidential Information

means all information of a confidential nature disclosed (whether in writing,
verbally or by any other means whether directly or indirectly) by either Party
to the other whether before or after the date of this Agreement including,
without limitation, any information relating to customers, personnel, suppliers,
products, documents, operations, methodologies, processes, developments,
specifications, materials, drawings, designs, plans, intentions, product
information, software listings, source or object code, know-how, design rights,
trade secrets, market opportunities, business affairs under this Agreement




Contact Data

means the Personal Data of each party's employees or representatives Processed
by the other party, under, or in connection with, this Agreement, including in
relation to the Supplier personal data relating to its employees and
representatives used to establish and maintain an account on the Platform, and
otherwise as provided for in section 13.2 for the purposes of administering and
management of this Agreement (and as may be more particularly described in the
Data Protection Particulars).




Controller

has the meaning given to it in the Data Protection Laws




Cookie Policy

means the use by Silverwing of cookies to make our Services more user-friendly
and improve the overall user experience as more particularly described in the
written statement which expresses how we use cookies throughout the delivery of
the Services




Current Price

means in respect of a Offer with an applicable Price Curve, the lesser of the
Initial Price or the Price Due for the most recent Qualifying Purchase at any
given time within the Offer Period

Data Protection Laws

means any law, statute, regulation, or other binding orders, decisions and
judgements of a competent court or authority within the UK which relates to the
protection of individuals with regards to the processing of personal data
including the Data Protection Act 2018 and the General Data Protection
Regulation 2016/679 as it forms part of UK law ("UK GDPR")




Data Subject

has the meaning given to it in the Data Protection Laws




Data Subject Request

means an actual or purported subject access request or notice or complaint from
(or on behalf of) a data subject exercising his rights under the Data Protection
Laws




Delivery Information

means all information related to the delivery of Products, including without
limitation, the serial number for each Product (where appropriate), the date of
delivery, the quantity of Products included within delivery




Digitised

means the automated invoicing and payment arrangement with a Lessor as described
more fully in section 4.7

Disbursement

means any other charge incurred on Your behalf for the purposes of completing
the Services




Disclosed Agent

has the meaning set out in section 22.5 of VAT guide (VAT Notice 700)




Discount Monies

means the difference between the Buyer Price Due and the Buyer Minimum Price as
set out in the Relevant Price Curve. This is a contingent rebate payment and
will be held in trust in the Discount Monies Account on your behalf (where you
act as a Supplier) or on the Vendor's behalf (where you act as a Purchaser)
(including any taxes)




Discount Monies Account

means an account held on behalf of the Client or Vendor (as applicable) by
Silverwing for the holding of Discount Monies




Documentation

means any information in written form that relates to the use of the Platform




E-signature Fee

means any charge incurred on Your behalf from a Buyer for the purposes of
completing an E-signature

Final Buyer Contract Price

means the Current Price for a Buyer at the exact point in time when the Offer
Period ends




Final Payment

has the meaning as set out in section 28.6.1




Final Price

means the Current Price at the exact point in time when the Offer Period ends




Foreground Intellectual Property

means all Intellectual Property Rights and other matters capable of being the
subject of Intellectual Property Rights that are conceived, first reduced to
practice or writing or developed in whole or in substantial part in the course
of this Agreement




Framework Agreement

means an agreement between one or more contracting authorities and one or more
economic operators, the purpose of which is to establish the terms governing
contracts to be awarded during a given period, in particular with regard to
price and, where appropriate, the quantity envisaged, and is compliant with the
Public Contracts Regulations 2015




Holding Account

means a dedicated bank account held by Silverwing to hold funds including the
aggregate total of payments received on Your behalf not yet included within a
Remittance




Intellectual Property Rights

(or IPR)

means copyright, rights related to copyright such as moral rights and performers
rights, patents, rights in inventions, rights in confidential information,
know-how, trade secrets, trademarks, geographical indications, service marks,
trade names, design rights, rights in get-up, database rights, databases, data
exclusivity rights, approvals, utility models, domain names, business names,
rights in computer software, the right to sue for infringement, unfair
competition and passing off, and all similar rights of whatever nature wherever
in the world arising and, in each case:




 a. whether registered or not

 b. including any applications to protect or register such rights,

 c. including all renewals and extensions of such rights or applications,

 d. whether vested, contingent or future, and

 e. wherever existing




Initial Payment

has the meaning as set out in section 28.4.4

Initial Price

means the price for the first unit of a Offer with an applicable Price Curve

Invitation to Invoice

means the separate agreement for purchase between the Lessor and the Supplier




Lessor

means third parties who offer leases to Buyers on the Platform




Manual

means the manual invoicing and payment arrangement with a Lessor as described
more fully in section 4.7

Margin

means the value in Pound Sterling that the Client adds to the Vendor Price Curve
to sell for each Qualifying Purchase to Buyers. In effect the addition of the
Margin creates the Supplier Price Curve (including any taxes)




Minimum Price

means the lowest price set out in the Relevant Price Curve (including any taxes
and charges for additional services)




Node

means any white-labelled platform using the Silverwing infrastructure




Node Controller

means an organisation that manages a Node

Node Controller Content Information

means any information provided by a Node Controller that relates to
customisation of a Node. This shall include but not be limited to text, images
and videos




Node Controller Data

means (i) Node Controller Content Information, Node Controller Offer
Information, payment or order processing details or any other information
(documented in written, electronic or any other relevant form) inputted by You,
or by Silverwing on Your behalf for the purpose of using the Services or
facilitating Your use of the Services as a Node Controller and (ii) the personal
data of your employees and representatives provided to Silverwing and which are
hosted on the Platform and shared with other members of the Platform as part of
your public profile (in accordance with section 12.6) or otherwise shared with
Buyers, Suppliers, Vendors and Lessors for the purpose of facilitating a sale or
purchase of the Products on a Node (as may be more particularly described in the
Data Protection Particulars)




Node Controller Offer Information

means any information in written form provided by a Node Controller including
but not limited to the approved Offers, approved Buyers, approved Suppliers,
approved Lessors, Node Controller Transaction Fee, and the curation of Offers
into Categories and Subcategories




Node Controller Transaction Fee

means a transaction fee charged by a Node Controller to a Buyer and/or Supplier
for transactions which take place via a specific Node (including any relevant
taxes and charges for additional services)




Node Controller Transaction Fee Agreement

means the separate purchase contract between the Node Controller and relevant
Supplier or Buyer arising from an order placed through the Platform on a given
Node.




Offer

means the structure that governs the purchase and/or sale and/or lease of a
Product on the Platform




Offer Information

means any information in written form provided by either a Vendor or a Supplier
that relates to the creation of an Offer. This shall include but not be limited
to either a price per unit, the Supplier Buy Price, the start date and end date
of the Offer, Product information, additional services, Stock, eligible Nodes,
Suppliersand Buyers, and terms of supply




Offer Period

means the prescribed period of time for which each Offer is open, as visible to
the Buyer on the Platform




Parties

means Silverwing and the Supplier entering into this Agreement




Payment Processing Fee

means any charge incurred on Your behalf from an Acquirer for the purposes of
processing an Upfront Payment by card payment




Personal Data

has the meaning given to it in the Data Protection Laws and for the purposes of
this Agreement, includes special categories of Personal Data, as described in
Article 9 of the UK GDPR or as such data sets are otherwise described under the
Data Protection Laws




Pending Price Curve Credits

means a Price Curve Credit where payment from the Purchaser for the Qualifying
Purchase has not been received in full by Silverwing




Personal Data Breach

as the meaning given to it in the Data Protection Laws




Platform

means the Silverwing platform or any Node on which the Services are provided




Price Due

means the total amount that the Buyer or Lessor are responsible for paying to
Silverwing on Your behalf (including any relevant taxes and charges for
additional services)




Price Curve

has the meaning and approach more particularly described in section 28.1




Price Curve Credits

means the funds generated as a discount and available for the Purchasers to use
as described more fully in section 28.5

Price Payable

means the unit price seen by a Purchaser for a Qualifying Purchase reflecting
both the Current Price and the quantity of units stated in the Order (including
any relevant taxes and charges for additional services)

Privacy Policy

means Silverwing's written statement disclosing the ways in which we may gather,
use, disclose, and manage Your personal data and the personal data of Authorised
Users




Processing

means any operation or set of operations which is performed on Personal Data or
on sets of Personal Data, whether or not by automated means, such as collection,
recording, organisation, structuring, storage, adaptation or alteration,
retrieval, consultation, use, disclosure by transmission, dissemination or
otherwise making available, alignment or combination, restriction, erasure or
destruction; and "Processed" and "Processing" shall be construed accordingly;




Processor

has the meaning given to it in the Data Protection Laws




Product

means the goods and/or services which are purchased by the Buyers or Lessors
from the Supplier(s) via the Platform and subject to the Supply Contract and
this Agreement. For the avoidance of doubt these must be standard commodity
items, each with their own applicable SKU




Purchaser

means either a Buyer or the Client (as applicable) when purchasing Products via
the Platform




Purchaser Contract Price

has the meaning as set out in section 28.1.5

Qualifying Purchases

means those purchases using a Price Curve made by Purchasers which have had such
discounted volume prices in accordance with (and which are consistent with) the
Price Curve confirmed by the Supplier (or the Vendor, as applicable) and/or have
not for any reason subsequently been cancelled or withdrawn by Silverwing or the
Supplier (or the Vendor, as applicable), or returned by the Purchaser (see
section 4.12 Returns)



Reconciled

means a payment as marked as received in accordance with an order. Silverwing
will use best efforts to reconcile payment within one (1) Business Day after the
receipt from Silverwing of a payment, unless otherwise notified by Us in writing

Redeemable

means the recorded status on the Platform of the Purchaser’s Price Curve Credit
as available to be utilised



Regulator

means any local, national or multinational agency, department, official,
parliament, public or statutory person or any government or professional body,
regulatory or supervisory authority, board or other body responsible for
administering Data Protection Laws, including (where applicable) in the UK, the
Information Commissioner's Office;

Regulator Correspondence

means any correspondence from the Regulator in relation to the Processing of the
Supplier Data;




Relevant Price Curve

means the Price Curve unique to an Offer, where applicable

Remittance

means the aggregate net payment due calculated in accordance with the Balance
Transfer Statement as described more fully in section 4.12




Reporting Period

means the regular period for which the Remittance is calculated. Unless
otherwise agreed in writing, the Reporting Period shall be from 17:00:00 until
16:59:59 for each Business Day shall apply. Weekly, fortnightly and monthly
Reporting Periods may also be agreed




Restricted Country

means a country, territory or jurisdiction outside the United Kingdom which is
not covered by an adequacy determination by the UK Government




Sales Agreement

means the separate purchase contract between the Buyer and relevant Supplier
arising from an order placed through the Platform. For public sector
organisations this may constitute a Call Off Contract under a Framework
Agreement




Scheme

an organisation which manages and controls the rules for clearing of payments
through a network of participating members or entities, or an organisation which
operates or owns such a network, where Schemes which are supported for Upfront
Payments may include American Express, MasterCard and Visa, and where the
supported Schemes may change from time to time




Services

means the provision of services in connection with providing the Platform in
accordance with this Agreement and any additional services as described more
fully in section




Silverwing Data

means all data, including, but not limited to meta data (other than the Client
Data or any personal information provided by the Buyer or Supplier (if any))
which is conceived, mined, first reduced to practice or writing or developed in
whole or in substantial part as a result of data which is analysed by Silverwing
during the course of this Agreement. Silverwing shall own all rights, title and
interest in and to all of the Silverwing Data and shall have sole responsibility
for the legality, reliability, integrity, accuracy and quality of the Silverwing
Data




Stock

means inventory exclusive for the Vendor Promotion




Supplier Contract Price

means the Purchaser Contract Price where the Client acts as Purchaser

Supplier Data

means (i) the Offer Information, Supplier Offer Information, payment or order
processing details or any other information (documented in written, electronic
or any other relevant form) inputted by You, or by Silverwing on Your behalf for
the purpose of using the Services or facilitating Your use of the Services and
(ii) the personal data of your employees and representatives provided to
Silverwing and which are hosted on the Platform and shared with other members of
the Platform as part of your public profile (in accordance with section 12.6) or
otherwise shared with Buyers, Node Controllers, Suppliers, Vendors and Lessors
for the purpose of facilitating a sale or purchase of the Products (as may be
more particularly described in the Data Protection Particulars)




Supplier Buy Price

means the indicative price displayed on the Platform at which Suppliers may
purchase from Vendors




Supplier Offer Information

means any information in written form provided by the Supplier that relates to
joining an Offer. This shall include, but not be limited to Your preferred
Vendor, margin, additional services, Stock, relevant Framework Agreement and
Supply Contract




Supplier(s)

means third parties who offer their Products and services for Buyers to purchase
via the Platform




Supply Contract

means either a Sales Agreement or an Invitation to Invoice (as applicable)




Third Party Request

means a request from any third party for disclosure of Supplier Data where
compliance with such request is required or purported to be required by
applicable law.




Trade Credit

means the payment terms and amount that a Buyer must abide by as set out in a
Sales Agreement (typically payment within a maximum of 30 days' receipt of a
valid and undisputed invoice)




Trade Credit Information

means any information in written form provided by the Supplier that relates to
the creation of a Trade Credit Facility. This shall include but not be limited
to your trade credit application form, the contact details of your risk
management team and whether an E-signature is required for completion.

Transaction Fee

means the fee that has been agreed between You and Silverwing




Transaction Value

means the total amount that the Buyer or Lessor are responsible for paying to
Silverwing on behalf of the Supplier (including any relevant taxes and charges
for additional services). Where a Buyer purchases a Product using a Price Curve
this is the Final Price




Undisclosed Agent

has the meaning set out in section 22.6 of VAT guide (VAT Notice 700)




Upfront Payment

means an order where payment of the Price Due is initiated by the Buyer upon
submission of an order. An Upfront Payment may be made by card payment




Vendor

means third parties who create Offers for their Products and services via the
Platform and do not sell directly to Buyers




Vendor Contract

means the separate purchase contract between the Client and relevant Vendor
arising from an order placed through the Platform




Vendor Promotion

means the authorised programme "Devices for Education"




You / Your

refers to the Node Controller and Supplier entering into this Agreement







The definitions and rules of interpretation in this section apply in this
Agreement.

Section headings shall not affect the interpretation of this Agreement.

A person includes an individual, corporate or unincorporated body (whether or
not having separate legal personality) and that person's legal and personal
representatives, successors or permitted assigns.

A reference to a company shall include any company, corporation or other body
corporate, wherever and however incorporated or established.

Words in the singular shall include the plural and vice versa.

A reference to one gender shall include a reference to the other genders.

A reference to a statute or statutory provision is a reference to it as it is in
force for the time being, taking account of any amendment, extension, or
re-enactment and includes any subordinate legislation for the time being in
force made under it.

A reference to in writing or written includes e-mail.

References to sections are to the clauses of this Agreement.

Terms which are defined in a section of this Agreement shall have the meaning
ascribed in such section and shall apply to this Agreement accordingly.

Introduction

This Agreement governs Your use and access to the Platform (including but not
limited to www.devicesforeducation.com and www.silverwing.co) which is for
Buyers to purchase Products from Suppliers and is for business purposes only
i.e. excludes use in a domestic consumer context.

The following provisions of this Agreement apply and continue to apply from Your
acceptance and use of the Services provided on the Platform.

Your use of the Services or by registering with us, and either by ticking "I
Accept" (on the Platform) or your signature of this Agreement, constitutes Your
agreement to be bound by the provisions of this Agreement, and that You will
establish an Account with Silverwing. For the avoidance of doubt, Your
acceptance of the provisions of this Agreement is a pre-requisite of using the
Platform. Each use of the Services is subject to the then-current form of this
Agreement.

Permitted Use

In accordance with section 13.2 and as part of the registration process, You
consent to Us using any of the Client Data You provide during registration in
order to verify its accuracy and Your eligibility to use the Services. This
process may include the use of third parties who provide services to Silverwing
for verification purposes.

By entering into this Agreement, You authorise Silverwing to act as Your
non-exclusive agent for the purposes of:

(a)concluding Your sales of Products and facilitating, making and receiving
payments for orders on Your behalf with Buyers or Lessors; and

(b)producing relevant documentation in Your name; and

(c)receiving payment of your Node Controller Transaction Fees associated with
the sales of Products between Buyer and Suppliers on your Node.

The Parties agree that any Product sales or leases made using the Platform to
Buyers or Lessors will be subject to the Sales Agreement or Invitation to
Invoice (as appropriate) (and together the Sales Agreement or Invitation to
Invoice shall be referred to as a "Supply Contract") and this Agreement is and
remains completely separate to the Supply Contract (as appropriate). To the
extent there are any terms in the Supply Contract that conflict or are
inconsistent with the terms of this Agreement, You agree to vary such Supply
Contract to the extent required to overcome the conflict or inconsistency only.
For example, You authorise that We may conclude sales orders and make and
receive payments on Your behalf (in relation to the supply of Products by Buyers
or Lessors (per the Digitised process) from You) in accordance with section 3.2
and You agree to inform the Buyer or Lessors of the same.

With regards to these supplies, You acknowledge that:

where Silverwing is appointed as an agent in accordance with section 3.2 it is
solely arranging Supply Contracts on Your behalf and is not trading on
Silverwing's own account nor is Silverwing a party to the Supply Contracts;

under no circumstances will Silverwing be the owner or user of any of the
Products;

Silverwing will not alter the nature or value of any of the Products supplied by
You to the Buyer or Lessors.

Subject to Your compliance with the terms of this Agreement, we hereby grant to
You a non-exclusive, non-transferable right to use the Services solely for Your
internal business operations.

As a condition of use of the Platform and the Services, You agree and warrant
that:

You will solely use the Services for business purposes and for the marketing of
the Node and the sale of Products via the Platform. Should Silverwing become
aware that You are using the Services for non-business purposes or using
Silverwing Data (including Buyer information) to sell Products other than via
the Platform, subject to section 16, we reserve the right to immediately suspend
or terminate this Agreement removing Your access to the Services and Platform
without liability to You;

You are an eligible Supplier under a Vendor Promotion;

You have the necessary authority to enter into this Agreement.

This Agreement will apply from date of acceptance by You until such time as it
is terminated by either Party in accordance with its terms.

Subject to section 16, We reserve the right, at our discretion and without
liability to You, to suspend, disable or terminate Your access to the Services
and/or Platform, or parts of it, if we reasonably believe that You are acting in
breach of this Agreement; and/or are using the Services unlawfully. This will
not remove or impact any applicable liabilities You may have to Buyers or
Lessors pursuant to a Supply Contract.

You must not attempt to access all or any part of the Services in order to build
a product or service which competes with Silverwing; or to license, sell, lease,
distribute, display, disclose, or otherwise commercially exploit the Services;
or make the Services available to any third party, or attempt to obtain, or
assist third parties in obtaining, access to the Services.

You will not maliciously (or otherwise) attempt to impinge the Services in any
way; for example, via malware, crawlers, robots, worms, data mining or
extraction tools or any other functionality designed to disrupt, interfere with
or expropriate the Services.

You must not scan, test or otherwise measure the security or configuration of
the Platform, or to breach security or authentication measures in any manner.

You must not download any copyrighted, Confidential Information or private
information. You agree that We own all IPR within all aspects of the Services.
Silverwing owns all rights in relation to documents, patents, copyrights,
database rights, trade secrets, trade names and trademarks (whether registered
or unregistered) in relation to the Services, Documentation and the Platform.

You will comply with all legislation in relation to the Products You supply to
Buyers or Lessors via the Platform which will not, by Your export, sale or use
of those Products, violate any law or cause Silverwing to violate any law;

You must not attempt to log into an Account which You are not authorised to
access;

If You do not sign into Your Account for a period of 36 months Your Account may
be considered inactive and may, subject to a written notification, be closed by
Us, terminating this Agreement.

1.2You warrant and represent that You shall, and ensure that Authorised Users
shall, keep confidential and, except as provided for in this Agreement, not
share with any third party their password or access details provided to
facilitate access to the Platform. You shall contact Us if updates to any list
of Authorised Users given to Us are required, including when Authorised Users
cease to be employed or engaged by You.

1.3You are responsible for maintaining the confidentiality of your passwords and
usernames, and shall be liable for all activities that occur under your Account.

1.4You shall immediately notify Us in writing if You become aware of any
unauthorised use of Your passwords, the Platform, or any other breach of
security.

1.5You accept that you shall be liable for any loss or damage arising from Your
failure to provide Us with accurate information; or Your failure to keep
passwords secure and any unauthorised access to the Platform caused (in whole or
in part) by You.

1.6We reserve the right to monitor usage by all Authorised Users (by way of
audits or otherwise) for the purpose of (among others) ensuring compliance with
this Agreement. Any audit may be carried out by Us or a third party authorised
by Us. If any audit reveals that any password has been provided to an individual
that is not an Authorised User, We shall, without delay, disable any such
passwords.

1.7In the event of unauthorised use of the Platform by You or Authorised Users,
We reserve the right to deny You or Authorised Users access to the Platform by
blocking, without prior notification, the IP addresses that You or Authorised
Users used to access the Platform.

1.8We will not be liable or be required to remedy any problem arising from or
caused by the Your use of the Platform in a manner other than as directed by Us.

The Services

The Services allow You to access the Platform and:

create and join Offers to sell Products to Buyers;

introduce Buyers to Lessors and sell Products to Lessors;

feature third party Supplier Offers on Your Node; and

receive Node Controller Transaction Fees.

The Services and associated processes are detailed in the remainder of this
section 4 and for the avoidance of doubt, Silverwing only provides the Services
as outlined in this section unless otherwise agreed in writing between the
Parties.

Supplier Created Offers

At our discretion, You may submit Offer Information to the Platform for the
supply of Products to Buyers or Lessors. Alternatively, You may provide
Silverwing with Offer Information in writing, for Silverwing to upload on Your
behalf. Your submission of the Offer Information to the Platform shall
constitute the creation of an Offer.

This will be made Available for Buyers or Lessors to purchase Products when an
Offer meets the requirements set out in the Offer Information.

Once Available, all Offer Information may be changed within the Platform.

Joining a Vendor Created Offer

At Your discretion, You may join an Offer that is Available to You from a
Vendor. You can view the Offer Information as set out by the Vendor.

You can submit Supplier Offer Information to the Platform. Alternatively, You
may provide Silverwing with Supplier Offer Information in writing, for
Silverwing to upload on Your behalf. Your submission of the Supplier Offer
Information to the Platform shall constitute the joining of an Offer.

This will be made Available for Buyers or Lessors to purchase Products when an
Offer meets the time requirements set out in the Offer Information.

Once Available, all Supplier Offer Information may be changed within the
Platform.

Sales to Buyers

Subject to section 3.3, sales to Buyers are governed by the relevant Sales
Agreement.

Sales to Buyers order and acceptance process:

(a)Buyers submit orders utilising the Platform. Upon submission of an order, a
purchase order will be automatically generated from the Buyer to Silverwing
(acting on Your behalf). Immediately, Silverwing will generate a purchase order
for sales on Your behalf, disclosing the identity of the Buyer. You can access
this second purchase order on the Platform or You may elect to receive this
purchase order via email to Your designated email address.

 b. it is Your responsibility to notify Silverwing by either accepting or
    rejecting the orders on the Platform or via email and the terms of the Sales
    Agreement will apply in relation to the supply of the Products from You to
    the Buyer.

 c. Once Silverwing receives this notification (as referred to at section
    4.5.2(b), the order will be considered accepted and Silverwing will conclude
    the transaction as Your authorised Undisclosed Agent (or Disclosed Agent at
    Your discretion) on Your behalf with the Buyer.

 d. You are responsible for notifying Silverwing of the Delivery Information of
    the order.

Invoice generation for Sales to Buyers

Subject to Your acceptance of the order for a sale to a Buyer, Silverwing will
create an invoice for the Price Due for the order on Your behalf at the
appropriate time. The invoice will be addressed and sent in electronic form to
the Buyer by Silverwing, acting on Your behalf, and in Silverwing's name whilst
referencing and disclosing Your identity as principal. The invoice will include
the payment details (as set out in section 4.5.5 including but not limited to
Price Due, Silverwing Bank details and payment terms) at the relevant time set
out on the Platform. Simultaneously, Silverwing will create an invoice for the
Price Due in Your name addressed and sent to Silverwing for Your sale on Your
behalf, referencing and disclosing the identity of the Buyer. For the purposes
of VAT, Silverwing will be acting as Your Undisclosed Agent.

Automatic Order Acceptance is a feature that, where You are selling Products,
enables You to automatically accept an order for the sale of a Product where the
Buyer has sufficient Trade Credit and the Product is in stock. The use of
Automatic Order Acceptance shall be at your sole discretion. You will be
notified when this feature is available to use.

Payment for sales to Buyers:

(b)Buyers may use the Platform to make purchases of Products using their Trade
Credit Facility (see section 4.11), as may be set out in the Sales Agreement. If
a Buyer uses the Platform to make a purchase without, or in excess of their
Trade Credit Facility, then Upfront Payment will be required.

(c)Subject to section 4.11, if a Buyer has purchased Products using credit
granted under a Trade Credit Facility, it is the Buyer and not Silverwing that
should be pursued for payment.

(d)Pursuant to section 3.2, Silverwing is authorised to act as Your sales and
payment agent for the receipt of payment of Products on Your behalf. The Buyer
will pay Silverwing in full and on demand as an Upfront Payment or on or in
advance of the Trade Credit Facility. The receipt of the Price Due funds in full
will extinguish the Buyer's obligation to pay You under the Sales Agreement. For
the avoidance of doubt, upon Our receipt of the Price Due in Full, title (where
relevant) will transfer from You to the Buyer.

(e)Upon Silverwing's Reconciled receipt of payment in full of the Price Due from
the Buyer, Silverwing will confirm receipt by adding Your relevant invoice to
Silverwing for the sale on Your behalf to the Balance Transfer Statement and
will initiate onward payment to You in accordance with the Section 4.12.

Sales to Lessors

1.9

Buyers may choose to lease Products via the Platform. For the avoidance of
doubt, not all Products can be leased. When a Buyer leases a Product this will
involve the sale to the Lessor.

Initially, the Lessor may choose to use either the Manual or the Digitised
process to purchase Products from You. By default the Manual process will be
used.

Lease Request order and acceptance process

Lease requests are submitted by Buyers utilising the Platform. Upon submission
of a request for quotation (RFQ), an RFQ will automatically be generated from
the Buyer to Silverwing (acting on Your behalf). Immediately Silverwing will
generate an RFQ, disclosing the identity of the Buyer. You can access this
second RFQ on the Platform and from Your dedicated email address.

If there is sufficient Stock within the Offer, and pursuant to section 3.2,
Silverwing will immediately:

(a)generate a quote on Your behalf and provide this to the Buyer (on the
Platform);

(b)send the quote to the Lessor;

(c)reserve the relevant quantity of Product from the relevant Offer Information.
This reservation shall continue until the lease request has been approved or
rejected by the Lessor. If the lease application is successful, the appropriate
quantity will be deducted against the Offer. If the lease application is
unsuccessful the reservation will be removed.

The Lessor will assess the lease application request and if successful will
issue a confirmation of credit letter specific for the Buyer. You can access the
confirmation of credit letter on the Platform or via Your dedicated email
address.

At the appropriate time and subject always to section 3.2, the Lessor will send
the Invitation to Invoice. You can access the Invitation to Invoice on the
Platform or via Your dedicated email address.

Where the lessor uses the Manual Process, the Invitation to Invoice will be
addressed to You. With the Digitised process the Invitation to Invoice will be
addressed to Silverwing on your behalf, referencing you as Principle.

1.9.2Where the Invitation to Invoice explicitly does not constitute a Purchase
Order from The Lessor, upon Silverwing’s receipt of the Invitation to Invoice, a
purchase order will be automatically generated from the Buyer to Silverwing
(acting on Your behalf). Immediately, Silverwing will generate a purchase order
for sales on Your behalf, disclosing the identity of the Buyer and disclosing
the associated Invitation to Invoice from the Lessor. You can access this second
purchase order on the Platform or You may elect to receive this purchase order
via email to Your designated email address.

1.9.3It is Your responsibility to notify Silverwing by either accepting or
rejecting the order for a lease on the Platform or via email and the terms of
the Invitation to Invoice will apply in relation to the supply of the Products
from You to the Lessor.

Once Silverwing receives this notification (as referred to at section 4.7.7.),
the order will be considered accepted and in the Digitised process Silverwing
will conclude the transaction as Your authorised Undisclosed Agent on Your
behalf with the Lessor. Where the Manual process is used, Silvering will
conclude the transaction in Your name with the Lessor as Your Disclosed agent.

Invoice generation for sale to Lessors

Your notification that the order has been marked ‘out for delivery’ on the
Silverwing Platform constitutes the Delivery Information.

Where the Manual process is used, You are responsible for invoicing the Lessor
for Price Due for the order in accordance with the Invitation to Invoice.

1.9.4

Where the Digitised process is used, Silverwing will create an invoice for Price
Due for the order on Your behalf. The invoice will be addressed and sent in
electronic form to the Lessor by Silverwing, acting on Your behalf, and in Your
name. The invoice will include the payment details (including but not limited to
Price Due, Your Bank details and payment terms) as set out in section 4.9.6 at
the relevant time (as You set out on the Platform). Simultaneously, Silverwing
will create an invoice for the Price Due in Your name addressed and sent to
Silverwing for Your sale on Your behalf, referencing and disclosing the identity
of the Lessor. For the purposes of VAT, Silverwing will be acting as Your
Disclosed Agent.

1.9.5

Payment of sale to Lessors

The Lessor is responsible for paying You in full for the lease transaction in
accordance with the Invitation to Invoice.

Subject to section 4.9.1, if a Lessor has purchased Products using credit
granted under the Invitation to Invoice, it is the Lessor and not Silverwing
that should be pursued for payment.

Where the Manual process is used, the Lessor will pay You in full and on demand
on or in advance of the Invitation to Invoice for the Price Due. Your receipt of
these funds in full will absolve the Lessor's obligation to pay You under the
Invitation to Invoice in respect to the qualifying lease. For the avoidance of
doubt, upon Your receipt of the Price Due in Full within the Manual process,
title (where relevant) will transfer from You to the Lessor.

With the Manual process, Each of You and the Lessor are responsible for
notifying Silverwing of the payment of the Price Due in Full.

With the Manual process, Upon the Lessors payment of the Price Due in full to
You, Silverwing will add the relevant invoice for the Transaction Fee to the
Balance Transfer Statement.

1.9.6

Where the digitised process is used, Pursuant to section 3.2, Silverwing is
authorised to act as Your sales and payment agent for the receipt of payment of
Products. The Lessor will pay Silverwing in full and on demand on or in advance
of the Invitation to Invoice for the Price Due on Your behalf. The receipt of
these funds in full will absolve the Lessor's obligation to pay You under the
Invitation to Invoice in respect to the qualifying lease. For the avoidance of
doubt, upon Our receipt of the Price Due in Full, title (where relevant) will
transfer from You to the Lessor.

Upon Silverwing's Reconciled receipt of payment in full of the Price Due from
the Lessor, Silverwing will confirm receipt by adding Your relevant invoice to
Silverwing for the sale on Your Behalf to the Balance Transfer Statement and
will initiate onward payment to You of the Price Due in accordance with section
4.12.

In accordance with section 8, You authorise Silverwing to collect the
Transaction Fee from the Remittance, by way of a deduction via net settlement.

Featuring Offers From Third Party Suppliers on Your Node

1.9.7You may elect to feature Offers from third-party Suppliers on Your Node.
For the avoidance of doubt, when a Buyer contracts with a third-party Supplier
under a Supply Contract, You are not a party to the transaction, and under no
circumstances will You be the owner, receive title, or user of any of the
Products.

1.10Receive Node Controller Transaction Fees

1.10.1At Your discretion, You may elect to charge a Node Controller Transaction
Fee for sales that occur on Your Node to the Supplier and/or the Buyer.

1.10.2Your Node Controller Transaction Fee can be calculated as fixed amount or
percentage of the Transacted Value (or both).

1.10.3When You elect to charge a Node Controller Transaction Fee, the Node
Controller Transaction Fee will be disclosed on the Platform to the payer party
in advance of the transaction. For Suppliers, this will be upon the creation of
an Offer for Your Node. For Buyers, this will be within the order process on the
Node.

Invoice generation for Node Controller Transaction Fees

When a Node Controller Transaction Fee is applicable and due, Silverwing will
create an invoice for the Node Controller Transaction Fee for the order on Your
behalf at the appropriate time. The invoice will be addressed and sent in
electronic form to the Supplier (or Buyer as appropriate) by Silverwing, acting
on Your behalf, and in Silverwing's name whilst referencing and disclosing Your
identity as principal. The invoice will include the payment details (as set out
in section 4.11.8 including but not limited to Node Controller Transaction Fee,
Silverwing Bank details and payment terms) at the relevant time set out on the
Platform. Simultaneously, Silverwing will create an invoice for the Node
Controller Transaction Fee in Your name addressed and sent to Silverwing for
Your sale on Your behalf, referencing and disclosing the identity of the
Supplier (or Buyer as appropriate). For the purposes of VAT, Silverwing will be
acting as Your Undisclosed Agent.

1.10.4

Payment for Node Controller Transaction Fees:

The Supplier (and/or Buyer, as appropriate) is responsible for paying You in
full for the Node Controller Transaction Fee in accordance with the Node
Controller Transaction Agreement.

Subject to section 4.11.6, if a Supplier (or Buyer, as appropriate) has
purchased services using credit granted under the Node Controller Transaction
Agreement, it is the Supplier (or Buyer, as appropriate and not Silverwing that
should be pursued for payment.

Pursuant to section 3.2, Silverwing is authorised to act as Your sales and
payment agent for the receipt of payment of Node Controller Transaction Fees.
The Supplier (or Buyer as appropriate) will pay Silverwing in full and on demand
on or in advance of the terms of the Node Controller Transaction Agreement for
the Node Controller Transaction Fee on Your behalf. The receipt of these funds
in full will absolve the Supplier (or Buyers) obligation to pay You under the
Node Controller Transaction Agreement in respect to the qualifying transaction.

Upon Silverwing's Reconciled receipt of payment in full of the Node Controller
Fee from the Supplier (or Buyer), Silverwing will confirm receipt by adding Your
relevant invoice to Silverwing for the sale on Your Behalf to the Balance
Transfer Statement and will initiate onward payment to You of the Node
Controller Fee in accordance with section 4.12.

In accordance with section 8, You authorise Silverwing to collect the
Transaction Fee from the Remittance, by way of a deduction via net settlement.

1.10.5

Balance Transfer Statement

Any partial payments received on Your Behalf will be marked as received on the
Platform. Any partial payments will be stored within the Holding Account. In the
absence of resolution, any partial payments will be remitted in accordance with
the appropriate Balance Transfer Statement thirty (30) days after the date of
receipt of the partial payment by Silverwing, subject to the relevant pro rata
Transaction Fee.

1.10.6At the end of each Reporting Period, We shall finalise the Balance
Transfer Statement, calculating any Remittance due between You and Silverwing.
For the avoidance of doubt, if there is no Remittance due, then Silverwing will
not issue a Balance Transfer Statement.

1.10.7The Balance Transfer Statement shall include all payments not limited to:

(a)Price Due from Buyers and Lessors (per the Digitised process) received in
full on Your behalf;

(b)Buyer Contract Price received in full on Your behalf

(c)Transaction Fee;

(d)Payment Processing Fees;

(e)Charge Backs;

(f)Refunds to Buyers or Lessors

(g)E-signature Fees;

(h)Node Controller Transaction Fees

(i)any other Disbursements.

(j)Price Curve Transactions including Buyer and Purchaser Contract Price,
Discount Monies, Final Payment and Redeemable Price Curve Credits (subject to
section 28)

1.10.8If there is a Remittance due, then the paying Party shall normally
transfer the Remittance to the payees nominated bank account two (2) Business
Days after the end of the Reporting Period, and not later than five (5) Business
Days after the end of the Reporting Period, unless otherwise noted by us in
writing.

1.10.9Each Party will notify the other upon receipt of payment in full of the
Remittance.

1.10.10For the avoidance of doubt Silverwing will not fulfil requests to send
any Remittance to any bank details that are not registered on Your Account.

1.11Trade Credit Facility Applications

1.11.1A Buyer may use a Trade Credit facility with a Supplier via the services
offered by Silverwing, in accordance with the Sales Agreement. This agreement is
entered into between You and the Buyer and Silverwing is not a party to this
('Trade Credit Facility').

1.11.2Please note that any Trade Credit Facility which You offer via Silverwing
is not considered a regulated activity under the Financial Services and Markets
Act 2000.

1.11.3During this transaction, Silverwing acts as an intermediary between You
and the Buyer and facilitates the secure transfer and processing of information
between You and the Buyer.

1.11.4You are responsible for supplying Silverwing with the Trade Credit
Information. If you require an e-signature from the Buyer, then Silverwing will
obtain this on Your behalf and add the E-signature Fee to the Balance Transfer
Statement in accordance with section 4.12.

1.11.5Silverwing is not in any way responsible for Your lending policy,
criteria, creditworthiness assessment methodology, agreement terms, lending
decisions or associated processes which You use in order to grant credit or
manage credit facilities.

1.11.6If You are in dispute with the outcome of Your Trade Credit Facility
application or the terms of the Trade Credit Facility, Your dispute is with the
Buyer and not Silverwing.

1.11.7For supplies to Buyers and Lessors, and in accordance with section 4.8,
the Buyer or Lessor (as the case may be) will pay Silverwing on or in advance of
the details of the Trade Credit Facility or Invitation to Invoice, and
Silverwing will initiate Remittance to You in accordance with the Balance
Transfer Statement as set out in section 4.12.

1.12Returns

1.12.1You are responsible for setting Your return policy for Products purchased
via the Platform for Buyers and Lessors in accordance with the Supply Contract.
For the avoidance of doubt, You are solely responsible for the settlement of any
returns by Buyers or Lessors.

1.12.2You must liaise directly with the applicable Buyer or Lessor regarding any
returns and notify Silverwing of the result.

1.13Terminating and Leaving Offers

1.13.1By default, an Offer will end at the end of the Offer Period. You may, at
Your discretion elect to terminate an Offer that You have created in advance of
the end of the Offer Period. Terminating an Offer shall mean that it is no
longer Available for Buyers. The termination of an Offer will not remove or
impact any applicable liabilities You may have to Buyers or Lessors with whom
You have entered into a Sales Agreement nor will it relieve You of any
liabilities You may have under this Agreement (including any of Your associated
payment obligations under Sales Agreements or this Agreement).

1.13.2You may, at Your discretion elect to leave an Offer that You have joined
in advance of the end of the Offer Period. Leaving an Offer shall mean that
Buyers are no longer able to purchase from You within the Offer that You have
left. Leaving an Offer will not remove or impact any applicable liabilities You
may have to Buyers or Lessors with whom You have entered into a Sales Agreement
nor will it relieve You of any liabilities You may have under this Agreement
(including any of Your associated payment obligations under Sales Agreements or
this Agreement).

Silverwing's Responsibilities

Subject to Your compliance with this Agreement, we will provide the following
Services in accordance with this section to You:

1.13.3The ability to sell Products to Buyers;

1.13.4The ability to introduce Buyers to Lessors;

1.13.5The ability to feature third party Suppliers on Your Node; and

receive Node Controller Transaction Fees.

1.13.6

1.13.7Access to:

(a)the Platform;

(b)the business network and electronic business documents including an
electronic invoicing system, and other tools and services provided through the
Platform and by our application programming interface made available via the
Platform;

(c)all software, data, text, images, sounds, video and content made available
through the Platform, or developed via our API;

(d)additional applications developed by us or third parties and made available
through the Platform; and

(e)any new features added to or augmenting the Services if agreed previously by
Us.

1.14Unless otherwise stated on the Platform (or such conditions and/or
obligations that exist at law), Silverwing is not party to any transactions
between You and Buyers or Lessors and is not the seller or supplier of, and does
not endorse, any of the Products that You make available to Buyers via the
Platform. Silverwing does not therefore have any of the same legal obligations
which apply to the Suppliers, Lessors or Buyers of those Products.

1.15Silverwing has no responsibility for the safety or quality of the Products
that You make available to Buyers.

1.16Silverwing does not receive title for the Products sold or purchased via the
Silverwing Services.

1.17To the extent that the law permits, You release us, our agents and employees
from all liability arising out of, or in connection with, any Supply Contracts,
including (without limitation) all claims and demands relating to Supply
Contracts, or Products offered for sale or lease, or actually sold or leased
through or in connection with any Supply Contracts. The extent of Our liability
is set out at section 11.

platform access

1.18You acknowledge that We may, from time to time, temporarily withdraw access
to the Platform for maintenance, management or revision and We shall endeavour
to give as much notice as possible of such withdrawal except in the case of
emergency (including, but not limited to, maintenance) in which case We may
withdraw access to the Platform immediately giving no notice. The Platform may
also be unavailable in the case of system failure or for any other reason beyond
Our reasonable control and We accept no liability whatsoever for the
unavailability of the Platform for any reason.

1.19You acknowledge that We shall be entitled to modify the features and
functionality of the Platform as part of Our ongoing development of the
Platform.

1.20We do not guarantee that our Platform, or any content on it, will always be
available or be uninterrupted. We may suspend or withdraw or restrict the
availability of all or any part of the Platform for business and operational
reasons. We will try to give you reasonable notice of any suspension or
withdrawal.

Your Responsibilities

1.21You shall have sole responsibility for the accuracy, quality, integrity,
legality, reliability and appropriateness of all information You enter and store
on the Platform. Including, but not limited to, information in relation to Your
organisation or legal entity (including but not limited to: company name,
address(es), company number, bank details, Offer Information, Supplier Offer
Information etc.) and is up to date and correct. You may amend any of this
information on the Platform and all data gathered will be treated in compliance
with our Privacy Policy.

1.22It is the responsibility of You and Your organisation or legal entity to
comply with this Agreement and all applicable laws, rules, regulations, codes of
practice, or other requirements of regulatory authorities, as amended from time
to time.

1.23You are responsible for all activities that occur on and in relation to Your
Account, regardless of whether the activities are undertaken by You, Authorised
Users, Your employees or a third party (including Your contractors or agents).

1.24You accept all risks on entering into Supply Contracts with Buyers or
Lessors via the Platform, in the same way You would on entering into a similar
transaction elsewhere.

1.25You acknowledge that Silverwing is not responsible for any Product that You
supply and Silverwing shall not be responsible for any loss or consequential
loss arising from Your dealings with Node Controllers, Suppliers, Buyers or
Lessors.

1.26It is Your organisation or legal entity's responsibility to ensure its
accounting standards are consistent and compliant with the law and tax authority
of its own respective jurisdiction with respect of any purchases made via the
Platform.

1.27You are responsible for terminating Your Account in accordance with section
16.

Anti-bribery and anti-corruption

1.28You shall:

1.28.1comply with all applicable laws, statutes, regulations, and codes relating
to anti-bribery and anti-corruption including but not limited to the Bribery Act
2010 ('Relevant Requirements');

1.28.2notify the Us (in writing) if You become aware of any breach of section
7.8.1 or has reason to believe that You or any person associated with You has
received a request or demand for any undue financial or other advantage in
connection with this Agreement;

1.28.3immediately notify Us (in writing) if a foreign public official becomes an
officer or employee of You or acquires a direct or indirect interest in You and
You warrant that You have no foreign public officials as direct or indirect
owners, officers or employees at the commencement of this Agreement);

1.29For the purpose of section 7.8, the meaning of a foreign public official and
whether a person is associated with another person shall be determined in
accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued
under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8
of that Act respectively. For the purposes of section 7.8 a person associated
with You includes but is not limited to any Authorised User, employee, agent or
subcontractor of You.

2.Anti-facilitation of tax evasion

2.1You shall:

2.1.1not engage in any activity, practice or conduct which would constitute
either:

(a)a UK tax evasion facilitation offence under section 45(5) of the Criminal
Finances Act 2017; or

(b)a foreign tax evasion facilitation offence under section 46(6) of the
Criminal Finances Act 2017;

2.1.2have and shall maintain in place throughout the term of this Agreement such
policies and procedures as are both reasonable to prevent the facilitation of
tax evasion by another person (including without limitation Your employees and
to ensure compliance with section 7.10.1;

2.1.3notify Us in writing if You become aware of any breach of section 7.10.1 or
have reason to believe that it or any person associated with it has received a
request or demand from a third party to facilitate the evasion of tax within the
meaning of Part 3 of the Criminal Finances Act 2017;

2.2For the purposes of section 7.10, the meaning of reasonable prevention
procedure shall be determined in accordance with any guidance issued under
section 47 of the Criminal Finances Act 2017 and a person associated with the
Supplier includes but is not limited to any Authorised User, employee, agent or
subcontractor of You.

2.3Upon reasonable request from Us, You shall certify to Us in writing signed by
an officer of the Supplier, compliance with section 7.8 and 7.10 by You and all
persons associated with You. You shall provide such supporting evidence of
compliance as We may reasonably request.

Charges and Payment

2.4Access to the Platform is currently made available for free.

2.5The Transaction Fee shall be payable on the terms set out in this section and
as set out on the Platform. The Transaction Fee is currently set at One percent
(1%) of the Price Due net of VAT. For Price Curve transactions the Transaction
Fee is currently set at One percent (1%)of the Final Buyer Contract Price net of
VAT. Silverwing will invoice at the 1% of the Buyer Contract Price and will
provide a credit note of the difference to the Final Buyer Contract Price at the
end of the Offer.

2.6You authorise Silverwing to include the Transaction Fee in the Price Due.

2.7You authorise Silverwing to collect the Transaction Fee from the Remittance,
by way of a deduction via net settlement.

2.8Silverwing shall, on or as soon as practicable after the receipt (or the
initiation of payment by a Lessor where the Manual process is used]) of funds
from a Buyer or Lessor, invoice You for the Transaction Fee. The invoice will be
added to the Balance Transfer Statement and paid in accordance with section
4.12.

2.9Where a Buyer or Lessor uses Upfront Payment, Silverwing will process the
Upfront Payment on Your behalf and Silverwing is entitled to recover any Payment
Processing Fees incurred on Your behalf for Upfront Payments.

2.10Should a Charge Back be received by Us, We will provide the relevant
information required by the Acquirer to defend the Charge Back on Your behalf.
We may also contact You and/or the Buyer or Lessor directly to resolve the
claim. Where we require further information from You to defend the Charge Back,
You will provide all and any information requested by Us within a reasonable
time so that we can defend the Charge Back, or to detected, identify or prevent
possible fraud.

2.10.1If the Charge Back is not defendable, or if the Charge Back is successful,
You will be liable for:

(a)any refund due to the Buyer or the Lessor;

(b)any Charge Back Fee

(c)any other costs levied by the Acquirer in respect of the Charge Back.

2.11We will add any Charge Back Fees and Payment Processing Fees to the Balance
Transfer Statement in accordance with section 4.12. A lack of funds in the
Holding Account does not absolve Your responsibility to settle any Charge Back
Fees or Payment Processing Fees to us in accordance with the Balance Transfer
Statement as set out in section 4.12. In accordance with section 16, our rights
to reclaim the Charge Back Fees, Payment Processing Fees and E-Signature Fees
and any other Disbursements shall survive the termination of this Agreement.

All amounts payable stated or referred to in this Agreement:

2.11.1shall be payable in pounds sterling;

2.11.2are non-cancellable and non-refundable;

2.11.3are exclusive of all taxes, which shall be added to our invoice(s), if
applicable, at the appropriate rate; and

2.11.4unless otherwise agreed in writing, are payable immediately upon receipt
from the date of invoice.

2.12Failure to Pay on Time

2.13If either Party fails to pay any undisputed amounts payable by it to the
receiving Party under this Agreement within thirty (30) days, the receiving
Party shall be entitled, but not obliged, to charge the other Party interest on
the overdue amount. Such interest shall be payable by the paying Party forthwith
on demand, from the due date up to the date of actual payment, after as well as
before judgment, at the rate of two percent (2%) per annum above the current
base lending rate of Barclays Bank Plc. at the date the relevant invoice was
issued, commencing on the due date and continuing until fully paid, whether
before or after judgment. Such interest shall accrue on a daily basis.

2.14In addition to interest payable, if payment is not received within thirty
(30) days after the due date, Silverwing may at its option, and without
prejudice to any other remedy at any time after payment has become due,
temporarily suspend Your access to the Platform until such time as the payment
is made in full without notice or demand. Silverwing therefore may, without
liability to You, disable passwords, accounts and access to all or part of the
Services and Silverwing shall be under no obligation to provide any or all of
the Services while the relevant invoice(s) concerned remain unpaid.

2.15We have the right to withdraw from the Holding Account any and all amounts
owed to Us as defined above without notice or demand. Our rights to sums owed to
Us by You shall in no way be limited by the balance or existence of the Holding
Account. Our rights with respect to the Holding Account shall survive the
termination of this Agreement.

2.16You will not hold Silverwing liable for any interest on late transactions
with the Buyer or Lessor, as long as Silverwing initiates payment to You in
accordance with section 4 or required by law, court order or any governmental or
regulatory authority.

2.17If the Buyer or Lessor fails to pay any undisputed amounts payable to
Silverwing on Your behalf under this Agreement, You acknowledge that You will
hold the Buyer or Lessor responsible, and not Silverwing, for any such interest
accrued in accordance with the Sales Agreement or this Agreement, as long as
Silverwing initiates all payments in accordance with section 4.

Changes to Products and Services

2.18Silverwing will use all reasonable endeavours to avoid having to make
material changes to the Platform and Services but Silverwing reserves the right
to make changes to the Platform and Services and shall notify You of any
material changes.

Copyright and Intellectual Property Rights

2.19Silverwing acknowledges that any Background IPR of the Supplier shall remain
vested with the Supplier, with Silverwing having no rights except as set out in
this Agreement. As and where necessary, the Supplier will grant Silverwing a
non-exclusive, non-transferable, and royalty free license to use its Background
IPR for the purpose of performing the Services as set out in this Agreement.

2.20You acknowledge and agree that Silverwing owns all IPR in the Platform, the
Services and Documentation. Except as expressly stated herein, You shall have no
rights to, or in, patents, copyright, database right, trade secrets, trade
names, trademarks (whether registered or unregistered), or any other rights or
licenses in respect of the Platform, the Services or the Documentation.

2.21While Silverwing retains all IPR in the Platform, the Services and
Documentation, it grants You a non-exclusive licence to such IPR to the extent
required to use the Platform and Services and exercise Your rights under this
Agreement.

2.22Any IPR in respect of Foreground Intellectual Property shall vest in
Silverwing, but Silverwing will provide upon request a non-exclusive,
non-transferable license to the You to use Foreground Intellectual Property for
the term for the intention of performing the Services.

2.23Silverwing confirms that it has all the rights in relation to the Platform,
the Services and the Documentation that are necessary to grant all the rights it
purports to grant under, and in accordance with, the terms of this Agreement.

2.24Silverwing may, at its expense, modify or replace the Services to avoid any
alleged or actual infringement or breach. Silverwing shall use best commercial
endeavours to ensure the modification or replacement does not affect the
performance or functionality of the Services.

Limitation of Liability

Under no circumstances will Silverwing, its subsidiaries or affiliates or any of
their respective employees, officers, directors, agents, be liable for any loss
or damage, whether in contract, tort (including negligence), breach of statutory
duty, or otherwise, even if foreseeable, arising under or in connection with:

2.24.1Supplies made to Buyers or Lessors through Our Platform;

2.24.2Use of, or reliance on, any content displayed on Our Platform, to the
extent that such content is provided by either You, Buyers, Suppliers, Vendors,
Node Controllers or the Lessor; and

Under no circumstances will Silverwing be liable for:

2.24.3Loss of data (excluding personal data), profits, sales, business, or
revenue (in each case whether direct or indirect);

2.24.4Business interruption;

2.24.5Loss of anticipated savings;

2.24.6Loss of business opportunity, goodwill or reputation; or

2.24.7Any indirect or consequential loss or damage.

2.25We will not be liable for any delays or failure to perform any of our
obligations under this Agreement by reasons, events or other matters beyond our
reasonable control or in accordance with any of our legal or regulatory
responsibilities.

2.26Subject to section 11.5 below and notwithstanding section 11.1 and 11.2
above, Our maximum liability to You at any time will be limited to the greater
of:

2.26.1the aggregate Price Due received on Your behalf from a Buyer or Lessor and
Node Controller Fees (but only to the extent that these have not been paid out
correctly to You); or

2.26.2the total sum of fees paid, if any, to Silverwing during the 12 months
immediately preceding the date on which the claim arose.

Nothing in this Agreement will operate to exclude or restrict either Parties
liability to the other:

2.26.3for death or personal injury resulting from negligence;

2.26.4for fraud or fraudulent misrepresentation;

2.26.5for any other liability which cannot be excluded or limited under
applicable law;

2.26.6for the use of third-party intellectual property rights.

3.Data

3.1It is acknowledged and agreed by the parties that the Agreement relates to
the provision of the Platform and the ability for the Client to act as a
Supplier to offer its Products and enter into Sale Contracts with Buyers and
Lessors and act as a Node Controller to feature Offers on Your Node.

3.2Except as required by law, or in accordance with this Agreement, Your Client
Data will not be passed to anyone without Your permission.

3.3We will store all Client Data on the Platform for as long as You have an
active Account with Silverwing, unless You otherwise instruct us to destroy it.

3.4In providing the Client Data (other than any personal data which is subject
to section 13), You agree to grant to Silverwing a non-exclusive, royalty free
licence in perpetuity to use the Client Data in order to review customer trends,
understand future purchasing and sales behaviours, predictive analysis (or
otherwise). Any data which is produced as a result of such review of the Client
Data shall be Silverwing Data. Silverwing may share data with third parties,
including for the purpose of providing anonymised statistics on sales and
purchases through the Platform with its third party partners and others.

3.5Upon Your cancellation or termination of the Services, all of the Client Data
will be deleted from our records unless required under applicable laws or
contract to be retained for longer. If You would like us to provide You with the
most recent back-up of the Client Data, You must contact us within 10 Business
Days of the date of cancellation or termination and, subject to Your compliance
with this Agreement, we shall use reasonable efforts to deliver (at Your cost
payable in advance of delivery) that data to You as soon as reasonably
practicable.

3.6When You set up a profile on Silverwing, by default the profile and the
company information You provide us with, including, but not limited to, Your
company name, company description, company identifiers, tax identifiers, company
address information, country information and details of your company
representative will be publicly available on the Platform for access by Buyers,
Suppliers, Node Controllers, Vendors and Lessors. Consequently, it will be
possible for any Buyer, Supplier (when acting as a Node Controller), Node
Controller, Vendor and Lessor on the Platform to view Your profile and contact
You or (if You have agreed to exchange business documents (e.g. purchase order
or invoice) with that user) send You a purchase order or invoice or another
business document via the Platform. If You do not wish Your profile to be
publicly available, please log-in to the Platform, and follow the appropriate
steps to disable Your 'public profile' to continue using the Services without
being visible to Node Controllers, Vendors, Suppliers (when acting as a Node
Controller) Buyers or Lessors.

3.7You accept that the technical processing and transmission of the Services and
the Client Data may involve (a) transmissions over various networks; (b) changes
to conform and adapt to technical requirements of connecting networks or devices
and (c) transmission to our third party vendors and hosting partners to provide
the necessary hardware, software, networking, storage, and related technology
required to operate and maintain the Services.

4.data protection

4.1You acknowledge that the factual arrangement between Us and You dictates the
classification of each party in respect of the Data Protection Laws.
Notwithstanding the foregoing, the Parties anticipate that during the term of
the Agreement:

4.1.1each of Us and You shall act as Data Controller of (i) our own Contact Data
for internal business purposes and (ii) the other party's Contact Data in
accordance with section 13.2

4.1.2Client shall be the Controller of the Client Data (in relation to personal
data contained therein);

4.1.3Silverwing shall be the Processor in relation to its processing of the
Client Data (in relation to personal data contained therein) which has been made
available to Silverwing by the Client (whether directly or indirectly) in order
to facilitate the relationship between the Client and the Buyers, Suppliers
(when acting as a Node Controller), Vendors, Node Controllers and Lessors and
enable the Client to receive the benefit of the Platform and the services
available.

4.2Each of You and Us agree to only process the other party's Contact Data
(subject to our respective privacy policies) in order to:

4.2.1in the case of Silverwing to establish, maintain and administer the
Client’s account on the Platform and to provide and market the Platform to the
Client, including names, email addresses or contact details and any other
personal data provided in order to complete the client registration process or
provided in relation to Silverwing marketing initiatives and to raise invoices
and seek payment and otherwise administer this Agreement; and

4.2.2in the case of the Client, to contact Silverwing's representatives to
receive the benefit of the Platform and the services available under the
Agreement and to administer its relationship with Silverwing in accordance with
the Agreement.

Each party may be required to share the other party's Contact Data with its
affiliates and other relevant parties, within or outside the country of origin,
in order to carry out the activities specified in this section 13.2, but in
doing so, each party will ensure that the sharing and use of the Contact Data
complies with the applicable Data Protection Laws.

4.3Each of the parties acknowledges and agrees that Schedule 1 is an accurate
description of the Data Protection Particulars.

4.4Each party agrees that in performing its obligations under this Agreement, it
shall comply with the obligations imposed upon it under the Data Protection Laws
(including in the case of the Client, when uploading, sharing and receiving data
via the Platform with a Buyer, Supplier (when acting as a Node Controller), Node
Controller, Vendor or Lessor).

Obligations of the Client

4.5For the purposes of the Client Data, the Client shall ensure that all fair
processing notices have been given (and/or, as applicable, consents obtained)
and are sufficient in scope to allow the Client to upload the Client Data to the
Platform and disclose the Client Data to Silverwing in accordance with the Data
Protection Laws and for the purposes set out in this Agreement (including
permitting the disclosure of the Client Data to the Buyers, Suppliers (when
acting as a Node Controller), Node Controllers, Vendors and Lessors).

4.6The Client warrants, represents and undertakes to Silverwing that it will not
put any special category personal data on the Platform, or include such special
category personal data within any attachments submitted on the Platform. The
Client instructs Silverwing to remove any such special category personal data
that the Client does place on or send via the Platform that it becomes aware of,
although Silverwing does not have any obligation to the Client to check for
this.

Obligations of Silverwing

4.7To the extent that Silverwing is acting as a Processor for and on behalf of
You in relation to the Processing that it is carrying out arising out of, or in
connection with, the performance of its obligations under this Agreement, it
shall:

4.7.1Process the Client Data for and on behalf of the Client for the purposes of
performing its obligations under this Agreement, and only in accordance with the
terms of this Agreement and any instructions from the Client. For the avoidance
of doubt, the Client’s instructions are deemed to include an instruction to
provide relevant Client Data to the Buyers, Suppliers (when acting as a Node
Controller), Node Controllers, Vendors and Lessors.

4.7.2if Silverwing is required by applicable law to act other than in accordance
with the instructions of the Client, Silverwing shall (to the extent permitted
by applicable law) as soon as possible notify the Client;

4.7.3notify the Client as soon as practicable if it considers, in its opinion
(acting reasonably), that any of the Client’s instructions under section 13.7.1
infringes any of the Data Protection Laws, and to the maximum extent permitted
under applicable law Silverwing shall have no liability howsoever arising from
or in connection with any processing in accordance with the Client’s instruction
following such notification;

4.7.4ensure that appropriate operational and technical measures are in place to
safeguard against any unauthorised or unlawful processing of the Client Data and
against accidental loss or destruction of, or damage to, Client Data;

4.7.5take reasonable steps to ensure the reliability and integrity of any of its
staff who shall have access to the Client Data and ensure that each member of
its staff shall have entered into appropriate contractually-binding
confidentiality undertakings;

4.7.6provided at all times that this section 13.7.6 is limited to the Client
Data of the Client and its Platform, make available to You such information as
is reasonably necessary to demonstrate Our compliance with its obligations under
Article 28 of the UK GDPR and allow for and contribute to audits, including
inspections by You (or another auditor mandated by You) for this purpose,
subject to:

(a)prior reasonable notice of no less than 14 Business Days being given in
relation to an information request, audit or inspection and any audit or
inspection being undertaken during normal business hours with minimal disruption
to Silverwing's business, Silverwing sub-processors' businesses and the business
of any customers of Silverwing or any of its sub-processors;

(b)ensuring all information obtained or generated by Customer or its auditors is
kept strictly confidential (save for disclosure required to be made to a
Regulator) ;and

(c)paying Silverwing for all work, time costs and expenses incurred by
Silverwing or any of its sub-contractors in connection with the provision of
information and allowing and contributing towards inspections and audits.

4.7.7save as set out in this section, not disclose Client Data to a third party
(including a sub-contractor) in any circumstances without the Client’s prior
written consent (not to be unreasonably withheld or delayed). By selecting to
use the Platform, the Client will be deemed to be consenting to:

(a)the disclosure of Client Data to Buyers, Suppliers (when acting as a Node
Controller), Node Controllers, Vendors and Lessors as part of the performance of
Services by Silverwing; and

(b)to Silverwing's sub-contractors who provide ancillary services on its behalf
as part of its operation of the Platform and delivery of the Services. In this
regard Silverwing will ensure that such sub-contractors are bound by written
agreements which provide at least the same level of data protection as set out
in this section 13. From time to time Silverwing may engage new subprocessors
and Silverwing will give notice to You of any new Sub-contractor. Your continued
use of the Platform will be deemed approval by You of such new sub-contractor.
If you do not approve then (without liability to Silverwing) you may terminate
this Agreement and stop using the Platform;

4.7.8save as set out in this section, not process or otherwise transfer any
Client Data to a Restricted Country except with the prior written consent of the
Client (acting reasonably and in good faith.) By selecting to use the Platform
the Client will be deemed to be consenting to:

(a)the disclosure of Client Data to such Buyers, Suppliers (when acting as a
Node Controller), Node Controllers, Vendors and Lessors who are located in a
Restricted Country and shall have obtained the necessary consent from the
applicable Data Subject to pass their data to Silverwing and the applicable
Buyer, Supplier (when acting as a Node Controller), Node Controller, Vendor or
Lessor in a Restricted Country;

(b)the disclosure of Client Data to such sub-contractors who are providing
Silverwing with ancillary services which involve the Processing of Personal
Data. In this regard Silverwing will ensure that such sub-contractors are bound
by written agreements which meet the requirements for international transfers
under the UK GDPR, and where required Client authorises Silverwing to enter into
such contracts in its name;

4.7.9notify the Client promptly following its receipt of any Data Subject
Request or Regulator Correspondence or Third Party Request, and shall:

(a)not disclose any Client Data in response to any Data Subject Request or
Regulator Correspondence or Third Party Request without the Client’s prior
written consent (save where required by applicable law) and

(b)provide the Client promptly at the Client’s cost with all reasonable
co-operation and assistance required by Silverwing in relation to any such Data
Subject Request or Regulator Correspondence or Third Party Request;

4.7.10notify the Client without undue delay upon becoming aware of any Personal
Data Breach, and:

(a)implement any measures necessary to restore the security of compromised
Client Data; and

(b)assist the Client to make any notifications to the Regulator and affected
data subjects;

4.7.11except to the extent required by applicable law and/or as required for
Silverwing to perform its surviving obligations and/or for its own internal
record keeping and audit purposes, on termination or expiry of this Agreement or
otherwise where requested by the Client, cease processing all Client Data and
return and/or permanently and securely destroy (as directed in writing by the
Client) all Client Data and all copies in its possession or control; and

4.7.12use reasonable endeavours in accordance with good industry practice and at
Client’s cost, to assist the Client to comply with the obligations imposed on
the Client by the Data Protection Laws, including:

(a)obligations relating to ensuring the security and integrity of the Client
Data;

(b)obligations relating to notifications and communication of personal data
breaches required by the Data Protection Laws to the Regulator and/or any
relevant data subjects; and

(c)undertaking any Data Protection Impact Assessments that are required by the
Data Protection Laws (and, where required by the Data Protection Laws,
consulting with the Regulator in respect of any such Data Protection Impact
Assessments).

4.8You acknowledge that the processing of Client Data by the Buyer, Supplier
(when acting as a Node Controller), Node Controller, Vendor or Lessor is subject
to the terms of the Supply Agreement and any other terms put in place between
You and the Buyer, Supplier (when acting as a Node Controller), Node Controller,
Vendor or Lessor. Expressly Silverwing shall have no liability for the
Processing of such Client Data by the Buyer, Supplier (when acting as a Node
Controller), Node Controller, Vendor or Lessor.

Confidentiality

4.9You agree to treat all Silverwing's Confidential Information in strict
confidence unless such information is public knowledge or already known to such
party at the time of disclosure, or subsequently becomes public knowledge other
than by breach of this agreement, or subsequently comes lawfully into the
possession of such party from a third party. Each Party shall use its reasonable
endeavours to prevent the unauthorised disclosure of any such information.

4.10Silverwing agrees to treat all Your Confidential Information in strict
confidence. Silverwing will restrict disclosure of such Confidential Information
to such of its employees, subcontractors, agents or other organisations as
reasonably need to know the same for the purposes of discharging Silverwing's
obligations to You. Silverwing will use all reasonable endeavours to ensure that
such employees, subcontractors, agents or other organisations are subject to
obligations of confidentiality, corresponding to those which bind Silverwing.

4.11All information provided by You shall be stored, processed and used in
accordance with the Privacy Policy at the date such information was collected.

4.12Notwithstanding the above, nothing in this Agreement will prevent the
transfer of any part, or all, of the Confidential Information in the event of a
genuine sale or reconstruction of Silverwing, provided that the receiving party
agrees to take on similar obligations of confidentiality towards You and to
comply with all relevant data protection principles.

4.13You may disclose Confidential Information to Your employees, officers,
representatives, advisers, agents or subcontractors who need to know such
information for the purposes of carrying out the Your obligations under this
agreement as may be required by law, court order or any governmental or
regulatory authority. You shall ensure that Your employees, officers,
representatives, advisers, agents or subcontractors to whom it discloses such
information comply with this section 14.

4.14You shall not use any of Silverwing's Confidential Information for any
purpose other than to perform its obligations under this Agreement.

4.15You shall notify Us if You or if any of Your staff connected with the
receipt of the Services become aware of any unauthorised disclosure of any of
Silverwing's Confidential Information and shall afford reasonable assistance to
Silverwing, in connection with any enforcement proceedings which Silverwing may
elect to bring against any person.

4.16Save where required by law or to its professional advisors in good faith,
neither party shall disclose the terms of this Agreement without the prior
written consent of the other.

Disclaimer of Warranties

4.17All Product information is provided by You when supplying to Buyers and
Lessors and Silverwing makes no warranty or representation concerning the
accuracy of Product information provided on the Platform.

You expressly agree that use of the Platform and the Services is at Your sole
risk. None of Silverwing, its subsidiaries or affiliates or any of their
respective employees, agents, third-party licensors or any of their officers,
directors, employees or agents, warrant that use of the Platform or Services
will be uninterrupted, secure, virus-free or error free, nor do they make any
warranty or representation as to:

4.17.1the results that may be obtained from use of the Platform or the Services,
or

4.17.2the accuracy, completeness or reliability of:

(a)the content on the Platform or Services, or

(b)user content provided through the Platform or Services.

4.18The Platform and Services are provided on an "as is" and "as available"
basis.

4.19To the extent allowed by applicable law, Silverwing hereby disclaims any and
all representations, warranties and conditions, whether express or implied, as
to the operation of the Platform and Services, and other information contained
on the Platform or accessible or available through the Services, including, but
not limited to, those of title, non-infringement, merchantability, suitability
and fitness for a particular purpose, as well as warranties implied from a
course of performance or course of dealing. Silverwing disclaims all implied
warranties that the Products are of a satisfactory quality and that Products
will correspond with descriptions and/or fitness for a particular purpose to the
fullest extent permissible by applicable law.

4.20Silverwing also disclaims any liability for claims arising out of misuse,
improper selection, improper installation, modification, misrepair or
misapplication of any Products sold via the Platform.

4.21You acknowledge and agree that:

4.21.1The Platform has not been designed to meet Your individual requirements
and cannot be tested in every operating environment; and

4.21.2it is Your responsibility to ensure the facilities and functions of the
Platform meet Your requirements and will not cause any error or interruption in
Your own software or systems.

Termination

4.22We may, by providing You with written notice, immediately terminate the
provision of the Platform or the Services. In accordance with section 16.2, You
are free to stop using the Platform and receiving the Services at any time.

4.23You are responsible for cancelling Your Account, which can be done at any
time via the Platform. This will terminate this Agreement. On termination of
this Agreement for any reason (by either Party):

4.23.1all licenses granted under this Agreement shall immediately cease;

4.23.2any rights, remedies, obligations or liabilities of the Parties that have
accrued up to the date of termination, including the right to claim damages in
respect of any breach of the Agreement which existed at or before the date of
termination shall not be affected or prejudiced;

4.23.3subject to section 8.13, each Party shall immediately pay to other any
sums due under this Agreement.

4.23.4Silverwing may destroy or otherwise dispose of any Client Data in its
possession in accordance with the Privacy Policy.

Force Majeure

4.24Silverwing shall have no liability to You under this Agreement if it is
prevented from or delayed in performing its obligations under this Agreement, or
from carrying on its business, by acts, events, omissions or accidents beyond
its reasonable control, including, without limitation, strikes, lock-outs or
other industrial disputes (whether involving the workforce of Silverwing or any
other party), failure of a utility service or transport or telecommunications
network, act of God, war, riot, civil commotion, malicious damage, compliance
with any law or governmental order, rule, regulation or direction, accident,
breakdown of plant or machinery, fire, flood, storm or default of suppliers or
sub-contractors, provided that Silverwing notifies You as soon as it becomes
aware of such an event and provide its expected duration.

Notices

4.25Any notice to be given by either Party to the other under this Agreement
shall be in writing and be sent to the registered address of each Party and
shall be deemed to be duly served on the day after being posted if being sent by
first class pre-paid post or on the day received if given by email.

Assignment and Change of Ownership

4.26Neither Party shall assign transfer, charge, or deal in any other manner
with this Agreement or any of its rights under this Agreement, nor sub-contract
any or all of its obligations under this Agreement without the prior written
consent of the other Party, which shall not be unreasonably withheld or delayed.

Changes to this Agreement

4.27We may at our discretion, change this Agreement, our Privacy Policy, Cookie
Policy and any other associated documents, or any aspect of the Platform or
Services, in which case we will take reasonable steps to notify You of such
changes.

4.28Your continued use of the Platform and Service after we change these terms
constitutes Your acceptance of the changes. If You do not agree to any changes,
You must terminate Your Account in accordance with section 16.

4.29A waiver of any right under this Agreement is only effective if it is in
writing and it applies only to the Party to whom the waiver is addressed and the
circumstances for which it is given. No waiver shall be implied by taking, or
failing to take, any other action.

4.30Unless specifically provided otherwise, rights arising under this Agreement
are cumulative and do not exclude rights provided by law.

Feedback & Suggestions

4.31At Silverwing, we value all feedback, however if any suggestions, comments,
ideas, improvements, or other feedback or materials are made available to us in
connection with or related to the Platform or Service, we will be free to use,
disclose, reproduce, modify, license, transfer and/or otherwise distribute, and
exploit any of the foregoing information or materials in any manner. Should You
require any technical support regarding the use of the Platform, please contact:
info@silverwing.co.

Severability

4.32If any provision, section or part of a provision of this Agreement is held
by any competent authority to be invalid or unenforceable in whole or in part,
the validity of the other provisions of this Agreement and the remainder of the
provisions in question shall not be affected thereby. Any change is therefore
severable and does not affect the validity and enforceability of any remaining
changes or conditions.

Rights of Third Parties

4.33This Agreement is made for the benefit of the Parties and is not intended to
benefit, or be enforceable by, any other person.

Entire Agreement

4.34This Agreement together with the documents referred to herein or any
additional agreement between the Parties which is stated to form part of this
Agreement contains the whole agreement between the Parties in respect of the
subject matter of agreement and supersedes any prior written or oral agreement
between them relating to that subject matter and the Parties confirm that they
have not entered into this Agreement on the basis of any representations that
are not expressly incorporated in this Agreement. With the exception of
liability for fraud all other terms in relation to any aspect of this Agreement
whether statutory or otherwise are hereby excluded.

Disputes

4.35All disputes, differences or questions arising out of this Agreement shall,
in the first instance, be dealt with at management levels with an option to
refer to mediation if necessary.

4.36In the event of a dispute between the Parties, the Parties agree to
negotiate in good faith a resolution of the dispute. If a resolution cannot be
reached after thirty (30) days of negotiations, the dispute shall be resolved
either through arbitration, if agreed to by the Parties, or in the court having
exclusive jurisdiction.

4.37The Parties agree that they shall bring any dispute against the other in
their respective individual capacities and not as a claimant or class member in
any purported class, group litigation order or as an association.

4.38In any dispute, the prevailing party shall be entitled to recover its legal
fees.

Limitation Period

4.39The Parties agree that any cause of action arising out of or related to the
Platform or the Services must be initiated within one (1) year after the cause
of action arose; otherwise, such cause of action will be permanently barred.

Publicity

4.40Silverwing shall be entitled to refer to You as a customer of Silverwing in
its sales and marketing information and use Your logo in such literature.
Silverwing will only include the Your name and or logo in press releases with
the prior written consent.

4.41You agree to provide a fair reference for Silverwing to potential suppliers,
at Silverwing's reasonable request. Any other public disclosure or announcement
will be by mutual agreement.

Law & Jurisdiction

5.This Agreement and any dispute or claim (including non-contractual disputes or
claims) arising out of or in connection with it or its subject matter or
formation shall be governed by and construed in accordance with the law of
England and Wales. You irrevocably agree that the Courts of England and Wales
shall have exclusive jurisdiction to settle any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection with this
Agreement or its subject matter or formation.















This Agreement has been entered into on the date stated above:





SIGNATURES




For and on behalf of Silverwing

Name

 

Job role/title

 

Signature

 

Date

 







For and on behalf of the Client

Name

 

Job role/title

 

Signature

 

Date

 

6.

7.















 1. 

 1. 

DATA PROTECTION PARTICULARS

8.

The subject matter and duration of the Processing




As controller: Personal Data, for which Silverwing are Controllers for the
purposes of administering and managing this Agreement




As processor: Personal Data, for which Silverwing are Processors for the purpose
of setting up an account on the Platform, using the Services or facilitating use
of the Services and facilitating a sale or purchase of the Products.




The nature and purpose of the Processing




As controller: In order to manage and facilitate the relationship between
Silverwing and the Supplier and /or Node Controller.




As processor: In order to provide the services on the Platform and facilitate
sales between Sellers/Suppliers and Buyers/Lessors.




The type of Personal Data being Processed




As Controller: contact details of Client and Client representatives including:
Name, email address, phone number, account ID documents including copy of
passport.




As Processor: information shared by Client via the Platform which is available
to view by a Buyer, Suppliers (when acting as Node Controller), Vendor, Lessor
including Client representative's contact details including name, address, email
address.




The categories of Data Subjects

As controller: Clients, representatives of Clients.




As Processor: Buyers, Lessors, Suppliers, Node Controllers, Vendors

9.





























































Schedule 2: Price Curve Transactions










Price Curve

The Price Curve is a pricing structure for Offers that you or a Vendor can use
to sell Products to Purchasers within an Offer via the Platform. A Price Curve
is visible to all Purchasers as a graph showing price in pounds against the
cumulative quantity of units sold. This graph is distinct for each Offer
available for purchase or 'Relevant Price Curve'. For the avoidance of doubt,
not all Offers will have a Price Curve.

Each Price Curve is only available for the Offer Period. Once the Offer Period
has ended, no further purchases of that Offer will be permitted under the
Relevant Price Curve. For the avoidance of doubt, there is no limit to the
number of subsequent Offers that can be created for each product.

The Current Price of each Product at any given time within the Offer Period is
dependent on the total quantity of units previously sold within the collective
of all Qualifying Purchases made by all Purchasers, in accordance with the
Relevant Price Curve.

As a Purchaser inputs their specified quantity of an Offer, their Price Payable
updates in accordance with the Relevant Price Curve.

Upon acceptance of the relevant order, the Price Payable for that specific Order
will be locked as the Purchaser Contract Price and the cumulative volume of the
Offer sold will update in real time. The Current Price for all relevant
Suppliers (and Vendors as applicable) will reflect this update.

All prices are shown on the Relevant Price Curve excluding VAT.

Price Curve ordering and acceptance process

Silverwing, acting as agent on behalf of the Supplier (and/or Vendor as
Applicable), will receive an order on the platform and notify you or the Vendor
(as applicable) of any orders on the Platform and you or the Vendor (as
applicable) are responsible for notifying Silverwing that the order is accepted
subject to the Supplier Contract or the Vendor Contract (as applicable).

Once Silverwing receives this notification (as referred to at section 28.2.1),
the order will be considered accepted and Silverwing will conclude the
transaction by payment as authorised agent on behalf of the Supplier (where you
are acting as a supplier) and/or Vendor (where you are acting as a Purchaser
(see sections 28.3 and 28.4 for detail). This will then constitute a Qualifying
Purchase.

The Automatic Order Acceptance feature (as described at section 4.5.4) is also
available for Price Curve orders.

Invoice generation for Price Curve purchases

Upon acceptance of the order for a Qualifying Purchase, you (or the Vendor as
applicable) will create an invoice for the Order. The invoice will be addressed
and sent in electronic form to the Silverwing, acting on behalf of the
Purchaser, and will include the payment details as set out in section 28.4, at
the relevant time (as you (or the Vendor) set out on the Platform).

Upon acceptance of the order for a Qualifying Purchase, Silverwing will create
an invoice for the Purchaser Contract Price for the order on Your behalf (where
you act as a Supplier) or on the Vendors behalf (where you act as a purchaser)
at the appropriate time as (You or the Vendor set out on the Platform, Where you
act as a Supplier The invoice will be addressed and sent in electronic form to
the Buyer by Silverwing, acting on Your behalf, and in Silverwing's name whilst
referencing and disclosing Your identity as principal. The invoice will include
the payment details (as set out in section 4.5.5 including but not limited to
Price Due, Silverwing Bank details and payment terms) at the relevant time set
out on the Platform. Simultaneously, Silverwing will create an invoice for the
Price Due in Your name addressed and sent to Silverwing for Your sale on Your
behalf, referencing and disclosing the identity of the Buyer. For the purposes
of VAT, Silverwing will be acting as Your Undisclosed Agent.

Where you act as a Purchaser,the invoice will be addressed and sent in
electronic form to You by Silverwing, acting on behalf of the Vendor, and in
Silverwing's name whilst referencing and disclosing the Vendor’s identity as
principal. The invoice will include the payment details (as set out in the
Vendor Contract including but not limited to Purchaser Contract Price,
Silverwing Bank details and payment terms) at the relevant time set out on the
Platform. For the purposes of VAT, Silverwing will be acting as the Undisclosed
Agent of the Vendor.

9.1.1

9.1.2

Payment of Price Curve purchases

Purchasers may use the Platform to make purchases using their Trade Credit
Facility, as per the Supplier or the Vendor Contract (as applicable).

Subject to section 28.4.3, if a Purchaser has purchased Products using credit
granted under a Trade Credit Facility, it is the Purchaser and not Silverwing
that should be pursued for payment.

Pursuant to 3.2 and Silverwing's agreements it has in place with other
Purchasers, Suppliers and Vendors, Silverwing is authorised to act as a Supplier
or Vendors payment agent for the receipt of payment of Offers. The Purchaser
will pay Silverwing in full and on demand for the Purchaser Contract Price in
full and on demand as an Upfront Payment or n advance of the Trade Credit
Facility. For the avoidance of doubt, for a Buyer this will be 30 calendar days.
The receipt of these funds in full will absolve the Purchaser's obligation to
pay you under the Supplier Agreement or Vendor Agreement (as applicable) in
respect to the Qualifying Purchase (where acting as Supplier) or the Vendor
(where you are a Purchaser). For the avoidance of doubt, upon Our receipt of the
Purchaser Contract Price in Full, title (where relevant) will transfer from You
to the Buyer (where you act as supplier, or from the Vendor to You (where you
act as a Purchaser).

Upon Silverwing's receipt of payment in full of the Purchaser Contract Price
from the Purchaser, Silverwing will confirm receipt and will pay you (where you
act as a Supplier) or the Vendor (where you act as a Purchaser) in full for the
Purchaser Contract Price. This payment from Silverwing shall be deemed the
'Initial Payment' and will be added to the Balance Transfer Statement and will
initiate onward payment in accordance with Section 4.12.

Upon Silverwing's payment in full of the Initial Payment, we will change the
status of the Purchaser's Price Curve Credits from Pending to Redeemable for the
relevant Qualifying Purchase. Redeemable Price Curve Credits may then be used in
accordance with section 28.5.

You will (where you are a Supplier) or the Vendor will (where you are a
Purchaser) notify Silverwing upon receipt of payment in full for the Price Due
from us.

At your discretion you may opt to use the Automatic Net Transaction for the
receipt of the Price Due from the Buyer (collected by Silverwing on your behalf)
and your Price Due for the Vendor (collected by Silverwing on behalf of the
Vendor). Upon Silverwing's receipt of the Buyer Contract Price from the Buyer,
Silverwing will add both the Initial Payment that Silverwing owes to you and the
Supplier Contract Price that you owe to Silverwing on Behalf of the Vendor, to
the Balance Transfer Statement. Silverwing will mark your Supplier Contract
Price for the Vendor as pre-paid on the Balance Transfer Statement and you will
be transferred any difference. For the avoidance of doubt, with the Automatic
Net Transfer you will receive the difference between the Buyer Contract Price
from the Buyer and the Supplier Contract Price for the Vendor, which shall be
equal to your Margin.

Price Curve Credits

If Purchasers make a Qualifying Purchase, then a Purchaser may be entitled to
earn Price Curve Credits.

Purchasers will see a positive balance on the Platform associated with their
Account ('Price Curve Credits') where, in accordance with the Relevant Price
Curve, the Current Price of the Supplier (or Vendor as applicable) whom the
Purchaser purchased from during the Offer is less than the Purchaser Contract
Price for the Qualifying Purchase. The Price Curve Credits appearing on an
Account will be equal to the difference between the Purchaser Contract Price
less the Current Price for the relevant Supplier (or Vendor as applicable).
Price Curve Credits will continue to be generated on the Account until the Offer
Period ends, at which point no further Price Curve Credits will be generated in
relation to that Relevant Price Curve.

Price Curve Credits represent the rebate on the Purchaser Contract Price that
either you (where you act as a Supplier) or the Vendor (where you act as a
Purchaser) have been able to pass onto Purchasers, due to the collective impact
of all eligible purchases made against the Relevant Price Curve.

Price Curve Credits will show as Pending and will not be redeemable for use by
the Purchaser until Silverwing has received payment in full from the Purchaser.

Buyers will be entitled to withdraw their Redeemable Price Curve Credits or
offset these against future purchases however you (in your capacity as a
Purchaser) will not be entitled to withdraw the Redeemable Price Curve Credits
and may only use these to credit a Buyer's Price Curve Credit account.

Where you act as a Supplier, and create an offer, you will guarantee the payment
of the Discount Monies to Silverwing in accordance with section 28.6 and you
hereby authorise Silverwing to transfer out of the Discount Monies Account the
Redeemable Price Curve Credits for subsequent withdrawal or offsetting as
elected by the Buyer in accordance with Section 28.7.

Where you are a Purchaser, in accordance with section 3.2, you acknowledge that
Silverwing will pay your Redeemable Price Curve Credits on behalf of the Vendor.

It is the responsibility of you, the Buyer and the Vendor to ensure that you
appropriately account for VAT on any sales you make on the Platform and any
Price Curve Credits you generate and pay, in accordance with applicable laws,
legislation and accounting standards.

Payment of Price Curve Credits to Purchasers

By default, You (where you act as a Supplier that creates an Offer) or the
Vendor (where you act as a Purchaser) will use the "Automatic Net Transaction"
for the payment of the Initial Payment and the Discount Monies payment. Upon
receipt of the Purchaser Contract Price from the Purchaser, Silverwing will add
both the Initial Payment (that Silverwing owes to you) and the Discount Monies
payment (that you owe to Silverwing (with an associated Invoice) to the Balance
Transfer Statement. Silverwing will pay you the net off the payments in
accordance with the Balance Transfer Statement. For the avoidance of doubt, with
the Automatic Net Transaction you or the Vendor (as applicable) will receive the
Minimum Price per unit of the Offer for that Order, (unless the Offer has ended,
in which you will additionally receive and Final Payment due from Silverwing in
accordance with section 28.6.3), with the Discount Monies being segregated and
transferred to the Discount Monies Account.

At the end of the Offer Period, Silverwing will pay you (or the Vendor as
applicable) the Final Payment. The Final Payment will appear on the Balance
Transfer Statement for daily reconciliation.

The Final Payment will be equal to the difference between Final Price and the
Minimum Price.

For the avoidance of doubt, if the Purchaser’s Current Price does not decrease
within the Offer Period from the date of the Qualifying Purchase, then the Final
Payment will be the for the total of the Discount Monies amount.

If the Purchaser’s earns Price Curve Credits (in accordance with section 28.5).
Silverwing will transfer the funds (in accordance with section 28.7), equal to
the Redeemable Price Curve Credits from the Discount Monies Account to the
relevant Purchaser's Price Curve Credits account.

When a Buyer initiates a withdrawal or use of a Redeemable Price Curve Credit
with you on the Platform (and you are acting as a Purchaser), If you do not have
Redeemable Price Curve Credits (created from the Qualifying Purchase) with the
Vendor, Silverwing will produce a Credit Note (in accordance with section 28.7)
in your name, for the relevant Redeemable Price Curve Credits and add this to
the daily Balance Transfer Statement. Silverwing will automatically initiate the
redemption of the equal number of Redeemable Price Curve Credits from a Vendor
to you when they are generated.

If you have Redeemable Price Curve Credits with the Vendor (associated with the
Qualifying Purchase) You acknowledge that Silverwing will pay you the Redeemable
Price Curve Credits on behalf of the Vendor. And you pursuant to section 3.2 You
authorise Silverwing to initiate onward payment on your behalf to the Buyer.
Silverwing (acting on behalf of the Vendor) will provide you with a credit note
from the Vendor in accordance with Section 4.13. Silverwing will simultaneously
generate a credit note in your name for Silverwing (acting on Your behalf
Buyer). Both credit notes will be added to the Balance Transfer Statement. For
the avoidance of doubt any Price Curve Credits that you are owed from the
Vendor, will be equal to the Price Curve Credit payments that you owe to the
Buyer.

Therefore, after the Final Payment and the payment of the Price Curve Credits,
there will be no funds associated with the Relevant Price Curve held within the
Discount Monies Account.

Price Curve Credit Note Generation

The Platform will produce a credit note in your name for the amount of any
Redeemable Price Curve Credits for you (or the Vendor as applicable) to send to
Silverwing (acting on behalf of the Vendor and Your behalf) associated with your
invoice to Silverwing for Sales to Buyers for the Offer, at the earliest of:

(a)the end of the Offer;

(b)the Minimum Price is reached;

(c)a Purchaser uses a Redeemable Price Curve Credit (in accordance with section
28.5)

If you create an Offer, the Platform will produce a credit note(s) from
Silverwing to you associated with the Discount Monies invoice, for the amount
of:

(d)Redeemable Price Curve Credits

(e)Final Payment

For the avoidance of doubt, the sum the credit note(s) for Redeemable Price
Curve Credits and the final Payment in all circumstances will be equal to the
sum of the Discount Monies invoice. At the earliest of:

(A) the end of the Offer;

(B) The Minimum Price is reached;

(C) A purchaser uses a Redeemable Price Curve Credit (in accordance with section
28.5)

Any Credit notes generated by the Platform will be automatically added to the
Balance Transfer Statement for immediate payment.










121926093.2\LK11 40

Close

PRIVACY

T&Cs not found - please contact admin@silverwing.co to get the latest copy
Close

COOKIES

T&Cs not found - please contact admin@silverwing.co to get the latest copy
Close