Schedule 10 — Specialist Partner Services

Schedule 10 – Partner & Third-Party Services

(to be read in conjunction with the Master Terms and Conditions)

1. Definitions

1.1 Terms defined in the Master Terms shall have the same meaning in this Schedule.

1.2 In addition:

“Referral Services” means services or products provided by a Third-Party Supplier to the Customer, where technologE introduces or refers the Customer and does not contract or bill directly.

“Third-Party Supplier” means any third-party vendor, provider or partner who contracts directly with the Customer for goods and/or services.

“Direct Contract” means a contractual relationship entered into directly between the Customer and the Third-Party Supplier, without technologE being a party.

2. Scope

2.1 This Schedule applies where technologE refers the Customer to a Third-Party Supplier, or where the Customer purchases goods or services that are delivered under a Direct Contract with such Third-Party Supplier.

2.2 technologE is not responsible for the provision, performance, quality, fitness for purpose, delivery, billing, or support of Third-Party Services supplied under a Direct Contract.

2.3 The Customer acknowledges that any rights, remedies, warranties, or service levels in relation to Third-Party Services are governed solely by the terms of the Direct Contract with the Third-Party Supplier.

3. Charges and Payment

3.1 Where a Direct Contract applies, the Customer shall pay all charges directly to the Third-Party Supplier in accordance with the terms of the Direct Contract.

3.2 technologE shall not be liable for any non-payment, dispute, or enforcement action under the Direct Contract.

4. Customer Obligations

4.1 The Customer shall contract directly with the Third-Party Supplier and comply with the Third-Party Supplier’s terms and conditions, policies, licences, and end-user agreements.

4.2 The Customer shall address all service queries, complaints, claims, or warranty requests relating to Third-Party Services directly to the Third-Party Supplier, unless otherwise instructed by technologE to route such queries through it. Any such facilitation shall not affect or increase technologE’s liability, which remains excluded in accordance with this Schedule.

5. Liability

5.1 To the fullest extent permitted by Applicable Law, technologE shall have no liability to the Customer in respect of:

(a) the performance, availability, interruption, error, or defect of any Third-Party Services;

(b) any act, omission, negligence, or default of a Third-Party Supplier;

(c) any claim, loss, or damage arising under or in connection with a Direct Contract.

5.2 Clause 13.5 of the Master Terms applies: remedies for third-party services are limited to those technologE is entitled to obtain from the relevant Third-Party Supplier and passes through to the Customer.

6. Termination

6.1 Termination of this Agreement shall not of itself terminate any Direct Contract between the Customer and a Third-Party Supplier.

6.2 Termination of a Direct Contract with a Third-Party Supplier shall not affect the continuation of this Agreement.

7. Notices

7.1 technologE may, at its discretion, facilitate introductions or communications, but any notices relating to the supply of Third-Party Services must be exchanged directly between the Customer and the Third-Party Supplier, unless otherwise instructed by technologE. Any such facilitation shall not create or imply any liability for technologE in respect of the Third-Party Services.

8. Entire Agreement for Third-Party Services

This Schedule makes clear that technologE’s role in respect of Partner & Third-Party Services is limited to an introduction. technologE shall not be deemed to have given any warranty, guarantee, or commitment in relation to Third-Party Services, beyond what is expressly set out in this Agreement.