Master Software & Services Terms

These Master Software & Services Terms ("Terms") are entered into between SmartDry Technologies Limited, a company incorporated in England and Wales with company number 17302780, whose registered office is at 3 Colndale Road Floor 1, Colnbrook, Slough, England, SL3 0HQ ("SmartDry", "we", "us" or "our"), and the company, partnership, sole trader, organisation or other person identified as the customer in an applicable Order Form, subscription, account or contracting record ("Customer", "you" or "your").

Where the Customer operates as a sole trader, the Customer is the individual carrying on that business personally, even where the business operates under a separate trading name.

A trading name used by a sole trader does not constitute a separate contracting entity.

These Terms govern the Customer's access to and use of the SmartDry platform, applications, software and related services.

SmartDry is supplied for business use only and is not supplied to an individual acting wholly or mainly for purposes outside that individual's trade, business, craft or profession.

The Customer agrees to be bound by the Agreement by:

1. signing or electronically accepting an Order Form that incorporates these Terms;
2. electronically accepting these Terms or an agreement incorporating them during SmartDry's onboarding or account-creation process; or
3. accessing or using the Services following authorised onboarding where the Customer has been provided with or given access to these Terms and the applicable acceptance process states that such access or use constitutes acceptance.

An individual accepting the Agreement on behalf of a Customer confirms that they have authority to bind that Customer.

1. Definitions

In the Agreement:

"Acceptable Use Policy" means any identified version of a SmartDry acceptable-use policy expressly incorporated into the Agreement.

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership or control of more than 50% of the voting interests of the relevant entity or the power to direct its management.

"Agreement" means collectively:

1. the applicable Order Form, where one exists;
2. these Terms;
3. the DPA where applicable under Section 15;
4. applicable Product-Specific Terms;
5. any applicable SLA or Support Policy;
6. any applicable Security Schedule;
7. any applicable Hardware Terms;
8. any applicable Acceptable Use Policy;
9. any applicable Payment Services Terms; and
10. any other document expressly incorporated into the Customer's contracting or onboarding process.

"Authorised Affiliate" means a Customer Affiliate expressly identified in an Order Form or otherwise approved in writing by SmartDry to use the Services.

"Authorised User" means an employee, worker, contractor, driver, manager, administrator or other individual authorised by the Customer or an Authorised Affiliate to access the Services.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England on which banks in London are generally open for business.

"Confidential Information" means information disclosed or made available by or on behalf of one party ("Disclosing Party") to the other ("Receiving Party") that:

1. is marked or identified as confidential; or
2. should reasonably be understood to be confidential having regard to its nature or the circumstances of disclosure.

Without limiting that definition:

• Customer Data is Customer Confidential Information; and
• SmartDry's non-public source code, object code, software architecture, algorithms, models, security information, technical information, roadmaps, non-public product information, trade secrets and non-public commercial or pricing information are SmartDry Confidential Information.

"Contract Year" means each successive period of twelve months beginning on the Subscription Start Date and each anniversary of it, except that any final period of less than twelve months ending on expiry or termination constitutes a Contract Year for purposes of the Agreement.

"Customer" means the person identified as the customer in the applicable Order Form, subscription, account or contracting record and may include:

1. a company or other incorporated legal entity;
2. a partnership or other business organisation; or
3. an individual carrying on business as a sole trader.

Where an individual contracts with SmartDry as a sole trader, references to the Customer are references to that individual personally in the course of their business.

Any trading or business name used by a sole trader is descriptive of the business and does not create a separate legal person.

"Customer Communication" means an email, SMS, text message, WhatsApp or similar messaging-service message, push notification or other electronic communication sent through or facilitated by the Services on behalf of the Customer to a customer, prospective customer or other recipient.

"Customer Data" means data, content, records, images, documents and information submitted to, stored in, generated through or otherwise processed using the Services on behalf of the Customer, excluding Service Data.

"Customer Personal Data" means Personal Data contained within Customer Data that SmartDry processes on behalf of the Customer as processor.

"Customer-Specific AI Resource" means an AI-related resource created or configured solely to provide Services to that Customer and not used to train, fine-tune or improve a Shared AI Model, including where applicable:

• Customer-specific retrieval indexes;
• vector embeddings;
• Customer-specific classifications;
• Customer-specific configurations; and
• isolated Customer-specific model adaptations.

"Documentation" means user guides, technical documentation, training materials and other instructions SmartDry makes available concerning the Services.

"DPA" means the version of the SmartDry Data Processing Agreement identified in the applicable Order Form, contracting record or onboarding record and automatically incorporated under Section 15.

"Electronic Communications Laws" means applicable laws and regulatory requirements governing electronic communications, direct marketing and related processing of Personal Data, including where applicable:

• the Privacy and Electronic Communications (EC Directive) Regulations 2003 ("PECR");
• the UK GDPR;
• the Data Protection Act 2018; and
• legislation replacing, amending or supplementing them.

"Fees" means subscription fees, usage fees, hardware charges, implementation charges and other amounts payable by the Customer under the Agreement.

"Hardware" means a terminal, tablet, printer, scanner, barcode reader, RFID device, payment terminal, weighing equipment, display, locker, kiosk or other hardware used with the Services.

"Hardware Terms" means the identified version of any SmartDry terms governing Hardware sold, leased, rented or otherwise supplied by SmartDry.

"Indemnified Territory" means the United Kingdom and any additional country or territory expressly stated in an Order Form or applicable Product-Specific Terms for purposes of SmartDry's intellectual-property indemnity.

For clarity, the definition of Indemnified Territory does not itself geographically restrict the Customer's permitted use of the Services.

"Initial Subscription Term" means the initial subscription period stated in an Order Form or contracting record.

"Marketing Communication" means a Customer Communication that constitutes direct marketing under applicable law.

Whether a communication is a Marketing Communication depends on its purpose, content and circumstances and not merely the label assigned to it within the Services.

"Order Effective Date" means the date on which the applicable Order Form becomes legally effective.

"Order Form" means a subscription order, quotation, commercial schedule, statement of work or other ordering document entered into between SmartDry and the Customer.

"Payment Services Terms" means the identified version of any additional terms applying where SmartDry provides or facilitates payment-related functionality that is subject to separate contractual terms.

"Personal Data" has the meaning given to "personal data" under applicable data-protection law.

"Product-Specific Terms" means the identified version of any additional contractual terms governing a particular SmartDry product, module, service or functionality.

"Security Schedule" means the identified version of any SmartDry security schedule incorporated into the Agreement.

"Service Data" means technical, diagnostic, telemetry, usage, performance, security and operational information concerning the configuration, performance and use of the Services, excluding Customer Data in identifiable form.

"Services" means the SmartDry-hosted software, applications, modules, APIs, services and related functionality ordered or otherwise made available to the Customer.

"Shared AI Model" means an artificial-intelligence or machine-learning model, classifier, algorithm or other learned system whose trained weights, parameters, learned state or resulting model improvements are used to provide functionality or outputs for:

1. more than one SmartDry customer;
2. SmartDry generally; or
3. a third party,

and excludes a Customer-Specific AI Resource.

"SLA" means the identified version of any service-level agreement incorporated into the Agreement.

"Subscription Start Date" means the date on which the Customer's paid or authorised entitlement to the relevant Services begins, as specified in an Order Form or contracting record.

"Subscription Term" means the Initial Subscription Term together with any applicable renewal term.

"Support Policy" means the identified version of any SmartDry support policy incorporated into the Agreement.

"Terms Effective Date" means the publication effective date stated at the beginning of these Terms and does not mean the Customer's Order Effective Date or Subscription Start Date.

"Third-Party Service" means a product, platform, application, integration, service or hardware system independently supplied by a third party and used with or connected to the Services.

2. SmartDry Platform

Depending on the Customer's Order Form, subscription and purchased modules, the Services may include:

• SmartDry POS;
• SmartDry Dashboard;
• SmartDry TDS and production displays;
• SmartDry Driver;
• SmartDry Dispatch;
• SmartDry Connect;
• customer management;
• garment and order management;
• collection and check-in workflows;
• garment passport and inspection functionality;
• barcode and RFID functionality;
• production and workflow management;
• collection and delivery functionality;
• route and driver management;
• reporting and analytics;
• inventory and sundries functionality;
• customer communications;
• payment integrations;
• APIs and third-party integrations;
• administrative applications;
• artificial intelligence and automation functionality;
• mobile and web applications; and
• updates, upgrades, patches and enhancements.

The precise Services available to a Customer are determined by its subscription, Order Form and applicable Product-Specific Terms.

3. Contract Structure, Versions and Order of Precedence

3.1 Data-protection matters

The parties intend the DPA to have specific and overriding effect in relation to SmartDry's processing of Customer Personal Data as processor.

To the extent of any direct inconsistency concerning such processing, the following order of precedence applies:

1. the DPA;
2. the applicable Order Form;
3. applicable Product-Specific Terms;
4. these Terms;
5. the applicable Security Schedule; and
6. other incorporated documents.

A provision imposing a more specific or more protective data-security, privacy or compliance obligation does not constitute an inconsistency merely because the DPA contains a more general obligation addressing the same subject.

An Order Form or other document may amend the DPA only where it:

1. expressly identifies the specific DPA provision being amended;
2. expressly states that the parties intend to amend that provision;
3. is agreed by authorised representatives of both parties; and
4. does not result in a contractual arrangement prohibited by applicable data-protection law.

A general statement that an Order Form takes precedence over other contractual documents is not sufficient by itself to override the DPA.

3.2 Other contractual matters

For matters other than those described in Section 3.1, the following order of precedence applies:

1. the Order Form;
2. applicable Product-Specific Terms;
3. these Terms;
4. applicable SLA, Security Schedule, Hardware Terms and Payment Services Terms, according to their subject matter; and
5. other incorporated policies.

A specifically negotiated provision takes precedence over a standard provision dealing with the same subject matter to the extent expressly agreed.

3.3 Version identification

Where the Agreement incorporates a DPA, SLA, Security Schedule, Support Policy, Acceptable Use Policy, Hardware Terms, Payment Services Terms or Product-Specific Terms, SmartDry will maintain reasonable evidence identifying the applicable version.

The applicable version may be identified by:

• version number;
• effective date;
• document identifier;
• stable version-specific electronic link; or
• another reasonably reliable version-control mechanism.

The applicable Order Form, contracting record or SmartDry acceptance record may record those identifiers.

SmartDry will maintain reasonable historical records so the version applicable to a Customer at a relevant time can be established.

3.4 Customer purchase orders and procurement terms

A purchase order, supplier portal, vendor onboarding system, procurement form or similar Customer document issued for administrative purposes does not amend, override or supplement the Agreement.

Any additional or inconsistent terms contained in such a document are rejected and have no contractual effect, notwithstanding that SmartDry:

• acknowledges the document;
• enters a purchase-order number on an invoice;
• processes it administratively;
• accepts payment associated with it; or
• provides Services following receipt of it.

Any amendment to the Agreement must be agreed in accordance with the Agreement or expressly accepted in writing by an authorised representative of SmartDry.

4. Licence and Right of Access

Subject to payment of applicable Fees and compliance with the Agreement, SmartDry grants the Customer during the Subscription Term a limited, non-exclusive, non-transferable and non-sublicensable right to:

1. access and use the Services for the Customer's internal business operations; and
2. permit Authorised Users to access and use the Services for those purposes.

The Customer's right of access exists for the Subscription Term and is subject only to suspension and termination in accordance with the Agreement.

No ownership of the Services or SmartDry intellectual property is transferred to the Customer.

Access may be limited according to purchased:

• locations;
• modules;
• users;
• devices;
• terminals;
• TDS screens;
• API entitlements;
• transactions;
• communications;
• storage; or
• other limits specified in the Agreement.

Unless expressly stated in Product-Specific Terms, the licence itself is not geographically restricted merely because SmartDry's IP indemnity applies within a particular Indemnified Territory.

5. Affiliate Use

Authorised Affiliates may access and use the Services only where expressly permitted in an Order Form or approved by SmartDry in writing.

Unless an Authorised Affiliate signs a separate agreement directly with SmartDry:

1. the Customer remains responsible for all use of the Services by that Authorised Affiliate and its Authorised Users;
2. the Customer must ensure their compliance with the Agreement; and
3. acts and omissions of the Authorised Affiliate in connection with the Services will be treated as acts and omissions of the Customer.

No Affiliate acquires an independent right to use the Services merely by virtue of being an Affiliate.

6. Authorised Users

The Customer is responsible for managing its Authorised Users.

The Customer must:

• restrict access to authorised individuals;
• maintain appropriate authentication practices;
• protect credentials;
• assign appropriate permissions;
• promptly remove access no longer required;
• notify SmartDry of suspected account compromise; and
• reasonably cooperate in investigating security incidents affecting its accounts.

Individual user credentials must not knowingly be shared unless SmartDry functionality expressly permits shared-terminal or shared-device use.

The Customer is responsible for activities performed through its accounts except to the extent caused by SmartDry's breach of the Agreement or failure of SmartDry-controlled security measures.

7. Subscription Verification

SmartDry may electronically measure reasonable information concerning use of the Services in order to:

• administer subscriptions;
• confirm purchased locations, modules, terminals and users;
• calculate usage-based Fees;
• prevent unauthorised use; and
• maintain security.

If SmartDry reasonably believes usage materially exceeds purchased entitlements, SmartDry may request information reasonably necessary to verify such usage.

The parties will work in good faith to resolve any discrepancy.

SmartDry will not conduct an intrusive audit of unrelated Customer systems merely for routine licence verification unless reasonably justified by evidence of material misuse.

8. Permitted Business Use and SmartDry's Role

SmartDry is designed to support dry-cleaning, laundry, alterations, footwear-care, garment-care and related businesses.

The Services may assist with:

• customer records;
• order creation;
• garment intake;
• garment identification;
• pricing;
• processing workflows;
• production tracking;
• barcodes and RFID;
• garment images;
• issue and stain records;
• garment-care instructions;
• collections and deliveries;
• route management;
• customer communications;
• payments;
• receipts;
• inventory;
• reporting; and
• analytics.

Unless an Order Form or applicable Product-Specific Terms expressly states otherwise:

SmartDry provides operational technology and is not itself the dry cleaner, launderer, alteration provider, courier, warehouse operator or custodian of garments merely because SmartDry technology is used to manage those activities.

The Customer remains responsible for the actual provision of its garment-care and related services.

Nothing in this Section prevents SmartDry from providing managed logistics, lockers, hardware services, payment services, operational services or other additional services where expressly stated in an Order Form or Product-Specific Terms.

9. Prohibited Use

Except where expressly permitted by SmartDry or applicable law, the Customer must not:

1. copy, modify, translate or create derivative works from the Services;
2. reverse engineer, decompile or disassemble the Services;
3. attempt to discover SmartDry source code, non-public algorithms, architecture or proprietary logic;
4. defeat licensing, authentication, security or access-control mechanisms;
5. sell, lease, sublicense or redistribute the Services;
6. operate the Services as an unauthorised service bureau;
7. scrape or systematically extract information except through approved interfaces or APIs;
8. introduce malware or malicious code;
9. conduct vulnerability testing without SmartDry's prior written permission;
10. attempt to access another customer's tenant, data or environment;
11. interfere with the availability, integrity or security of the Services;
12. remove proprietary notices;
13. use SmartDry proprietary information to develop, train or materially improve a competing product;
14. use the Services for unlawful, fraudulent or deceptive activity;
15. knowingly exceed purchased usage rights; or
16. use the Services in a manner reasonably likely to materially damage SmartDry's systems or other customers.

Nothing in this Section restricts a right that cannot lawfully be restricted.

10. Fees

The Customer must pay the Fees specified in each Order Form or applicable subscription.

Unless otherwise stated:

1. recurring subscription Fees are invoiced in advance;
2. usage-based Fees may be invoiced in arrears;
3. one-off implementation, onboarding or Hardware Fees may be invoiced when ordered;
4. Fees are payable in pounds sterling;
5. invoices are due within 14 calendar days of the invoice date; and
6. Fees are non-cancellable and non-refundable except where the Agreement expressly provides otherwise.

If the Customer purchases additional locations, modules, users, terminals, communications, transactions, storage or other chargeable usage during a Subscription Term, SmartDry may charge the applicable additional Fees from the date the additional entitlement is activated.

11. Taxes and Withholding

Fees are exclusive of VAT and any similar sales, use or transaction taxes unless expressly stated otherwise.

The Customer must pay applicable VAT and other indirect taxes properly chargeable in connection with the Services.

SmartDry remains responsible for taxes imposed on SmartDry's own net income, profits, property and employees.

If the Customer is required by law to deduct or withhold an amount from a payment otherwise due to SmartDry, the Customer will, except in relation to taxes imposed on SmartDry's net income:

1. make the legally required deduction;
2. promptly provide SmartDry with reasonable evidence of the withholding;
3. reasonably cooperate with SmartDry in obtaining any available exemption, reduction, treaty relief or credit; and
4. increase the payment to the extent necessary so that, after the required deduction, SmartDry receives the amount it would have received had no withholding been required.

The gross-up obligation does not apply to the extent the withholding results from SmartDry's unreasonable failure to provide documentation reasonably requested and legally required to obtain an available exemption or reduced withholding rate.

An Order Form may expressly modify withholding treatment for a particular jurisdiction.

12. Invoice Disputes, Set-Off and Late Payment

If the Customer disputes an invoice in good faith, it should notify SmartDry promptly and provide reasonable details.

The Customer must pay all undisputed amounts when due.

The parties will work in good faith to resolve genuine invoice disputes promptly.

Except where required by law, the Customer may not withhold, deduct or set off an amount owed to SmartDry against another claim.

For overdue undisputed amounts, SmartDry may exercise rights available under the Late Payment of Commercial Debts (Interest) Act 1998, including applicable rights to interest and recovery compensation, or applicable successor legislation.

SmartDry's acceptance of a late payment does not waive its rights concerning future late payments.

13. Customer Data

As between the parties, the Customer retains its rights in Customer Data.

The Customer grants SmartDry a non-exclusive right during the Agreement to host, process, transmit, copy and otherwise use Customer Data only to the extent reasonably necessary to:

• provide the Services;
• follow lawful Customer instructions;
• provide support;
• maintain and secure the Services;
• investigate faults;
• comply with law;
• enforce the Agreement; and
• undertake activities otherwise expressly permitted by the Agreement.

The Customer is responsible for ensuring that it has the rights and lawful authority necessary to provide Customer Data to SmartDry.

Customer Data constitutes Customer Confidential Information under Section 38.

14. Service Data, Personal Data, Analytics and Anonymous Information

SmartDry may collect Service Data including:

• feature usage;
• device information;
• performance information;
• error logs;
• API activity;
• workflow metrics;
• configuration metadata;
• security events;
• transaction metadata;
• network information;
• authentication and access information; and
• diagnostic information.

SmartDry may use Service Data to:

• operate and secure the Services;
• provide support;
• detect faults, fraud and abuse;
• optimise performance;
• understand product use;
• plan capacity;
• improve functionality; and
• develop products and services,

subject to the Agreement and applicable data-protection law.

14.1 Service Data that is Personal Data

Service Data may contain Personal Data.

To the extent Service Data constitutes Personal Data, SmartDry will process that Personal Data in accordance with applicable data-protection law and, according to SmartDry's role in the relevant processing activity, the DPA and/or SmartDry's applicable Privacy Notice.

SmartDry may act as:

• processor on behalf of the Customer for certain processing; and/or
• controller in relation to processing for SmartDry's own legitimate purposes, including appropriate account administration, cybersecurity, fraud prevention, service protection and product operation,

in each case subject to applicable law.

14.2 Anonymous and aggregated information

SmartDry may create information derived from Customer Data and Service Data that has been aggregated and effectively anonymised such that it no longer constitutes Personal Data under applicable data-protection law.

SmartDry may use such information for:

• analytics;
• research;
• service improvement;
• product development;
• security;
• industry analysis; and
• benchmarking.

14.3 Customer-identifiable benchmarking

SmartDry will not publish, disclose, sell, license or otherwise make available a benchmark, league table, market comparison, industry report or comparable analytical output that:

1. identifies the Customer by name;
2. identifies a particular Customer location;
3. contains Customer Confidential Information; or
4. would reasonably enable a recipient to infer the identity of the Customer from the information presented,

unless the Customer has expressly opted in to that Customer-identifiable use.

Without such opt-in, external benchmarking must be presented on an aggregated or otherwise Customer-non-identifiable basis.

SmartDry may produce anonymised industry statistics or aggregated operational benchmarks provided those outputs do not reasonably identify individual participating Customers.

Nothing in this Section prevents SmartDry from internally analysing Customer-identifiable Service Data where otherwise permitted by the Agreement and applicable law for purposes including:

• providing the Services;
• support;
• security;
• product performance;
• account management; and
• investigation of operational issues.

Internal operational analysis does not give SmartDry the right to disclose Customer-identifiable benchmarking externally.

14.4 Pseudonymised information

Information that has merely been pseudonymised, tokenised, masked or stripped of direct identifiers but remains reasonably capable of being associated with an identifiable individual will continue to be treated as Personal Data to the extent required by applicable law.

Information that no longer identifies an individual but still identifies the Customer remains subject to Section 14.3.

15. Data Protection and Automatic Incorporation of DPA

Where SmartDry processes Customer Personal Data as processor on behalf of the Customer:

the applicable version of the DPA is automatically incorporated into and forms a binding part of the Agreement without requiring a separate signature.

The DPA applies from the time SmartDry first processes Customer Personal Data as processor.

The applicable DPA version will be identified and retained in accordance with Section 3.3.

The DPA governs, among other matters:

• documented processing instructions;
• confidentiality;
• security;
• subprocessors;
• international transfers;
• assistance with data-subject rights;
• personal-data breach assistance;
• DPIA and regulatory assistance;
• deletion and return of Personal Data; and
• applicable information and audit rights.

If the DPA conflicts with any other provision of the Agreement concerning SmartDry's processing of Customer Personal Data as processor, the DPA prevails to the extent of that conflict in accordance with Section 3.1.

For avoidance of doubt, this priority applies notwithstanding any general wording in an Order Form stating that the Order Form takes precedence over other contractual documents.

A specific amendment to the DPA may only be made in accordance with Section 3.1.

Nothing in the Agreement relieves either party of its direct statutory obligations under applicable data-protection law.

16. Artificial Intelligence and Automated Features

Certain Services may use artificial intelligence, machine learning, rules engines, automation or third-party AI technology.

Such functionality may assist with:

• garment classification;
• catalogue mapping;
• data entry;
• pricing recommendations;
• garment inspection;
• risk identification;
• routing;
• scheduling;
• customer communications;
• analytics;
• anomaly detection; and
• workflow optimisation.

16.1 Customer Data and AI outputs

Customer Data submitted to an AI-enabled feature remains Customer Data.

SmartDry obtains no ownership of Customer Data merely because it is processed using an AI-enabled feature.

Subject to SmartDry's rights in its underlying software, systems, models, templates and technology, the Customer may use outputs generated specifically for it for its internal business purposes.

16.2 Customer-specific AI processing

SmartDry may process identifiable Customer Data using AI systems where reasonably necessary to provide an AI-enabled feature requested, enabled or used by the Customer.

This may include creation and use of Customer-Specific AI Resources.

Customer-Specific AI Resources may use Customer Data solely to provide or improve Services for that Customer.

SmartDry will not use learned state, Customer-specific training data or Customer-specific adaptations from a Customer-Specific AI Resource to improve services for another Customer unless:

1. the relevant information has first been effectively anonymised in accordance with Section 14; or
2. the Customer has provided express opt-in authorisation.

16.3 Shared-model training

SmartDry will not use identifiable Customer Data to train, fine-tune, retrain or otherwise improve a Shared AI Model without the Customer's express opt-in authorisation.

This prohibition includes identifiable:

• Customer records;
• end-customer records;
• garment information;
• images;
• prompts;
• AI responses;
• corrections;
• feedback; and
• operational data

where those materials constitute Customer Data.

This rule applies whether the Shared AI Model is:

• owned by SmartDry;
• developed by SmartDry;
• licensed by SmartDry;
• hosted by a third party; or
• supplied by a third-party AI provider.

16.4 Third-party AI providers

SmartDry will not knowingly authorise or configure a third-party AI provider to use identifiable Customer Data for that provider's own model training, model improvement or development of models used for other customers without the Customer's express opt-in authorisation.

Where a third-party AI provider processes Customer Personal Data on SmartDry's behalf, its appointment and processing are also subject to the DPA.

16.5 Anonymous information

SmartDry may use information effectively anonymised in accordance with Section 14 to:

• train;
• evaluate;
• test;
• validate; or
• improve

Shared AI Models.

Such use must not result in publication or disclosure of Customer-identifiable benchmarking contrary to Section 14.3.

16.6 AI training opt-in authorisation

Any Customer opt-in authorisation permitting identifiable Customer Data to be used for Shared AI Model training must be:

• affirmative;
• recorded;
• sufficiently specific to describe the relevant use; and
• separate from acceptance of these general Terms.

Unless a particular optional feature inherently requires such participation and that requirement is clearly disclosed before activation, opt-in authorisation for Shared AI Model training will not be a condition of access to SmartDry's core Services.

A Customer may withdraw such opt-in authorisation prospectively, subject to technical limitations concerning training lawfully completed before withdrawal.

For clarity, an opt-in under this Section constitutes contractual authorisation by the Customer and does not by itself constitute, establish or determine any consent or other lawful basis required for processing Personal Data under applicable data-protection law.

Where processing of Personal Data requires a lawful basis, the relevant party remains responsible for ensuring that such lawful basis exists in accordance with applicable data-protection law and the DPA.

16.7 Customer-Specific AI Resource lifecycle

To the extent that a Customer-Specific AI Resource contains, stores, incorporates or encodes Customer Data, Customer Personal Data or Customer Confidential Information, that resource remains subject to the applicable:

• confidentiality obligations;
• data-protection obligations;
• security obligations;
• restrictions on reuse;
• deletion and retention requirements; and
• other protections

under the Agreement and DPA.

The designation of information as part of a Customer-Specific AI Resource does not remove or reduce protections that would otherwise apply to the underlying Customer Data or Customer Personal Data.

SmartDry will not use a Customer-Specific AI Resource containing or encoding identifiable Customer Data:

1. to provide or improve services for another Customer;
2. to train or improve a Shared AI Model; or
3. for another materially unrelated purpose,

unless:

• the relevant information has first been effectively anonymised in accordance with Section 14; or
• the Customer has provided the applicable express opt-in authorisation under Section 16.6.

Following termination or expiry of the affected Services, SmartDry will delete, destroy, deactivate or otherwise cease operational use of Customer-Specific AI Resources containing or encoding Customer Data in accordance with:

• Section 37;
• the DPA;
• SmartDry's applicable retention and backup processes; and
• applicable law.

Where a Customer-Specific AI Resource contains Customer Personal Data, the DPA governs the applicable return, deletion and retention requirements.

SmartDry is not required to export, transfer or provide to the Customer proprietary model weights, embeddings, vector indexes, learned parameters, internal model adaptations, tooling or other Customer-Specific AI Resources themselves unless expressly agreed in an Order Form or Product-Specific Terms.

This does not limit the Customer's rights to export the underlying Customer Data in accordance with Section 37 or any rights that cannot lawfully be excluded.

SmartDry retains all rights in:

• underlying software;
• model architecture;
• algorithms;
• development tools;
• orchestration systems;
• generic prompts and templates;
• generic model improvements;
• platform infrastructure; and
• other technology not constituting Customer Data or Customer Confidential Information.

SmartDry may retain and use generic knowledge, techniques and improvements that do not contain, reproduce, encode or reasonably enable reconstruction of identifiable Customer Data or Customer Confidential Information.

Nothing in this Section transfers ownership of Customer Data to SmartDry.

16.8 Human oversight

AI and automated outputs may be incomplete, inaccurate or inappropriate in particular circumstances.

The Customer must apply appropriate human judgement before relying upon an automated output where an incorrect decision could materially affect:

• a garment;
• an end customer;
• a price;
• a payment;
• a cleaning process;
• a legal obligation; or
• a business-critical workflow.

Unless expressly warranted in applicable Product-Specific Terms, SmartDry does not warrant that AI-generated recommendations will always be correct or produce a particular result.

17. Garment Images, Scanning and Inspection

The Services may permit recording of:

• photographs;
• video;
• care labels;
• stains;
• defects;
• material information;
• condition information;
• issue annotations;
• barcode or RFID identity; and
• scan information.

Such functionality provides operational record keeping and decision support.

Unless an Order Form or Product-Specific Terms expressly states otherwise, the Customer remains responsible for:

• physical garment inspection;
• accepting or rejecting garments;
• selecting treatment;
• interpreting manufacturer care instructions;
• determining specialist-cleaning requirements;
• communicating risks;
• identifying existing damage; and
• exercising professional garment-care expertise.

SmartDry does not guarantee that imaging, scanning, AI or automated analysis will identify every:

• stain;
• defect;
• material characteristic;
• care risk;
• authenticity issue;
• existing condition; or
• treatment risk.

18. Pricing and Business Rules

The Services may calculate or suggest:

• prices;
• discounts;
• taxes;
• fees;
• surcharges;
• delivery charges;
• promotions; and
• account pricing.

The Customer is responsible for approving its catalogue, tariffs and commercial configuration.

SmartDry is not responsible for an incorrect outcome caused by inaccurate Customer configuration, Customer Data or Customer instructions.

This does not exclude responsibility for a defect in SmartDry's own calculation functionality where SmartDry is responsible for that defect.

19. Security

SmartDry will maintain technical and organisational measures appropriate to the nature of the Services and risks associated with processing under its control.

An applicable Security Schedule may contain further commitments relating to:

• authentication;
• access management;
• encryption;
• environment segregation;
• vulnerability management;
• security updates;
• backup and recovery;
• logging and monitoring;
• incident response;
• personnel access;
• infrastructure security;
• supplier management; and
• business continuity.

The applicable Security Schedule version will be recorded in accordance with Section 3.3.

The Customer must maintain appropriate security within its own environment.

The Customer must not knowingly:

• disable SmartDry security controls;
• improperly share administrator credentials;
• expose integration credentials;
• connect compromised systems to SmartDry; or
• otherwise create an unreasonable security risk.

20. Security Incidents

SmartDry will maintain procedures designed to identify, investigate and respond to security incidents affecting systems under its control.

Where a security incident constitutes a Personal Data breach affecting Customer Personal Data processed by SmartDry as processor, SmartDry will notify and assist the Customer in accordance with the DPA and applicable law.

The Customer must promptly notify SmartDry where it becomes aware that:

• Customer credentials have been compromised;
• an unauthorised party has accessed its account; or
• a Customer-controlled system connected to SmartDry creates a material security risk.

21. Hardware

The Services may integrate with compatible Hardware.

SmartDry does not guarantee compatibility with every terminal, tablet, printer, scanner, RFID reader, weighing scale, display, payment device, operating system or peripheral.

SmartDry may publish supported-device requirements.

Where SmartDry sells, rents, leases, finances, installs, manages or otherwise supplies Hardware, applicable Hardware Terms or an Order Form may establish additional rights and obligations.

The applicable Hardware Terms version will be recorded in accordance with Section 3.3.

Third-party Hardware may additionally be subject to manufacturer terms and warranties.

22. Third-Party Services

The Customer may choose to connect the Services to independently supplied Third-Party Services.

Such Third-Party Services may be governed by the relevant provider's own terms.

SmartDry is not responsible for the independent acts, omissions or availability of an optional Third-Party Service selected or contracted for directly by the Customer.

This Section does not exclude or limit SmartDry's responsibility for subcontractors, subprocessors or infrastructure providers engaged by SmartDry to perform SmartDry's obligations under the Agreement.

Subprocessors processing Customer Personal Data are governed by the DPA.

23. Subcontracting

SmartDry may engage Affiliates, contractors, hosting providers and other subcontractors to perform all or part of its obligations under the Agreement.

SmartDry remains responsible to the Customer for performance of its contractual obligations notwithstanding such subcontracting, subject to the limitations and exclusions in the Agreement.

Where a subcontractor processes Customer Personal Data as a subprocessor, its appointment and obligations are governed by the DPA.

Nothing in this Section requires SmartDry to disclose confidential commercial arrangements with individual suppliers except where required under the DPA, applicable law or an expressly agreed Security Schedule.

24. Payment Services

Where SmartDry integrates with or facilitates access to a payment processor, bank, acquirer or payment-service provider, additional Payment Services Terms may apply.

Unless an Order Form or Product-Specific Terms expressly states that SmartDry itself provides a particular regulated or managed payment service:

SmartDry is not itself the Customer's bank, card issuer or acquiring institution merely because SmartDry software facilitates payment functionality.

Nothing in this Section prevents SmartDry from offering additional payment or financial-technology services under separate applicable terms.

25. Customer Communications, Electronic Marketing and PECR

25.1 SmartDry communication functionality

The Services may enable the Customer to send Customer Communications, including:

• order confirmations;
• receipts;
• collection notifications;
• delivery notifications;
• ready-for-collection messages;
• service updates;
• feedback requests;
• promotional messages;
• offers;
• reminders; and
• other electronic communications.

25.2 Customer-controlled communications

Where SmartDry sends or facilitates a Customer Communication solely on the Customer's instructions, the Customer is responsible for determining:

• the recipients;
• the purpose;
• the content;
• the timing;
• whether the communication constitutes direct marketing;
• the applicable lawful basis;
• whether consent or another PECR permission is required; and
• whether the recipient has opted out, withdrawn consent or otherwise objected.

To the extent SmartDry processes Personal Data solely to send such communications on the Customer's documented instructions, applicable processor obligations are governed by the DPA.

25.3 Customer marketing obligations

Before instructing SmartDry to send a Marketing Communication, the Customer must ensure the communication is lawful under applicable Electronic Communications Laws.

Where required, the Customer is responsible for:

1. obtaining valid consent;
2. establishing and documenting eligibility to rely on a valid soft opt-in or other applicable exception;
3. providing required information when collecting contact details;
4. maintaining suppression and opt-out records;
5. honouring withdrawals of consent and objections;
6. providing a clear and effective opt-out mechanism;
7. appropriately identifying the sender; and
8. maintaining evidence reasonably necessary to demonstrate compliance.

The Customer must not instruct SmartDry to send a Marketing Communication where the Customer knows or reasonably should know the communication would breach applicable Electronic Communications Laws.

25.4 Sole traders, partnerships and business recipients

The Customer must not assume a communication is exempt from electronic-marketing requirements merely because the recipient operates a business.

Where applicable law treats a sole trader, partnership or another recipient differently from a corporate subscriber, the Customer is responsible for applying the appropriate rules to that recipient.

25.5 Operational and transactional communications

SmartDry may distinguish operational or transactional communications from Marketing Communications for product purposes.

The Customer acknowledges that legal classification depends on the actual purpose, content and circumstances of the communication.

Inclusion of advertising, promotional or marketing material within an otherwise operational communication may affect its legal treatment.

The Customer is responsible for content it selects or adds to Customer Communications.

25.6 SmartDry-controlled marketing

Where SmartDry independently determines the purposes and means of a direct-marketing communication sent by SmartDry for SmartDry's own business purposes, SmartDry is responsible for its own compliance with applicable Electronic Communications Laws.

SmartDry will not transfer responsibility for SmartDry's own direct marketing to the Customer merely because the recipient is also a Customer or Authorised User.

25.7 Templates and automation

SmartDry may provide:

• communication templates;
• automated workflows;
• suggested campaigns;
• default wording; or
• communication tools.

Availability of such functionality does not constitute legal advice or a representation that every use will comply with Electronic Communications Laws.

Where the Customer chooses recipients or activates a campaign on its own behalf, the Customer remains responsible for determining whether that use is lawful.

This does not relieve SmartDry of responsibility for communications for which SmartDry independently determines the relevant purposes and means.

25.8 Suppression and protective measures

SmartDry may block, suppress, delay or refuse a Customer Communication where SmartDry reasonably believes this is necessary to:

• comply with law;
• honour a recipient suppression SmartDry is required to apply;
• protect messaging infrastructure;
• prevent spam, fraud or abuse;
• comply with a communications provider's lawful requirements; or
• protect SmartDry's sender reputation or Services.

SmartDry may notify the Customer where reasonably practicable and legally permitted.

25.9 Statutory responsibility

Nothing in this Section excludes, limits, transfers or otherwise affects any obligation or liability imposed directly on SmartDry by applicable Electronic Communications Laws.

The allocation of responsibilities between SmartDry and the Customer under the Agreement does not prevent a regulator, court or other competent authority from determining the parties' respective statutory responsibilities under applicable law.

26. Support

SmartDry will provide support in accordance with the Customer's applicable package, Order Form, SLA or Support Policy.

Support commitments may differ according to:

• package;
• severity;
• support hours;
• support channel;
• location; and
• purchased support level.

A response target is not a guarantee of complete resolution within that period unless expressly stated.

The Customer must provide reasonable information and cooperation necessary to diagnose reported issues.

Applicable SLA and Support Policy versions will be recorded in accordance with Section 3.3.

27. Service Availability

SmartDry aims to maintain reliable commercial Services.

Internet-based Services may nevertheless experience periods of interruption.

Any guaranteed uptime, service credit, response commitment or other service-level obligation applies only where stated in an applicable SLA or Order Form.

28. Changes to the Services

SmartDry may update and develop the Services, including through:

• security patches;
• defect fixes;
• interface changes;
• performance improvements;
• new functionality;
• modified functionality; and
• replacement functionality.

SmartDry will not intentionally remove material paid functionality during a committed Subscription Term without providing materially comparable replacement functionality, except where reasonably necessary because of:

• law;
• regulation;
• security;
• third-party dependencies;
• intellectual-property concerns; or
• circumstances beyond SmartDry's reasonable control.

29. Beta, Pilot and Experimental Features

SmartDry may provide functionality identified as:

Beta, Preview, Pilot, Labs, Experimental, Early Access or similar.

Such functionality may:

• contain defects;
• change;
• operate with reduced support;
• be discontinued; or
• produce incomplete results.

Unless expressly agreed otherwise, beta functionality has no separate service-level commitment and should not be relied upon for production-critical operations.

The fact that Services are provided as part of a pilot does not automatically mean no contractual liability applies.

Liability for paid and free pilots is governed by Section 35.

30. Intellectual Property

SmartDry and its licensors retain all right, title and interest in and to:

• the Services;
• source code;
• object code;
• APIs;
• software architecture;
• algorithms;
• workflows;
• databases;
• interfaces;
• templates;
• models;
• designs;
• Documentation;
• trademarks;
• proprietary processes;
• system logic;
• improvements; and
• derivative works.

Except for the limited rights expressly granted under the Agreement, no SmartDry intellectual-property rights are transferred.

Customer Data remains governed by Section 13.

The ownership provisions in this Section are subject to the specific restrictions concerning Customer-Specific AI Resources in Section 16.7.

31. SmartDry Intellectual Property Indemnity

Subject to this Section and Section 35, SmartDry will defend the Customer against a third-party claim alleging that authorised use of the unmodified Services within the Indemnified Territory infringes a copyright, registered trade mark or patent enforceable within that Indemnified Territory.

SmartDry will indemnify the Customer against damages, reasonable costs and settlements finally awarded by a competent court or agreed by SmartDry in relation to such claim.

SmartDry has no obligation to the extent a claim arises from:

1. Customer Data;
2. Customer instructions;
3. modifications not made or authorised by SmartDry;
4. use contrary to the Agreement or Documentation;
5. use after SmartDry has notified the Customer to cease the allegedly infringing activity;
6. combination with products or services not supplied or approved by SmartDry where the claim would not otherwise have arisen; or
7. use of an outdated version after SmartDry has supplied a materially equivalent non-infringing replacement.

If the Services become, or SmartDry reasonably believes are likely to become, subject to such a claim, SmartDry may:

• procure continued use;
• modify affected functionality;
• replace it with materially equivalent functionality; or
• if those options are not commercially reasonable, terminate the affected Service and refund prepaid Fees corresponding to the unused remainder of the affected Subscription Term.

This Section states SmartDry's obligations regarding third-party claims that the Services infringe intellectual-property rights.

Use of the Services outside an Indemnified Territory is not prohibited solely by this Section, but SmartDry's IP indemnity applies only to rights enforceable within an applicable Indemnified Territory.

32. Customer Indemnity

The Customer will defend SmartDry against a third-party claim to the extent arising directly from:

1. unlawful Customer Data supplied by the Customer;
2. Customer Data infringing a third party's intellectual-property rights;
3. unlawful use of the Services by the Customer;
4. a material breach by the Customer of Section 9; or
5. a material breach by the Customer of Section 25 in connection with a Customer-directed Customer Communication, including where the Customer instructs SmartDry to send or facilitate communications to recipients in circumstances that materially breach applicable Electronic Communications Laws.

The Customer will indemnify SmartDry against damages, reasonable legal costs and settlements finally awarded by a competent court or agreed in accordance with Section 33 in relation to such third-party claims.

The Customer has no obligation under this Section to the extent the relevant claim was caused by SmartDry's own breach of applicable law, the Agreement or SmartDry's independent acts or omissions.

For clarity, this indemnity does not automatically require the Customer to reimburse SmartDry for a regulatory fine, penalty or enforcement sanction imposed directly on SmartDry.

Any recovery relating to a regulatory fine, penalty or sanction is permitted only to the extent:

1. such recovery is lawful;
2. the relevant loss is legally recoverable from the Customer; and
3. the loss was directly caused by the Customer's breach for which recovery is permitted under applicable law.

33. Indemnity Procedure

An indemnity under Section 31 or 32 is conditional upon the indemnified party:

1. providing reasonably prompt written notice of the claim, with delay relieving the indemnifying party only to the extent materially prejudiced by that delay;
2. providing reasonable cooperation at the indemnifying party's expense; and
3. allowing the indemnifying party control of the defence and settlement.

The indemnifying party may not settle a claim in a manner that:

• admits wrongdoing by the indemnified party;
• imposes a material non-monetary obligation on the indemnified party; or
• materially restricts the indemnified party's business,

without prior written consent, not to be unreasonably withheld or delayed.

34. Warranties and Contractual Remedy

SmartDry warrants that:

1. it will provide the Services with reasonable care and skill; and
2. during the Subscription Term, the Services will materially conform to applicable Documentation when used in a supported configuration.

If the Customer reasonably establishes a material breach of the warranty in paragraph 2, SmartDry will use commercially reasonable efforts to:

1. correct the non-conformity;
2. provide a reasonable workaround; or
3. re-perform the affected Services.

If SmartDry is unable to remedy a material non-conformity within a reasonable period after receiving sufficient notice and information, the Customer may terminate the materially affected Service and receive a pro-rata refund of prepaid recurring Fees for the unused portion of the affected Subscription Term.

Subject to rights and liabilities that cannot lawfully be limited, these are the Customer's exclusive contractual remedies for breach of the specific conformity warranty in this Section.

SmartDry does not warrant that:

• the Services will be entirely error-free;
• access will always be uninterrupted;
• every defect will be corrected immediately;
• every Third-Party Service will remain available;
• the Services will satisfy every Customer-specific requirement; or
• AI or automated outputs will always be correct.

To the maximum extent permitted by applicable law, all warranties, representations, conditions and other terms implied by statute, common law, custom, usage or otherwise are excluded from the Agreement except to the extent expressly stated in the Agreement.

Nothing in this Section excludes or limits any warranty, condition, term, right or remedy that cannot lawfully be excluded or limited, and any exclusion or restriction in the Agreement remains subject to applicable statutory controls.

35. Limitation of Liability

35.1 Liability that is not limited

Nothing in the Agreement excludes or limits either party's liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• liability that cannot lawfully be excluded or limited.

Nothing in this Section limits the Customer's obligation to pay Fees and other amounts properly due.

35.2 Customer liability not subject to contractual cap

Subject to applicable law, the liability caps in Sections 35.4 to 35.7 do not apply to liability arising from the Customer's:

1. deliberate or knowing infringement or misappropriation of SmartDry's intellectual-property rights;
2. deliberate reverse engineering, decompilation or circumvention prohibited by Section 9;
3. deliberate unauthorised sale, sublicensing, redistribution or commercial exploitation of the Services; or
4. deliberate unauthorised disclosure or misuse of SmartDry source code or trade secrets.

This provision does not make an accidental or good-faith breach automatically unlimited merely because it concerns intellectual property.

For clarity, Sections 35.8 to 35.10 continue to apply as appropriate to the interpretation, allocation and scope of claims under this Section, notwithstanding that the monetary caps in Sections 35.4 to 35.7 do not apply to the liabilities identified above.

35.3 Excluded categories of loss

Subject to Sections 35.1 and 35.2, neither party will be liable for:

• loss of anticipated savings;
• loss of goodwill;
• loss of opportunity; or
• indirect or consequential loss.

Subject to Section 35.1, SmartDry will not be liable for loss of profit, revenue or business except to the extent such loss forms part of a direct third-party claim for which SmartDry is liable under Section 31.

35.4 SmartDry General Liability Cap

Except for SmartDry Elevated Claims and liability under Section 35.1, SmartDry's total aggregate liability in respect of all claims attributable to a particular Contract Year will not exceed 100% of the Annual Contract Value for that Contract Year.

Where the relevant affected Services are provided entirely without charge and there is no applicable Annual Contract Value, SmartDry's General Liability Cap for those free Services will be £1,000 per Contract Year.

35.5 SmartDry Elevated Claims

For purposes of the Agreement, "SmartDry Elevated Claims" means liability arising from:

1. SmartDry's breach of Section 38;
2. SmartDry's material breach of its contractual data-protection obligations;
3. SmartDry's material breach of its contractual security obligations; or
4. SmartDry's obligations under Section 31.

SmartDry's total aggregate liability for SmartDry Elevated Claims attributable to a particular Contract Year will not exceed the greater of:

(a) £50,000; or

(b) 200% of the Annual Contract Value for that Contract Year.

Where the relevant affected Services are provided entirely without charge, paragraph (a) applies.

35.6 Customer General Liability Cap

Except for Customer Elevated Claims, liability described in Section 35.2 and liability under Section 35.1, the Customer's total aggregate liability in respect of all claims attributable to a particular Contract Year will not exceed 100% of the Annual Contract Value for that Contract Year.

Where the relevant Services are provided entirely without charge and there is no applicable Annual Contract Value, the Customer's General Liability Cap will be £1,000 per Contract Year.

35.7 Customer Elevated Claims

For purposes of the Agreement, "Customer Elevated Claims" means liability arising from:

1. the Customer's breach of Section 38, other than conduct falling within Section 35.2;
2. the Customer's material breach of contractual data-protection obligations;
3. the Customer's material breach of contractual security obligations; or
4. the Customer's indemnity under Section 32.

The Customer's total aggregate liability for Customer Elevated Claims attributable to a particular Contract Year will not exceed the greater of:

(a) £100,000; or

(b) 300% of the Annual Contract Value for that Contract Year.

Where the relevant Services are provided entirely without charge, paragraph (a) applies.

35.8 Annual Contract Value

For purposes of this Section, "Annual Contract Value" or "ACV" means the value calculated under this Section for the relevant Services.

(a) Subscription terms of twelve months or longer

Where the relevant Services are contracted for a period of at least twelve months, ACV means recurring and other committed Fees payable for the applicable twelve-month Contract Year.

For the first Contract Year, the calculation uses committed Fees for that first twelve-month period regardless of how much has actually been invoiced or paid when the event giving rise to liability occurs.

(b) Paid subscription terms shorter than twelve months

Where relevant paid Services are contracted for a committed period of less than twelve months:

the recurring committed Fees will be annualised to a twelve-month equivalent solely for purposes of calculating the liability caps in this Section.

The annualised recurring component will be calculated as:

Recurring Fees committed for the short-term period ÷ number of months in that committed period × 12

or, where a term is stated in days rather than whole months, using a reasonable equivalent annualisation calculation.

Non-recurring implementation, onboarding or professional-services Fees committed for the short-term agreement will then be added to the annualised recurring amount.

For example, if the Customer enters a three-month paid pilot at £300 per month:

£900 ÷ 3 × 12 = £3,600 ACV

If the same pilot also includes a £500 implementation fee:

ACV = £4,100

Annualisation affects only contractual liability-cap calculations.

It does not:

• extend the Subscription Term;
• create an obligation to purchase twelve months of Services; or
• require the Customer to pay twelve months of Fees.

(c) Free Services and pilots

Where the relevant Services are supplied entirely without charge and no committed Fees exist, the special free-Service liability provisions in Sections 35.4 to 35.7 apply.

A free pilot does not create a nominal or implied ACV.

(d) Usage-based Fees

Where a material portion of Fees is usage-based:

1. committed minimum usage Fees will be included in ACV;
2. actual usage Fees may be used where a representative twelve-month history exists; or
3. where insufficient history exists, a reasonable annualised projection may be made by reference to actual usage to date and usage reasonably contemplated by the Order Form.

Any projected amount must be reasonable and made in good faith.

(e) Hardware

One-off Hardware purchase prices are excluded from ACV unless:

1. the relevant claim arises directly from SmartDry-supplied Hardware; and
2. applicable Hardware Terms do not establish a separate liability regime.

35.9 Allocation between Contract Years and connected claims

A claim is attributed to the Contract Year in which the event giving rise to that claim first occurred.

Where multiple claims arise from:

• the same event;
• a series of connected events; or
• substantially the same underlying cause,

they will be treated as a single claim and attributed to the Contract Year in which the first relevant event occurred.

The liability caps therefore apply separately to each Contract Year rather than as a single lifetime aggregate cap across the entire Agreement.

A party may not artificially divide connected claims across Contract Years to multiply an applicable cap.

For short-term Services, there is one Contract Year ending on expiry or termination, but the liability cap for that Contract Year uses the annualised ACV determined under Section 35.8(b).

35.10 Scope

The limitations and other provisions of this Section apply to liability arising in:

• contract;
• tort, including negligence;
• misrepresentation;
• restitution;
• indemnity; and
• otherwise in connection with the Agreement,

except where expressly stated otherwise or prohibited by applicable law.

36. Customer Operational Responsibility

Unless an Order Form or Product-Specific Terms expressly states otherwise, the Customer remains responsible for:

• garment-care operations;
• staff training;
• selection of cleaning processes;
• physical inspection of garments;
• manufacturer instructions;
• compliance applying to its business;
• customer complaints;
• commercial pricing;
• appropriate insurance;
• regulatory records;
• customer communications; and
• business-continuity procedures.

SmartDry does not replace professional garment-care expertise.

37. Data Export and Exit

The Customer may export Customer Data using available functionality during the Subscription Term.

Following termination or expiry, SmartDry will make Customer Data reasonably available for export for 30 calendar days, provided:

• undisputed Fees due have been paid;
• SmartDry is not legally prohibited from providing the data; and
• any required export request is made within that period.

Unless otherwise agreed, exports will be supplied using generally available machine-readable formats appropriate to the relevant data, which may include:

• CSV;
• JSON;
• standard image formats; and
• standard document formats.

After the 30-day period, SmartDry may disable production access and begin deletion of Customer Data from active systems.

Residual copies may remain temporarily in protected backup systems until deleted through normal backup rotation.

Where Customer Data constitutes Customer Personal Data, the DPA governs additional statutory requirements concerning return, deletion or retention.

Customer-Specific AI Resources are additionally subject to Section 16.7.

38. Confidentiality

Each Receiving Party must:

1. protect the Disclosing Party's Confidential Information using at least reasonable care;
2. use it only for purposes connected with the Agreement;
3. disclose it only to personnel, professional advisers, Affiliates, subcontractors and service providers who reasonably require access and are subject to appropriate confidentiality obligations; and
4. not otherwise disclose it without authority.

Confidential Information does not include information the Receiving Party can demonstrate:

• was lawfully known without confidentiality restriction before disclosure;
• became public other than through breach of the Agreement;
• was lawfully obtained from another source without confidentiality restriction; or
• was independently developed without use of the Disclosing Party's Confidential Information.

If disclosure is required by law, regulation or valid legal process, the Receiving Party may disclose the minimum information legally required and, where legally permitted, will provide reasonable prior notice to the Disclosing Party.

38.1 Return and destruction

On:

1. termination or expiry of the Agreement; or
2. a reasonable written request from the Disclosing Party,

the Receiving Party will return or destroy the Disclosing Party's Confidential Information where reasonably practicable.

However, during the Subscription Term, the Receiving Party is not required to return or destroy Confidential Information to the extent reasonably required to continue:

• performing;
• administering;
• receiving;
• supporting;
• securing; or
• enforcing

the Agreement or Services.

The return and destruction obligation is also subject to:

• legal or regulatory retention requirements;
• routine backup and disaster-recovery systems; and
• information reasonably required to establish, exercise or defend legal rights.

Information retained under those exceptions remains subject to this Section.

38.2 Survival

Confidentiality obligations survive for five years following termination or expiry.

Obligations concerning trade secrets survive for so long as the relevant information remains a trade secret.

39. Feedback

If the Customer voluntarily provides suggestions, ideas or recommendations about SmartDry, SmartDry may use such feedback without restriction or payment.

This does not transfer ownership of Customer Data or Customer Confidential Information.

40. Suspension

SmartDry may suspend all or part of the Services where reasonably necessary if:

• undisputed Fees are materially overdue;
• the Customer materially breaches the Agreement;
• SmartDry reasonably suspects fraud or unlawful activity;
• a material security threat exists;
• Customer use threatens platform integrity;
• suspension is required by law or a competent authority; or
• an essential supplier lawfully requires suspension.

Where reasonably practicable, SmartDry will provide advance notice and an opportunity to remedy the issue.

SmartDry may act immediately where urgent action is reasonably necessary to protect:

• data;
• systems;
• customers; or
• third parties.

SmartDry will restore access as reasonably practicable after the reason for suspension has been resolved.

41. Subscription Term and Renewal

The Initial Subscription Term and Subscription Start Date will be stated in the applicable Order Form, subscription or contracting record.

Renewal, cancellation notice periods and renewal pricing will be governed by the applicable Order Form or subscription terms.

Unless otherwise stated, termination of one module does not automatically terminate unrelated Services.

42. Termination for Cause

Either party may terminate the affected Agreement by written notice if the other party:

1. commits a material breach that cannot reasonably be remedied; or
2. commits a remediable material breach and fails to remedy it within 30 days after written notice requiring remedy.

Subject always to applicable insolvency law, either party may exercise termination rights lawfully available where the other party enters an applicable insolvency, liquidation, administration or analogous process.

Any insolvency-related termination, suspension or other contractual right of SmartDry is expressly subject to section 233B of the Insolvency Act 1986 and any other applicable restriction on enforcement of insolvency-triggered contractual rights.

Nothing in this Section purports to create or preserve an insolvency-triggered termination right where that right is prohibited or unenforceable by law.

SmartDry may terminate an affected Service where continued provision would be unlawful.

Nothing in this Section removes additional termination rights expressly stated in an Order Form.

43. Effect of Termination

On termination or expiry:

• the Customer's right to use terminated Services ends;
• relevant Authorised User access may be disabled;
• accrued payment obligations remain due;
• Customer Data will be handled under Section 37 and the DPA;
• Customer-Specific AI Resources will be handled in accordance with Section 16.7; and
• provisions intended by their nature to survive termination continue.

Termination does not affect rights or liabilities accrued before termination.

44. Force Majeure

Neither party will be liable for delay or failure to perform an obligation, other than a payment obligation, to the extent caused by circumstances beyond its reasonable control.

Such circumstances may include:

• natural disasters;
• fire;
• flood;
• epidemic or pandemic;
• war;
• terrorism;
• civil unrest;
• government action;
• widespread cyberattack;
• utility failure;
• material internet or telecommunications failure;
• cloud infrastructure failure not reasonably preventable by the affected party;
• qualifying industrial action; or
• critical supplier failure resulting from an event beyond reasonable control.

The affected party will:

• notify the other where reasonably practicable;
• take reasonable mitigation steps; and
• resume performance as soon as reasonably practicable.

If such an event prevents a material part of the Services from being provided continuously for more than 60 days, either party may terminate the affected Service by written notice.

Prepaid recurring Fees corresponding to a period after such termination will be refunded on a pro-rata basis.

45. Open-Source Software

The Services may include open-source components.

Such components remain subject to applicable open-source licences.

Where an applicable open-source licence requires terms that conflict with the Agreement in relation to that component, the open-source licence controls solely in relation to that component.

46. Mobile Applications and App Stores

SmartDry mobile applications may be distributed through third-party application stores.

Such applications may additionally be subject to:

• a SmartDry Mobile Application EULA;
• an App Store Addendum; and
• mandatory terms imposed by the applicable app-store provider.

Where a custom Mobile Application EULA or App Store Addendum applies, it governs the end user's licence to the installed application to the extent stated in that document.

These Master Terms continue to govern the commercial relationship between SmartDry and the Customer.

Nothing in Section 56 prevents an App Store Addendum or Mobile Application EULA from expressly conferring rights on an app-store provider where required by applicable platform terms.

47. Compliance With Law

Each party must comply with laws applicable to its performance of the Agreement.

The Customer must not use SmartDry to conduct or facilitate unlawful or fraudulent activity.

Unless expressly stated in an Order Form or Product-Specific Terms, SmartDry does not assume regulatory obligations applicable specifically to the Customer's garment-care operations merely because the Services contain tools designed to assist with compliance.

48. Assignment, Transfer and Novation

Neither party may assign its rights or transfer, novate or otherwise dispose of its rights and obligations under the Agreement without the other party's prior written consent, not to be unreasonably withheld or delayed.

However, SmartDry may, on written notice to the Customer:

1. assign its rights under the Agreement; and
2. transfer or novate the Agreement,

to:

• a SmartDry Affiliate;
• a successor in connection with a merger or corporate reorganisation;
• an acquirer of all or substantially all of the SmartDry business or assets relating to the Services; or
• an entity acquiring control of SmartDry,

provided the transferee is reasonably capable of performing SmartDry's material obligations.

The Customer agrees to execute reasonable documents required to give effect to a permitted novation.

The Customer may similarly request assignment or novation as part of a genuine sale or reorganisation of its business, subject to SmartDry's consent, not to be unreasonably withheld or delayed.

49. Changes to these Terms

SmartDry may update these Terms where reasonably necessary to reflect:

• legal or regulatory change;
• security requirements;
• new functionality;
• changes to the Services; or
• operational requirements.

SmartDry will provide reasonable notice of material changes affecting existing Customers.

Unless required sooner by law or security necessity, a change that materially reduces an existing Customer's contractual rights or materially increases its obligations will normally take effect at the Customer's next renewal.

SmartDry will maintain version identification and a Terms Effective Date for published versions of these Terms.

Changes to incorporated documents will also be versioned and recorded in accordance with Section 3.3.

50. Electronic Acceptance and Contract Records

SmartDry may permit electronic acceptance of contractual documents and may establish an Agreement without requiring a handwritten signature or separately signed paper contract where the applicable contracting process permits electronic acceptance.

SmartDry may maintain evidence including:

• applicable contract and policy versions;
• business identifier;
• accepting user;
• date and time;
• account information;
• acceptance method;
• electronic acceptance record; and
• related audit information.

The acceptance mechanisms specified in the introduction and Section 58 apply.

51. Notices

Formal legal notices under the Agreement must be in writing.

Notices to SmartDry must be sent to:

SmartDry Technologies Limited

3 Colndale Road Floor 1

Colnbrook

Slough

England

SL3 0HQ

Email: legal@smartdry.ai

Notices to the Customer will be sent to the postal or legal-notice email address stated in the applicable Order Form, Customer account or subsequently notified in writing.

A notice is deemed received:

1. by hand: when left at the proper address;
2. by pre-paid first-class post or recognised next-business-day delivery service within the United Kingdom: at 9:00 a.m. on the second Business Day after posting;
3. by recognised international courier: when delivery is recorded by the courier; or
4. by email: when transmitted without an automated failure or bounce-back notice, provided that an email sent after 5:00 p.m. at the recipient's location or on a non-Business Day is deemed received at 9:00 a.m. on the next Business Day.

This Section does not apply to service of court proceedings or other documents where applicable procedural law requires another method.

Operational support requests are not formal legal notices and should be submitted through SmartDry's designated support channels.

52. Entire Agreement

The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes previous proposals, representations, discussions and communications concerning that subject matter.

Neither party relies upon a statement not expressly included in the Agreement.

Nothing in this Section excludes liability for fraud or fraudulent misrepresentation.

Customer purchase orders and procurement documents are subject to Section 3.4.

53. Waiver

Failure or delay in exercising a right does not waive that right.

A waiver applies only to the circumstances for which it is given.

54. Severability

If any provision of the Agreement is invalid, unlawful or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable.

If modification is not possible, that provision will be treated as deleted.

The remainder of the Agreement remains effective.

55. No Partnership, Agency or Fiduciary Relationship

Nothing in the Agreement creates a:

• partnership;
• joint venture;
• employment relationship;
• fiduciary relationship; or
• agency

between the parties.

Neither party may bind the other except where expressly authorised.

56. Third-Party Rights

Except where an applicable Product-Specific Term, Mobile Application EULA or App Store Addendum expressly provides otherwise, a person who is not a party to the Agreement has no right to enforce any provision under the Contracts (Rights of Third Parties) Act 1999.

For clarity, this Section does not prevent a Mobile Application EULA or App Store Addendum from expressly granting enforcement rights to Apple, Google or another application-store provider where required by applicable platform terms.

57. Governing Law and Jurisdiction

The Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction, subject to mandatory law providing otherwise.

58. Acceptance

The Customer agrees to be bound by the Agreement by:

1. signing or electronically accepting an Order Form that incorporates these Terms;
2. electronically accepting these Terms or an agreement incorporating them during SmartDry's onboarding or account-creation process; or
3. accessing or using the Services following authorised onboarding where the Customer has been provided with or given access to these Terms and the applicable acceptance process states that such access or use constitutes acceptance.

By doing so, the Customer confirms that:

1. it has had the opportunity to review the Agreement;
2. it agrees to be bound by the Agreement;
3. it is acquiring or using SmartDry for business purposes; and
4. the individual accepting the Agreement has authority to bind the Customer.

SmartDry may retain evidence of acceptance in accordance with Section 50.

SmartDry Technologies Limited

Company Number: 17302780

© 2026 SmartDry Technologies Limited. All rights reserved.