1. DEFINITIONS & INTERPRETATIONS
1.1 Affiliate of Voyis or the Supplier means, respectively, any and all holding companies of that company and all direct or indirect subsidiaries of such holding companies and “holding company” and “subsidiary” shall have the meanings ascribed to them in section 2(1) of the Canada Business Corporations Act (R.S.C., 1985);

Applicable Data Protection Laws means all applicable data protection and privacy legislation in force from time to including without limitation the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA), the Digital Charter Implementation Act (DCIA), the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), the Brazilian General Data Protection Law (LGPD) 2018, Singapore’s Personal Data Protection Act (PDPA) 2012 and the Australian Privacy Act 1988 as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications), as well as the guidance and codes of practice issued by commissioners or other relevant regulatory authority and which are applicable to a party;

Applicable Laws means all applicable laws, statutes, regulations and codes from time to time in force;

Authentic shall mean (i) from the legitimate source claimed or implied by the marking and design of the product offered; and (ii) manufactured by, or at the behest and to the standards of, the manufacturer that has lawfully applied its name and trademark for that model/version of the material;

Agreement means collectively these Terms and Conditions, the Order, any Special Terms and Conditions, annexures, appendices and/or attachments identified as part of the Agreement;

Background IP means IP brought by either Party for use under an Order which is owned by or licensed to a Party before the date of issue of the Order, or otherwise developed or acquired by a Party other than through participation in the Order;

Control has the meaning given in Income Tax (R.S.C., 1985) including both De Jure Control and De Facto Control, and the expression change of Control shall be construed accordingly;

Corporate Failure to Prevent Fraud Offence means an offence under section 199 of ECCTA 2023 and/or the Canadian Criminal Code and any other applicable UK and/or Canadian laws, legislation, statutory instruments and regulations in relation to failure to prevent fraud and any similar or equivalent laws in any other relevant jurisdiction;

Counterfeit Electronic Part means an unlawful or unauthorised reproduction, substitution, or alteration that has been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified electronic part from the original manufacturer, or a source with the express written authority of the original manufacturer, including an authorised aftermarket manufacturer. Unlawful or unauthorised substitution includes used electronic parts represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics;

Counterfeit Part means a part that is (i) an unauthorised copy or substitute that has been identified, marked, and/or altered by a source other than the item’s legally authorised source and has been misrepresented to be an authorised item of the legally authorised source and/or (ii) a previously used part provided as ‘new’;

Cyber Security Incident means the loss accidental, or unauthorized or unlawful loss, destruction, alteration, disclosure of, access to, or control of a Digital Environment;

Cyber Security means technologies, processes, procedures and controls that are designed to protect Digital Environments from Cyber Security Incidents;

Digital Environment is information technology systems, operational technology systems, networks, organizational systems (whether of a technical nature or organizational nature), internet-enabled applications or devices and the data contained within such systems;

Force Majeure means as defined in clause 27 of these terms and conditions;

Foreground IP means any IP that arises or is obtained or developed by a Party, or by a contractor on behalf of a Party, specifically in the course of or in connection with the performance of an Order;

Fraud Offence Fraud Offence means an offence listed in Schedule 13 of the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) and/or under the Canada Business Corporations Act (CBCA) and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and any other applicable UK and/or Canadian laws, legislation, statutory instruments and regulations in relation to fraud;

Goods mean all products and materials, including those installed as part of the Services, that are sold by Supplier to Voyis under this Agreement, as described under the Order;

 IP or Intellectual Property means all intellectual property rights, patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

Licensor means any person, firm, company or partnership contracted by Voyis or Supplier to license any Intellectual Property for the purposes of supplying the Goods and/or performing the Services under an Order
Mandatory Policies means Voyis’ business policies and codes as provided by Voyis to the Supplier from time to time;

Obsolete Part means a part that is no longer in production by the original manufacturer or an aftermarket manufacturer that has been provided with express written authorisation from the original manufacturer;

Order means an order for products and/or Services issued by Voyis in accordance with these terms and conditions, including all manuals, user guides, certifications, and all other documentation required for complete testing and proper use of the Goods;

Party means VOYIS or SUPPLIER, as applicable;

Restricted Party means a person or entity that is listed on, or owned or controlled by a person or entity listed on, any Sanctions List, or that is otherwise a target or subject of Sanctions Laws;

Sanctions Authorities means the administration of Global Affairs Canada, the UK Office of Foreign Assets, the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State, the European Commission, the Danish Ministry of Foreign Affairs (Udenrigsministeriet), UK HM Treasury, the Monetary Authority of Singapore, The Brazilian Ministry of Economy (Secretaria de Comércio Exterior – SECEX), the Australian Sanctions Office (ASO) and the UN Security Council, the Department of International Trade and any other body that administers Sanctions Laws;

Sanctions Laws means all embargoes, regulations, codes, rules, decisions, directives or orders relating to and/or governing the imposition of economic or financial sanctions;

Sanctions List means the Consolidated Canadian Autonomous Sanctions List, the Specially Designated Nationals and Blocked Persons List and the Sectoral Sanctions Identification List maintained by the UK Office of Foreign Assets Control, the consolidated list of persons, groups and entities subject to EU financial sanctions, the Consolidated List of Financial Sanctions Targets maintained by UK HM Treasury or any similar list maintained or public announcement of sanctions made, by any other Sanctions Authorities;

Services mean the Services and work required to be performed by Supplier under this Agreement, as described under the Order;

Voyis means Voyis Imaging Inc., a company incorporated under the laws of Canada having its principal place of business at 120 Randall Drive, Unit E, Waterloo, Ontario, N2V 1C6;
Voyis Group means Voyis and its Affiliates;

Specifications mean all documents, plans, drawings, information, designs, data, instructions, discs, tooling or other information relating to the Goods or Services, as may be issued by Voyis from time to time;

Supplier means the company or person from whom Voyis purchases goods or services, as identified in the Order.

1.2 PRIORITY:

In the event that there is any ambiguity or inconsistency in or between the documents comprising this Agreement, the priority of the documents shall be determined in accordance with the following order of precedence:
a. any Special Terms and Conditions;
b. the Purchase Order; and
c. these Terms and Conditions.

 

2. ACCEPTANCE

2.1 Any Order shall constitute an offer by Voyis and shall lapse unless unconditionally accepted by the Supplier within 48 hours of receipt of the Order or the Supplier doing any act consistent with fulfilling the Order. Acceptance of any Order is subject to these terms and conditions which shall apply to the exclusion of the Supplier’s or any other terms and conditions.

2.2 Subject to clause 6, no waiver, modification or addition to these terms or conditions (including as to price) shall be valid unless in writing and agreed by the parties in advance.

2.3 An Affiliate of Voyis may place Orders under these terms and conditions. Any such Affiliate shall not be deemed a party to this Agreement or assume any obligations hereunder unless and until it expressly elects in writing to do so, in which case it shall be treated as a customer solely for the purposes of the relevant Order(s). For the avoidance
TERMS AND CONDITIONS FOR PURCHASE OF GOODS AND SERVICES
of doubt, Voyis shall not be liable for any obligations arising from Orders place by an Affiliate that has elected to contract directly with the Supplier.

3. PRICES

3.1 The price is as stated by Voyis in the Order. No increase in the price may be made by the Supplier without the prior written consent of Voyis in accordance with these terms and conditions.

3.2 Unless otherwise specified, the price includes all charges for the Goods or Services, the Specifications, packing, storage and transportation to the delivery address specified in the Order. Any additional charges shall be borne by the Supplier. The Supplier shall be responsible for obtaining any export or import licenses.

3.3 The price includes all taxes and duties in respect of exportation and importation of the Goods except Goods and Services Tax (GST) where the Supplier is required by law to collect GST from Voyis. GST, if any, shall be separately stated in the Supplier’s invoice and paid by Voyis subject to receipt of a valid GST invoice from the Supplier unless an exemption is available.

3.4 The Supplier shall be solely responsible for any duties, levies, tariffs or costs arising from any applicable legislation, such as U.S. tariff laws, including but not limited to Section 301 tariffs under the U.S. Trade Act of 1974 unless otherwise agreed in writing by Voyis.

4. DELIVERY

4.1 Time is of the essence in this Order and substitutions will not be accepted.

4.2 Orders shall be delivered to the delivery location specified by Voyis in the Order during Voyis’ normal business hours, or as instructed by Voyis. Delivery of the Goods shall be completed on the completion of unloading the Goods at the delivery location.

4.3 The entire Order must be delivered by the date requested, but it may not be delivered more than one week in advance of the time(s) specified without Voyis’ prior written approval.

4.4 If the Supplier fails to meet the delivery schedule, Voyis, without limiting any other rights or remedies it may have including as set out in clause 11, may:
direct an expedited form or route of delivery and any excess costs incurred as a result thereof will be borne by the Supplier; or
treat the Agreement as discharged by the Supplier’s breach.

4.5 If the Goods or Services are delivered or performed by instalments, the Order will be treated as a single Order and shall not be severable. Without prejudice to the foregoing when more than one delivery is made against any Order, the invoice and papers accompanying the last delivery must indicate that it is the final instalment.

4.6 Voyis is not obliged to accept instalments, untimely, excess or under deliveries, and such deliveries in whole or in part may, at Voyis’ option, be returned to the Supplier, or held for disposition by the Supplier at the Supplier’s expense and risk. Voyis will not be liable for the Supplier’s commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Voyis’ delivery schedule

4.7 All Goods received by Voyis shall be subject to subsequent inspection. Any signature provided by or on behalf of Voyis on a delivery note or similar document provided by the Supplier acknowledges receipt only and shall not be construed as acceptance of the Goods nor as evidence of their quantity, condition, or conformity with the Order. Voyis’ rights to inspect and reject the Goods under this Agreement remain fully reserved and unaffected

4.8 If the Supplier requires Voyis to return any palters, packaging or packing materials to the Supplier, that requirement must be clearly stated on the delivery note accompanying the Goods, and any such returns shall be at the Supplier’s expense.

5. RISK & TITLE

5.1 Risk shall pass once the Goods have been unloaded upon delivery to the delivery location specified in the Order.

5.2 Subject to the following provisions:-
each Order as it is constructed together with its component parts and equipment so far as incorporated therein; and
all materials and other items whatsoever which the Supplier shall acquire or allocate for incorporation in any Order
shall vest in and become the absolute property of Voyis, as from the time the construction begins or the materials or items are so acquired or allocated and are in the possession of the Supplier for the sole purposes of completing the Order and delivering it when completed to Voyis, and shall not be within the ownership, control or disposition of the Supplier.

 5.3 Neither the Supplier nor any other person shall have a lien on any Goods, materials or things which have vested in Voyis under clause 5.2 for any sum due to them and the Supplier shall take all such steps as may be reasonably necessary to ensure that the title of Voyis and the exclusion of any such lien, are brought to the notice of all sub-contractors and other persons dealing with any such Goods, materials or things.

5.4 Without prejudice to the above , the Supplier shall ensure that as from the time when the construction begins, or as soon thereafter as is practicable and that as from the time when any such materials or things are so acquired, or allocated, a mark shall be placed thereon where possible, or where this is not possible, such a notice shall be displayed and record made in the books of the Supplier as may be necessary for the purpose of ensuring that all such Goods, materials or things as aforesaid are readily identifiable as being the property of Voyis and if any direction is given by Voyis to the Supplier as to the steps to be taken to ensure that any such Goods, materials or things shall be readily identifiable as being the property of Voyis, the Supplier shall comply with that direction.

5.5 In the event of the rejection of any Goods or of any materials or things, the Goods, materials or things so rejected shall forthwith re-vest in the Supplier.

5.6 Without prejudice to any other rights it may have, any payment made by Voyis in respect of the Goods, materials or things which re-vest in the Supplier under clause 5.5 shall be recoverable from the Supplier

6. MODIFICATION OF ORDER

6.1 Voyis may modify any Order in all or in part at any time prior to delivery of the Order by notice in writing. If such modification affects the price, delivery schedule or other performance requirement, the Supplier may make a written claim for an equitable adjustment within five (5) days after receipt of such notification of change, and only in that event will an adjustment be made by Voyis to the price, delivery schedule and/or other performance requirement (which shall be reasonable in the circumstances) and this shall be the Supplier’s sole remedy in respect thereof.

6.2 The Supplier shall notify Voyis in writing in advance of any and all (a) changes to the Goods and/or Services, their Specifications and/or composition; (b) process changes (c) plant and/or equipment/tooling changes or moves;
(d) transfer of any work hereunder to another site; and /or sub-supplier changes; and no such change shall occur until Voyis has had the opportunity to determine the impact of such change on the Goods and/or Services and has approved such changes in writing. The Supplier shall be responsible for submitting proper documentation regarding any changes.

6.3 Notwithstanding the foregoing under clause 6.1, the Supplier shall remain obligated to deliver the Goods and/or Services under the Order, and to perform its obligations under this Agreement in a timely manner in accordance with clause 7.2 below.

7. SUPPLIER’S OBLIGATIONS

7.1 The Supplier shall for the duration of the Order supply the Goods and/or Services to Voyis in accordance with the terms of the Agreement.

7.2 The Supplier shall meet any performance dates for the Goods and/or Services specified in the Order or that Voyis notifies to the Supplier and time is of the essence in relation to any of such performance dates.

7.3 In providing the Goods and/or Services, the Supplier shall:
co-operate with Voyis in all matters relating to the Services, and comply with all instructions of Voyis;
perform the Services with the best care, skill and diligence in accordance with best practice in the
Supplier’s industry, profession or trade;
use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Agreement;
ensure that the Goods and Services will conform without any deviation with all descriptions and Specifications set out in the Order, and that the Goods shall be fit for any purpose that Voyis expressly or impliedly makes known to the Supplier;
provide all equipment, tools and vehicles and such other items as are required to provide the Services;
use the best quality Goods, materials, standards and techniques, and ensure that the Goods and materials supplied and used in the Services or transferred to Voyis, will be free from defects in workmanship, installation and design;
obtain and at all times maintain all licenses and consents which may be required for the provision of the Services;
comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services, and with any policies as may from time to time be notified by Voyis;
observe all health and safety rules and regulations and any other security requirements that apply at any of Voyis’ premises or worksites;
hold all materials, equipment and tools, drawings, Specifications and data provided by Voyis to the Supplier (“Voyis Materials”) in safe custody at its own risk, maintain Voyis Materials in good condition until returned to Voyis, and not dispose or use Voyis Materials other than in accordance with Voyis’ written instructions or authorization;
not do or omit to do anything which may cause Voyis to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Voyis may rely or act on the Services; and
notify Voyis in writing immediately upon the occurrence of a change of Control, change of organization, methods of Control, or a change of management of the Supplier. Upon Voyis’ request, the Supplier shall promptly provide Voyis with such information as Voyis may reasonably require to assess the impact of any change of Control, change of organization, methods of Control, or a change of management of the Supplier.

7.4 If, during any consecutive three (3) month period:
the rate of returns for any Goods equals or exceeds eight percent (8%) of the total units of such Goods supplied during that period, irrespective of whether such Goods are ultimately determined to be defective; and/or
if the volume or nature of recurring Voyis customer complaints relating to the Goods, once integrated, materially and adversely impacts the marketability, performance, or sales of the end product into which it is incorporated;
notwithstanding clauses 7.3 and 9, Voyis may, at its sole discretion and at the Supplier’s sole expense, require the Supplier to promptly reimburse the Voyis, upon demand, for any penalties, costs, losses, or damages that Voyis is obligated to pay to its customers, end users of the Goods, or any other third party arising out of or in connection with this clause 7.4 which the Supplier shall be liable to pay in full.

8. OBSOLESCENCE AND COUNTERFEIT PARTS

8.1 Supplier shall take appropriate actions to mitigate parts obsolescence in order to maximize the availability and use of authentic, originally designed, and qualified parts throughout the Goods lifecycle.

8.2 Voyis may desire and hereby reserves the right to place additional orders for items purchased hereunder. Supplier shall provide Voyis with a “last time buy notice” at least twelve (12) months prior to any action to discontinue any item purchased under this Agreement.

8.3 Supplier shall notify Voyis if parts they have supplied contain materials at risk of future obsolescence or supply risk due to current or proposed regulations and/or standards, either domestic or foreign.

8.4 Supplier shall have in place policies and procedures for training personnel, designing and maintaining systems to mitigate risks associated with parts obsolescence, making sourcing decisions, prioritizing critical and sensitive components, ensuring traceability of parts, developing lists of trusted and non-trusted suppliers, flowing down requirements to subcontractors, and taking corrective action.

8.5 Supplier represents and warrants that only new and authentic materials are used in Goods required to be delivered to Voyis and that the Goods delivered contain no Counterfeit Parts. No other material, part, or component other than a new and authentic part shall be used unless approved in advance in writing by Voyis. To further mitigate the possibility of the inadvertent use of Counterfeit Parts, Supplier shall only purchase authentic parts/components directly from the original component manufacturer or original equipment manufacturer or through the original component manufacturer’s or original equipment manufacturer’s authorized distribution chain. Supplier must make available to Voyis, at Voyis’ request, original component manufacturer or original equipment manufacturer documentation that authenticates traceability of the components to that applicable original component manufacturer or original equipment manufacturer.

8.6 Purchase of parts/components from independent distributors is not authorized unless first approved in writing by Voyis. Supplier must present complete and compelling support for its request and include in its request all actions needed to ensure that the parts/components thus procured are legitimate parts. Voyis may additionally need to get its customer’s approval of Supplier’s request. Awaiting the processing of such requests shall not constitute a basis for excusable delay on part of the Supplier. Voyis’ approval of Supplier request(s) does not relieve Supplier’s responsibility to comply with all Agreement requirements, including the representations and warranties in this provision.

8.7 Supplier shall maintain a documented system (policy, procedure, or other documented approach) that provides for prior notification to Voyis and its written approval before parts/components are procured from sources other than original component manufacturer or original equipment manufacturer or through the original component manufacturer’s or original equipment manufacturer’s authorized distribution chain. Supplier shall provide copies of such documentation for its system for Voyis’ inspection upon Voyis’ request. Supplier’s system shall be consistent with applicable industry standards, for the detection and avoidance of Counterfeit Electronic Parts and Suspect Counterfeit Electronic Parts, including policies and procedures for training personnel, designing and maintaining systems to mitigate risks associated with parts obsolescence, making sourcing decisions, prioritizing sensitive
components, ensuring traceability of parts, developing lists of trusted and non-trusted suppliers, flowing down requirements to subcontractors, inspecting and testing parts, reporting and quarantining Suspect Counterfeit Electronic Parts and Counterfeit Electronic Parts, and taking corrective action.

8.8 Supplier shall flow the requirements of this provision to its subcontractors and suppliers at any tier for the performance of this Agreement.

8.9 Should Supplier become aware of a Counterfeit Part or Suspect Counterfeit Part that, by any means, has been delivered to Voyis, or acquired for this Agreement whether or not delivered to Voyis, Supplier shall notify Voyis as soon as possible but not later than 7 days of discovery. This requirement will survive this Agreement.

8.10 Supplier shall be liable for cost of Counterfeit Parts and Suspect Counterfeit Electronic Parts and the cost of rework or corrective action that may be required to remedy the use or inclusion of such parts.

8.11 Supplier shall quarantine Suspect Counterfeit Electronic Parts and Counterfeit Electronic Parts and make them available for investigation by appropriate government authorities. Suspect Counterfeit Electronic Parts and Counterfeit Electronic Parts shall not be returned to the supply chain unless and until such time that the parts have been certified to be authentic.

9. WARRANTIES

9.1 The Supplier warrants that:
the quantity of the Goods shall be as specified in the Order;
the Goods and Services supplied will conform to all applicable Specifications and samples;
the Goods and Services will be of satisfactory quality (as defined in the Sale of Goods Act R.S.O. 1990 s.15 ) of good material and workmanship, free from defects and will be fit and sufficient for the purpose intended;
the Goods and Services will conform with all applicable statutory and regulatory requirements and any other international standards;
the Services will be performed by appropriately qualified and trained personnel, with due care and diligence;
the Goods and Services shall comply with Voyis’ quality conditions as issued by Voyis from time to time;
the processes and practices used by the Supplier in the supply shall comply with applicable Health and Safety and Environmental regulations, including without limitations, the requirements described under clause 14 of these Terms and Conditions
the goods and services do not and will not at any future time, in any way, infringe the intellectual property rights or any other rights of any third parties; and
the goods be sold by the Supplier shall be free from any liens, charges and encumbrances, and the Supplier shall transfer full and beneficial title to Voyis with full title guarantee.

9.2 These warranties shall be in addition to all other warranties, express, implied or statutory.

9.3 Payment for, inspection of, acceptance or receipt of Goods or Services shall not constitute a waiver of any breach of warranty

9.4 Where Goods do not conform to the Specifications and/or warranties provided by the Supplier, Voyis may impose a reasonable charge for handling, storing and returning the affected Goods.

10. INSPECTION AND TESTS

10.1 Voyis reserves the right to inspect and/or test Goods or Services to the extent practicable on reasonable notice, including during manufacture and, in any event, prior to acceptance.

10.2 The Supplier hereby permits access to the Supplier’s facilities for inspection of Goods or Services by Voyis, its’ agents or employees and will, at no additional cost to Voyis, provide all tools, facilities and assistance reasonably necessary for such inspection.

10.3 It is expressly agreed that inspection and/or payment for the Goods or Services prior to final acceptance will not constitute acceptance of the Goods or Services. Voyis shall be entitled to reject any Goods or Services delivered which are not in accordance with these terms and conditions. Voyis shall not be deemed to have accepted the Order unless it has failed to reject them after having had 30 days within which to inspect them or, in the case of a latent defect, 30 days from such latent defect becoming apparent to Voyis.

10.4 Without prejudice to any other rights it may have and in addition to the right to indemnity pursuant to clause 25, Voyis shall have the right upon rejection of Goods or Services which do not comply with these terms and conditions (or any part thereof):
to require the Supplier to repair or correct the same or to supply replacements in accordance with these terms at the Supplier’s expense and risk within 7 days or such other period as specified by Voyis; and/or
at Voyis’ sole option the right for Voyis to correct or repair the same and the Supplier shall indemnify Voyis against all costs (including as to labor or spare parts) in respect of such correction or repair; and/or
at Voyis’ sole option (and whether or not Voyis has previously required the Supplier to repair or to supply any replacement Goods or Services), to treat the Agreement as discharged by the Supplier’s breach and require the repayment of any part of the price which has been paid.

10.5 Goods or Services which have been delivered and rejected in whole or in part may, at Voyis’ option, be returned to the Supplier or notified in writing to the Supplier for collection in either case at the Supplier’s risk and expense. Voyis reserves the right to charge storage costs and rejected Goods will be stored at the Suppliers risk.

11. DELAYS

11.1 If Supplier fails to comply with delivery of the Goods and/or Services by the performance due date, Supplier shall pay pro-rata damages to Voyis, in respect of this default, for each day (or part thereof) that elapses from and including the performance due date of an amount equal to 0.1% of the Order value up to the maximum aggregate liability for damages of 7.5% of the Order value.

11.2 The Parties agree that the amount of damages for delay, payable by Supplier, in accordance with this clause 11, represents an agreed, genuine pre-estimate of loss likely to be suffered by Voyis, in the event of a delay to performance beyond the relevant performance due date. The payment of damages for delays does not relieve Supplier from its obligations to provide and/or install the Goods and/or to perform the Services, or from any other obligations or liabilities under this Agreement.

12. CONFIDENTIALITY OBLIGATIONS

12.1 Supplier undertakes that it shall not at any time during this Agreement and for a period of five (5) years after termination (save for Confidential Information classified as trade secrets which shall remain confidential indefinitely) disclose to any person any confidential information concerning the business, affairs, customer, clients or suppliers of Voyis or of any member of the Voyis Group, including information relating to Voyis’ operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (Confidential Information), except as permitted by clause 12.2.

12.2 Supplier may disclose Confidential Information:
to its employees, officers, agents, consultants or subcontractors who need to know such information strictly for the purposes of carrying out its obligations under or in connection with the Order, provided that the Supplier shall ensure that its representatives comply with the confidentiality obligations contained in this clause 12.2.1 as though they were a party to this Agreement. The Supplier shall be responsible for its representatives’ compliance with the confidentiality obligations set out in this clause; and
as may be required by law, as mandated by a court of competent jurisdiction or any governmental or regulatory authority, provided that Supplier (prior to making such disclosure) shall give prompt notification to Voyis in order to enable Voyis make (to the extent permissible) appropriate representation or challenge to such disclosure requirement.

12.3 Voyis reserves all rights in its Confidential Information. No rights or obligations in respect of Voyis’s Confidential Information other than those expressly stated in this Agreement are granted to the Supplier or to be implied from this agreement.

12.4 The Supplier agrees that all information furnished or disclosed to Voyis by the Supplier in connection with the placing or filling of this Order is furnished or disclosed as a part of the consideration for this Order, and that such information is not, unless otherwise agreed to by Voyis in writing, to be treated as confidential or proprietary to the Supplier, and that Supplier shall assert no claims (other than for patent infringement) by reason of the use or disclosure of such information by Voyis, its assigns or its customers.

13. PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY

13.1 Supplier shall retain the ownership of Background IP owned by the Supplier (“Supplier Intellectual Property”). Voyis shall retain the ownership of all of Voyis’s Background IP and Voyis shall acquire exclusive title to all Foreground IP arising from the performance of this Agreement (“Voyis Intellectual Property”). Nothing in these Terms & Conditions shall transfer ownership of Background IP from or to any Party. No rights or licences in IP are granted save as expressly set out in these Terms and Conditions.

13.2 Voyis hereby grants to Supplier, for the purposes of the supply of the Goods and/or performance of the Services only, a limited, terminable, non-exclusive, royalty-free, non-transferable license to use such Voyis Intellectual Property supplied by Voyis to Supplier. This license will terminate on termination or expiry of this Agreement.

13.3 Supplier on its own behalf and on behalf of its subcontractors hereby grants to Voyis an irrevocable, perpetual, royalty-free and transferable (including with right to assign its rights without consent to any purchaser of an interest
in all or part of the Goods and/or Services) license and sublicense under the Supplier Intellectual Property, with the right to further sublicense: (i) to engineer, procure, design, finance, construct, inspect, test, validate, commission, operate, repair, maintain, upgrade and expand the Goods and/or Services, (ii) to copy, reproduce, and distribute all Supplier Intellectual Property in connection with the foregoing purposes with respect to the Goods and/or Services, and (iii) to prepare derivative works to perform the items listed in (i) and (ii) above. Voyis shall have the right to convey this license to a purchaser of the Goods and/or Services or of any direct or indirect interest therein. The rights and licenses and sublicenses set forth in this clause

13.3 shall survive any expiration or termination of this Agreement.

13.4 Supplier and Voyis acknowledge that Licensors are expected to reserve their ownership rights with respect to all their pre-existing Intellectual Property licensed to Voyis or Supplier (as applicable), as set forth in the applicable subcontract or license agreement (“Third Party Intellectual Property”). The ownership of such Third Party Intellectual Property shall be governed by the applicable license agreement or subcontract, except that Supplier shall procure from each of its subcontractors an agreement with provisions consistent with this clause

13.4, and shall expressly include the grant to Voyis of an irrevocable, perpetual, royalty-free and transferable (including with right to assign its rights without consent to any purchaser of an interest in all or part of the Goods and/or Services) license and sublicense to use all Third Party Intellectual Property of such subcontractors: (i) to engineer, procure, design, finance, construct, inspect, test, validate commission, operate, repair, maintain, upgrade and expand the Goods and/or Services, (ii) sell, and export products using the Goods and/or Services; (iii) to copy, reproduce, and distribute all such Third Party Intellectual Property in connection with the foregoing purposes with respect to the Goods and/or Services and (iv) to prepare derivative works to perform the items listed in (i), (ii), and
(iii) above. Voyis shall have the right to sublicense the foregoing license and sublicense in this clause 13.4
(i) – (iii) and the license and sublicense in clause 13.3 (i) and (ii) to a third-party supplier to complete the engineering and/or procurement under this Agreement or modify the Goods and/or Services. The rights and licenses and sublicenses set forth in this clause 13.4 shall survive any expiration or termination of this Agreement.

13.5 The licenses and sublicenses granted herein to Voyis under the Supplier Intellectual Property and Third Party Intellectual Property, including all rights and obligations related thereto, shall be assignable by Voyis, whether in whole or divisibly, without the approval or consent of Supplier and any Licensor, to: (i) any financing entity by way of collateral assignment or pledge; (ii) any entity that acquires substantially all of the assets of Voyis with respect to the Goods and/or Services; (iii) any Affiliate of Voyis that succeeds to substantially all of the assets of Voyis; or (iv) any successor entity in merger, consolidation, or acquisition involving Voyis; provided, however that, any such assignee or transferee assumes the obligations of Voyis hereunder with respect to such Intellectual Property.

13.6 The Supplier shall immediately upon request by Voyis enter into such documents or agreements and provide such assistance (at no additional cost to Voyis) as Voyis shall reasonably require evidencing such rights.

14. HEALTH, SAFETY AND THE ENVIRONMENT

14.1 In providing the Goods and/or Services, the Supplier shall observe all health and safety rules and regulations, including without limitation the health, safety and environmental requirements of the Occupational Health and Safety Act 1978, the Federal Canada Consumer Product Safety Act 2005, the Canadian Hazardous Products Regulations, the and the Occupational Health and Safety Act 1978, s.11.08. Goods must meet all relevant health and safety requirements applicable to Goods both in the state or form supplied to Voyis and when incorporated in or combined with other goods which are either referred to in the Order or with which they would be incorporated or combined in the normal course.

14.2 Supplier hereby represents that it shall utilise and employ the most energy and environmentally efficient tools, products, materials, processes and facilities that are reasonably available to Supplier for supplying the Goods and Services under the Order. Furthermore, Supplier agrees to promptly inform Voyis of any improvements, upgrades or modifications to such tools, products, materials, processes or facilities, which are capable of achieving greater environmental or energy efficiency than those currently used by Supplier.

14.3 The Supplier shall comply with Environmental, Social, and Governance (ESG) principles, including but not limited to reducing carbon emissions, ensuring ethical labour practices and promoting diversity and inclusion in its operations. The Supplier shall provide annual ESG reports to Voyis upon request, detailing its compliance with these principles and any initiatives undertaken to improve ESG performance.

15. TOOLING

15.1 Unless otherwise specified in the Order, all tooling and/or all other articles required for the performance of the Order shall be included in the cost of the Goods or Services and shall be maintained in good condition and replaced when necessary at the Supplier’s expense.
15.2 Property in the tooling and/or all other articles required for the performance of the Order shall pass to Voyis in accordance with the provisions of Clause 5.

16. SUBCONTRACTING
The Supplier shall obtain Voyis’ prior written consent before subcontracting out any part of this Order, provided this limitation shall not apply to the purchase of standard supplies or raw materials. Notwithstanding the foregoing, the Supplier shall remain responsible for the performance of the subcontractor.

17. BUYER’S PROPERTY

17.1 The Supplier acknowledges that Specifications provided by Voyis, including any tools, jigs, dies and/or materials of any other nature furnished to the Supplier are Voyis’ property.

17.2 The Supplier will keep adequate records of such property which will be made available to Voyis upon request, and will store, protect, preserve, repair and maintain any property belonging to Voyis in accordance with sound industrial practice, at the Supplier’s expense and risk.

17.3 The Supplier shall indemnify and keep indemnified Voyis against any loss or damage to Voyis’ property
or (at Voyis’ sole discretion) replace such items.

18. INSURANCE

18.1 During the term of the Agreement, the Supplier shall maintain in force the following insurance policies with reputable insurance companies:
public liability insurance with a limit of up to $2,000,000 (two million Canadian dollars) for claims arising from a single event or series of related events in a year;
product liability insurance with a limit of up to $2,000,000 (two million Canadian dollars) for claims arising from a single event or series of related events and for all events in total whether related or not in a year;
employer’s liability insurance with a limit of at least $10,000,000 (ten million Canadian dollars) for claims arising from a single event or series of related events in a year; and
cyber liability insurance with a limit of at least $2,000,000 (two million Canadian dollars) to cover claims arising from a single event or series of related events and for all events in total whether related or not in a year arising from cybersecurity breaches, including data breaches, ransomware and other cyber incidents affecting Voyis’ data or systems.

18.2 The Supplier shall, within 14 days of the commencement of the Agreement and annually thereafter or otherwise upon request in writing at any time, provide Voyis with a valid insurance certificate evidencing compliance with the insurance requirements set forth in this clause 18. Failure to provide such certificates shall constitute a material breach of this Agreement.

18.3 If the Supplier fails upon request to produce to Voyis satisfactory evidence per clause 18.2, then and in such case, Voyis may effect and keep in force any such insurance and pay such premium or premiums that may be necessary for the purpose and from time to time deduct the amount so paid from any monies due or which may become due to the Supplier or recover the same as a debt due from the Supplier.

19. PAYMENT TERMS

19.1 In respect of the supply of Goods or the provision of Services (except where milestone payments are stated in the Order), the Supplier shall invoice Voyis upon the delivery of the Goods or performance of the Services as described in the Order. Each invoice shall quote the relevant Order number date of the Order, the invoice number, the Supplier’s VAT registration number and any supporting documents that Voyis may reasonably require. Invoices shall be marked for the attention of the Finance Department. Any other communications or notices issued by the Supplier must be marked F.A.O Voyis’ named personnel referred to in the Order, or in the absence of named reference, the Purchasing Department and shall refer to the Order reference number.

19.2 Voyis shall pay any undisputed amounts on an invoice submitted in accordance with clause 19.1 above, provided such invoice has been submitted within 5 days of delivery of the Goods or performance of the Services, within 30 days of the date of invoice or such other period as may be agreed with the Supplier (the “Due Date”). Payment shall be made to the bank account nominated in writing by the Supplier.

19.3 If Voyis disputes any amounts on an invoice or other statement of monies claimed by the Supplier, Voyis shall promptly notify the Supplier and the parties shall negotiate in good faith to attempt to resolve the dispute promptly. Voyis, without limiting any other rights or remedies it may have, may set off any amounts owed to the Voyis Group by the Supplier against any amounts payable to the Supplier by the Voyis Group.

19.4 If a party fails to make any payment due to the other party under the Agreement by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 4% a year above the National Bank of Canada’s base rate from time to time, but at 4% a year for any period when the base rate is below 0%.

20. CANCELLATION
Voyis may terminate the Order in whole or in part at any time(s), prior to delivery of any Goods or full performance of the Services by notice in writing to the Supplier. Upon receipt of such notice, the Supplier will, unless the notice directs otherwise, immediately discontinue all work and cease to place orders for materials or facilities in connection with the performance of the Order and will promptly cancel all existing orders and terminate all subcontracts insofar as such orders or subcontracts are chargeable to this Order. The sole liability of Voyis to the Supplier shall be to
pay the:

20.1 Supplier the percentage of the total Order price corresponding to the proportion of the amount of work completed on the date of termination provided that the Supplier shall have provided evidence of work done to the reasonable satisfaction of Voyis; and

20.2 Upon cancellation of the Order by Voyis under this clause 20, and upon payment by Voyis for work completed as described in clause 20.1, title to and the right to possession of all Goods, work in progress, and Specifications related to the completed portion of the Order shall pass to Voyis. Voyis or its agents shall have the right to enter the Supplier’s premises during normal business hours to take possession of such items at Voyis’ expense. The provisions of clause

21.2 regarding the survival of rights and remedies shall also apply.

21. TERMINATION

21.1 Voyis may be entitled to terminate the Order without liability to the Supplier by giving notice in writing to the Supplier at any time if:
the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986, Part I) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Supplier; or the Supplier ceases, or threatens to cease, to carry on business or is unable to pay its debts as and when they fall due; or

21.1.4 Voyis reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly; or
anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Supplier; or
an event of Force Majeure prevents the Supplier from performing its obligations under this Agreement Order for any continuous period of thirty (30) days; or
the Supplier is in breach of these terms and conditions; or there is a change of Control, change of organisation, methods of Control, or a change of management of the Supplier.

21.2 Upon termination for any reason whatsoever all Goods or Services whether in finalized or in semi-processed state, work in progress and Specifications in which title has passed to Voyis or supplied by Voyis in connection with the Order shall be immediately transferred to Voyis at the Supplier’s risk and expense. Voyis (or its agents) at Voyis’ sole option, may enter upon the premises of the Supplier where such items are stored to collect the same and the Supplier hereby grants Voyis an irrevocable license for Voyis or its agents to enter and do so.

21.3 The rights of termination shall be without prejudice to any other rights or remedies Voyis may have and Voyis’ right to indemnification shall survive termination.

22. COMPLIANCE WITH LAWS

22.1 Subject to clause 22.4 the Supplier warrants that it will fully observe and comply with all applicable Canadian, UK, EU and local laws, rules, regulations and orders pertaining to the production and sale of the Goods or Services ordered, and, upon request, the Supplier will furnish Voyis with certificates of compliance with such laws, rules, regulations and orders. In particular and without prejudice to the remaining provisions of this clause 22, Supplier warrants that it is fully observant and compliant with all Canadian, UK, EU and local laws, rules, regulations and orders pertaining to:
Anti-bribery and anti-corruption legislation including the Canadian Criminal Code and the Canadian Corruption of Foreign Public Officials Act S.C. 1998, the UK Bribery Act 2010 and US Foreign Corrupt Practices Act 1977;
Anti-slavery and human trafficking practices including the Canadian Fighting Against Forced Labour and Child Labour in Supply Chains Act S.C. 2023 and the UK Modern Slavery Act 2015; and

22.2 Without prejudice to the above but subject to Clause 22.4 the Supplier warrants all Goods (including components) shall comply with the following EC and Canadian Directives and implementing legislation:
73/23/EEC Low Voltage
89/336/EEC Electromagnetic Compatibility (EMC) 89/392/EEC Safety of Machinery
2011/65/EU Restriction of Hazardous Substances in Electrical and Electronic Equipment (RoHS 2)
The Canadian Electrical Code (CSA Electrical Standards) Part I and Part II,

22.3 Upon request, the Supplier will provide to Voyis at no additional charge the following documentation confirming compliance with the provisions in clauses 22.1 and 22.2 above, including without limitation:
a statement confirming the Supplier’s compliance with the relevant EC Directives and Canadian Standards; and
a set of any applicable installation instructions of sufficient detail to ensure Voyis’ Goods to comply with the EC Directives Directives and Canadian Standards; and
an appropriate EC and Canadian Declaration of Conformity together with such Test Schedules, Reports and Analyses as necessary to support the Declaration.

22.4 This clause 22 shall not apply insofar as failure to comply is as a result of a compliance with Specifications supplied by Voyis, provided the Supplier has informed Voyis in writing, prior to entering into the Order, that any of Voyis’ Specifications or designs for the Goods or Services may result in any part of the Order so failing to comply.

22.5 Where required, the Supplier will affix the appropriate CE marks for conforming components in compliance with applicable EC Directives or the Recognized Canadian Electrical Product or Equipment Approval Marks (from the Standards Council of Canada).

22.6 The Supplier warrants compliance with all applicable export control laws, including but not limited to the Canadian Exports and Imports Permits Act R.S.C. 1985, the UK Export Control Act 2002, the EU Dual-Use Regulation (Regulation (EU) 2021/821), and U.S. export control laws such as the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). The Supplier shall obtain all necessary export licenses and provide Voyis with documentation evidencing compliance upon request.

22.8 The Supplier shall comply with the Canadian Telecommunications Act S.C. 1993 and the UK Product Security and Telecommunications Infrastructure Act 2022, ensuring that any connected devices supplied under this Agreement meet the security requirements specified therein, including the provision of a statement of compliance to Voyis upon request.

22.9 The Supplier shall comply with the Canadian Investment Canada Act R.S.C. 1985 and the UK National Security and Investment Act 2021, including notifying Voyis of any circumstances that may require a mandatory notification to either the Canadian or the UK Government, as applicable, due to the nature of the Goods or Services supplied, particularly in relation to marine technology or underwater acoustics.

23. ANTI-BRIBERY, ANTI-FACILITATION OF TAX EVASION, PREVENTION OF FRAUD AND ANTI-SLAVERY

23.1 The Supplier shall:
comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-
corruption, including but not limited to, the Canadian Criminal Code, the Canadian Criminal Code and the Canadian Corruption of Foreign Public Officials Act S.C. 1998 and the UK Bribery Act 2010 (“Relevant Requirements”);
comply with anti-bribery and anti-corruption policies provided to it by Voyis from time to time
(“Relevant Policies”);
comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes (“Anti-Slavery Rules”) from time to time in force including but not limited to the Canadian Fighting Against Forced Labour and Child Labour in Supply Chains Act S.C. 2023 and the UK Modern Slavery Act 2015;
not engage in any activity, practice or conduct which would constitute:

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

23.1.4.2 a Canadian tax evasion facilitation offence under section 239 of the Income Tax Act and section 327 of the Excise Tax Act.

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

23.1.4.4 a foreign tax evasion facilitation offence under s.26 of the Canadian Foreign Interference and Security of Information Act (R.S.C., 1985)

23.1.4.5 an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;

23.1.4.6 an offence under section 11(1) of the Canadian Fighting Against Forced Labour and Child Labour in Supply Chains Act S.C. 2023, if such activity, practice or conduct were carried out in Canada;

23.1.4.7 a Corporate Failure to Prevent Fraud Offence; or

23.1.4.8 A Fraud Offence,
in connection with the performance of services for and on behalf of Voyis;
have and shall maintain in place throughout the term of this Agreement its own policies and procedures to:

23.1.5.1 ensure compliance with the Relevant Requirements, the Relevant Policies and the Anti-Slavery Rules;

23.1.5.2 prevent the Corporate Failure to Prevent Fraud Offence and/or the Fraud Offence and ensure compliance with this clause 23.1; and

23.1.5.3 prevent the facilitation of tax evasion by another person (including without limitation employees of Voyis) and ensure compliance with this clause 23.1,
and will enforce such policies and procedures where appropriate;
promptly report to Voyis any request or demand for any undue or suspicious financial or other advantage of any kind received by the Supplier in connection with the performance of this Agreement;
immediately notify Voyis (in writing) if a public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier, and the Supplier warrants that it has no such public officials as direct or indirect owners, officers or employees at the date of this Agreement; and
immediately notify Voyis (in writing) if a public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier, and the Supplier warrants that it has no such public officials as direct or indirect owners, officers or employees at the date of this Agreement; and
within 30 days of the date of this Agreement, and upon request thereafter, certify to Voyis in writing signed by an officer of the Supplier, compliance with this clause 23 by the Supplier and all persons referred to under clause 23.2. The Supplier shall provide such supporting evidence of compliance as Voyis may reasonably request.

23.2 The Supplier shall ensure that any person associated with the Supplier (including, without limitation, all of its agents, representatives, subcontractors and its affiliates) who perform services or provide goods in connection with this Agreement do so only on the basis of a written contract with imposes on and secures from such persons terms equivalent to those imposed on the Supplier in this clause 23 (Relevant Terms). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Voyis for any breach of such persons of any of the Relevant Terms.

23.3 Breach of this clause 23 shall be deemed a material breach.

23.4 The Supplier shall indemnify Voyis and its affiliates against any and all direct and indirect losses, liabilities, damages, costs and expenses (including but not limited to legal fees, consequential losses, loss of profits and loss of reputation) incurred by, or awarded against, Voyis or any of its affiliates as a result of:
any breach of this clause 23 by the Supplier or persons associated with the Supplier (including, without limitation, its agents, representatives, subcontractors, partners or affiliates); and/or
the termination of this Agreement by Voyis due to a breach of this clause 23.

24. SANCTIONS

24.1 The Supplier warrants and represents that it is not a Restricted Party.
The Supplier shall and shall procure that relevant third parties it engages in connection with this agreement (including subcontractors) shall comply with all applicable Sanctions Laws.

24.2 If the Supplier becomes a Restricted Party or Voyis reasonably believes that the Supplier has breached this clause 24, then without prejudice to any other rights or remedies that Voyis may have under this agreement or otherwise, Voyis shall be entitled to:
suspend performance of any of its obligations under this agreement without any liability to the Supplier; and/or
terminate the agreement with immediate effect.

24.3 Voyis shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from or is in connection with Sanctions Laws.

25. LIABILITY & INDEMNIFICATION

25.1 General Indemnity

25.1.1 The Supplier agrees to defend, indemnify, and hold harmless Voyis, from and against losses, expenses (including, without limitation, reasonable attorneys’ fees and costs), claims, damages, and liabilities for death, personal injury or damage to Voyis’ and/or the customer’s property resulting from or arising out of:
25.1.1.1 the Supplier’s breach of its obligations under this Agreement; and/or
25.1.1.2 the Supplier’s negligence, fraud or wilful misconduct in respect of the Supplier’s performance under the Order, (including the performance hereunder of the Supplier’s officers, employees, agents, sub-suppliers, or anyone directly or indirectly employed or controlled by the Supplier).

25.2 Limitation of Liability

25.1.2 With exception of the Parties’ liability under clause 25.1 but notwithstanding any other provision to the contrary hereunder, the maximum liability of either Party to the other shall not exceed an amount equal to the amount actually payable by Voyis under the Order. Neither Party shall be liable to the other Party for any indirect, special or consequential damages whatsoever. Nothing in the Agreement shall exclude either Party’s liability for death or personal injury caused by or arising out of such Party’s and/or such Party’s Personnel’s negligence, intentional, wilful, wanton or reckless conduct, fraud or fraudulent misrepresentation, breach of confidentiality, violation of Law, infringement, misuse or misappropriation of Intellectual Property or license relating to the use of third parties’ rights in Intellectual Property under the Agreement.

25.3 Intellectual Property Rights Indemnity

25.1.3 The Supplier shall indemnify and hold harmless Voyis, its successors, assigns, customers and users of the Goods or Services in full, from and against all loss, damage, liability, claims, costs and demands, arising out of or in connection with any claim that the manufacture, use, sale or resale or importation of any Goods or Services supplied under this Order infringe any patent or patent rights, copyright, design right, trademark or other intellectual property right of any other person, except to the extent that the claim arises from compliance with any Specification provided by Voyis, and provided that the Supplier could not have been reasonably expected to know that compliance with such Specification would lead to infringement. The Supplier’s obligations under this Clause shall not apply where the provisions of clause 22.4 are met.

25.1.4 Voyis shall at its sole discretion choose to defend or settle any such claim or require the Supplier to defend or settle any such claim at Voyis’ direction and this indemnity shall apply whether or not Voyis chooses to defend any such claim.

26. INVOICES AND NOTICES

26.1 Any notice or other communication hereunder shall be in writing and for these purposes notices or communications by e-mail shall be deemed to be sufficient for these purposes.

26.2 Any such notice may be served by delivering it personally or by sending it by pre-paid first class post or by telex, facsimile transmission or e-mail at or to the address of the relevant party or any other address which it may from time to time notify in writing to the other parties.

26.3 Any notice to be given shall be in writing, and may either be delivered personally or sent by first class prepaid post, facsimile transmission or email to the address of the recipient set out in the Agreement or such other address as the recipient may designate by notice given pursuant to this clause. Each such notice shall be deemed to have been served, when delivered.

27. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, national strikes (excluding labour actions specific to the Supplier’s personnel), lock outs, acts of war (declared or undeclared), natural disaster, the effects of legislation, regulation, refusal of export licence or any other government refusal, embargo or intervention, or other legal intervention (“Force Majeure”); in such event, the party shall be entitled to a reasonable period of time extension so as to enable it perform its obligations after notifying the other party of the nature and extent of such events. For the avoidance of doubt, this clause shall not excuse the Supplier’s failure to obtain and maintain any licenses, permits, or governmental approvals necessary to fulfil its obligations under this Agreement, nor shall it apply to any government action or legal intervention resulting from the Supplier’s failure to comply with Applicable Laws as warranted in clauses 22, 23 or 24.

28. INDEPENDENT CONTRACTORS
The Supplier and Voyis are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties.

29. DATA PROTECTION

29.1 Personal Data and Processing shall have the same meaning as in the Applicable Data Protection Laws.

29.2 Both Parties will comply with all Applicable Data Protection Laws. Where either Party Process Personal Data that would identify an individual natural personal on behalf of the other Party, that Party will:
Only Process Personal Data on the documented instructions in relation to Agreement; and
Ensure it has all the appropriate technical and organisational measures in place to protect against
accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed and will ensure its employees and
representatives are aware of the nature of the Personal Data with confidentiality obligations in place; and
Not contract with a third party to Process on its behalf without seeking prior written consent from the other Party, in which case it will flow down the same obligations as found in this clause 29 herein; and
Reasonably assist the other Party with all documentation to ensure compliance relating to this Agreement with Applicable Data Protection Laws and this clause 29 and technical and organisational measures, insofar as this is possible, for the fulfilment of the other Party’s obligations for the nature of Processing and obligations to respond to requests from individuals; and
Promptly destroy and/or return all personal data to the other Party on termination of this Agreement except where there is either an obligation to retain such Personal Data under applicable law or the Party needs to retain a copy of the Personal Data in its backups for archive purposes only; and
Ensure that it has all necessary measures and technical and organisational requirements in place to allow for Processing of Personal Data outside the European Economic Area or outside the territory from which the Personal Data originated.

29.3 Both Party hereby gives general written authorisation for the other Party to transfer and/or access Personal Data belonging to the other Party from outside Canada, the UK and/or European Economic Area or outside the territory from which the Personal Data originated from, provided the territory where the Personal Data is being Processed has an adequacy decision by a public authority or an appropriate transfer mechanism has been place.

29.4 Supplier to comply with applicable data protection laws (including the Canadian Personal Information Protection and Electronic Documents Act (S.C. 2000) and the UK GDPR, Data Protection Act 2018) and to enter into a Data Processing Agreement if personal data is processed. Include provisions for data security, breach notification, and Voyis’ right to audit the Supplier’s data protection practices.

30. CYBERSECURITY

30.1 The Supplier shall:
implement and maintain robust Cyber Security measures and systems and otherwise use reasonable endeavours to maintain its Cyber Security to protect Voyis’ Confidential Information, data (including Personal Data), systems, networks and Intellectual Property (“Voyis Protected Assets”) against accidental, unauthorised or unlawful processing, access, copying, modification, reproduction, destruction, disclosure or damage. These measures shall comply with all applicable laws, statutes, and regulations, including but not limited to the Canadian Communications Security Establishment Act S.C. 2019, the UK Network and Information Systems Regulations 2018 (NIS Regulations), the Canadian Criminal Code R.S.C. 1985 s.342.1(1) and the Computer Misuse Act 1990, as amended or superseded from time to time. Furthermore, the Supplier shall adhere to relevant industry best practices, including compliance with the Canadian CPCSC and/or the UK Cyber Essentials scheme as applicable 2and, where applicable and agreed with Voyis, certification against ISO/IEC 27001 standards or equivalent;
implement and maintain appropriate plans and procedures to allow it to respond efficiently and effectively to a Cyber Security Incident; and
regularly review its Cyber Security arrangements to verify its application in practice and maintain and keep records evidencing the same.

30.2 The Supplier shall ensure that any third party providing services on its behalf in connection with this Agreement complies with the terms of subclause 30.1.

30.3 The Supplier shall promptly notify Voyis in writing of any Cyber Security Incident that has affected, or is reasonably suspected to have affected, Voyis’ Protected Assets used in the provision of Goods or Services to Voyis. If the Cyber Security Incident is within the Digital Environment of the Supplier, the Supplier shall:
promptly take all steps reasonably necessary to mitigate and resolve the Cyber Security Incident and will cooperate fully with Voyis in investigating, mitigating, and remedying such incidents; and
without undue delay, but no later than 12 hours after the original notification, provide Voyis with: details of how it may be contacted; provide all relevant details then known, including the nature of the incident, the data or systems affected, and any mitigation steps taken or planned; details of what information was breached; and any information it may have which may assist Voyis in mitigating and/or preventing any effects of the Cyber Security Incident.

30.4 The Supplier shall share with the Voyis any information that subsequently becomes available to it which may assist Voyis in mitigating and/or preventing any effects of the Cyber Security Incident.

30.5 The Supplier shall ensure that any software, hardware, or connected devices supplied or used in the performance of this Agreement comply with cybersecurity best practices throughout their lifecycle. This includes, but is not limited to secure development lifecycle processes, regular vulnerability assessments and patching, and secure
configuration management. The Supplier shall, upon request, provide Voyis with a list of all Cyber Security measures it has in place to protect Voyis’ Protected Assets and provide reasonable information and assurance regarding the security of such software, hardware, or connected devices.

31. AUDIT RIGHTS

31.1 The Supplier shall, and shall ensure that all of its agents, consultants and subcontracts (as applicable) shall, grant to Voyis (or its appointed representatives or professional advisors) access to the Supplier’s personnel, records, systems, and facilities as Voyis may require throughout the duration of this Agreement and for twelve
(12) months following the termination of the Agreement in order to undertake any review or audit the Supplier to verify compliance with this Agreement (including, without limitation, the need to verify that the charges and any other sums charged to the Customer under this agreement are accurate), including but not limited to financial records, cybersecurity measures, Environment, Social and Governance compliance, and adherence to applicable laws.

31.2 Subject to the Supplier’s confidentiality obligations, the Supplier shall provide the Customer (and its professional advisors) with all reasonable co-operation, access and assistance in relation to each audit.

31.3 The Customer shall provide at least 10 days’ notice of its intention to conduct an audit, and any audit shall be conducted during business hours. In the event of a breach by the Supplier or where the Customer reasonably believes that the Supplier has breached clause or clauses 14, 22, 23, 24, 30 and/or 32. The Supplier shall give the Customer (or its professional advisors) immediate access to the Supplier’s premises, personnel, systems and relevant records.

31.4 The Supplier shall maintain accurate and complete records related to this Agreement for a period of at least five
(5) years after termination or expiry of the Agreement and shall provide Voyis with access to such records upon request.

31.5 Any non-compliance identified during an audit shall be rectified by the Supplier at its own expense within 30 days of notification by Voyis, failing which Voyis may terminate the Agreement without liability.

32. SUPPLIER COMPLIANCE

32.1 The Supplier shall comply with Applicable Laws and the Mandatory Policies as provided or updated by Voyis from time to time, which includes ethical business practices, anti-corruption policies, and commitments to human rights, environmental sustainability, and fair labour practices.

32.2 The Supplier shall provide annual certifications of compliance with Applicable Laws and the Mandatory Policies upon request by Voyis.

33. GENERAL

33.1 Any reference in these terms and conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time and in the case of any Canadian or EC Directive any implementing legislation or modifications thereto.

33.2 Headings are for convenience only and shall not affect the interpretation.

33.3 No waiver by Voyis of any breach of the Agreement by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision.

33.4 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

33.5 Neither this Order not any rights or obligations herein may be assigned by Supplier nor may Supplier delegate the performance of any of its duties hereunder without, in either case, Voyis’ prior written consent.

33.6 This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

33.7 This Agreement shall be governed by the laws of the Province of Ontario, and of Canada applicable therein excluding any conflict of law principles that would direct the substantive law of another jurisdiction to apply and the parties hereby submit to the non-exclusive jurisdiction of the Courts of the Province of Ontario.

33.8 Any dispute arising out of or in connection with this Agreement shall first be subject to good faith negotiations between the Parties for a period of 30 days. If the dispute remains unresolved, the Parties shall attempt to resolve it through mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

33.9 If the dispute is not resolved through mediation within 60 days, either Party may refer the dispute to the English Courts, as provided in clause 33.7.

END OF TERMS AND CONDITIONS
VOYIS IMAGING INCORPORATED
120 Randall Drive Unit E, Waterloo ON, Canada, N2V 1C6
Tel: +1 519-489-0005