Version 1.0

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February 17, 2025

This Point1 Building Systems Ltd Terms of Service ("Agreement") is entered into by and between Point1 Building Systems Ltd ("Point1") and the entity or person placing an order for or accessing the Services ("Customer"). This Agreement consists of the terms and conditions set forth below and any Order Form. The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial order of Services or (b) the Effective Date of the first Order Form.

Capitalized terms shall have the meanings set forth in Section 1, or in the section where they are first used.

1. Definitions

1.1 "Services" means Point1's mass timber construction and building system services, including but not limited to design, manufacture, supply, and installation of mass timber building components and systems.

1.2 "Order Form" means a document signed by both Parties identifying the Services to be provided by Point1 pursuant to this Agreement.

1.3 "Materials" means the mass timber and other construction materials used in the provision of Services.

1.4 "Specifications" means the technical specifications, drawings, plans, and other documentation describing the requirements for the Services.

1.5 "Site" means the location(s) where the Services are to be performed.

2. Services and Obligations

2.1 Services. Point1 agrees to provide the Services described in the applicable Order Form in accordance with the terms and conditions of this Agreement.

2.2 Customer Obligations. Customer shall:

a) Provide Point1 with timely access to the Site and any necessary facilities

b) Ensure the Site is prepared and suitable for the Services

c) Provide accurate and complete information necessary for the Services

d) Obtain and maintain all necessary permits, licenses, and approvals

e) Comply with all applicable laws and regulations

f) Pay all amounts due in accordance with this Agreement

2.3 Quality Standards. Point1 warrants that the Services will be performed:

a) In a professional and workmanlike manner

b) In accordance with industry standards and practices

c) In compliance with all applicable laws, regulations, and building codes

d) According to the agreed Specifications

3. Pricing and Payment

3.1 Fees. Customer will pay Point1 the fees specified in the Order Form. Unless otherwise specified in the Order Form:

a) All prices are in British Pounds Sterling

b) Prices exclude VAT (currently at 20%)

c) A deposit of 30% is required upon order

d) Progress payments will be required as specified in the Order Form

e) Final payment is due upon completion

3.2 Payment Terms. All invoices are due within 30 days of the invoice date. Point1 reserves the right to charge interest on late payments at 8% above the Bank of England base rate.

3.3 Price Changes. Point1 may adjust prices for future orders upon 30 days written notice to Customer.

4. Intellectual Property

4.1 Point1's Property. Point1 retains all rights, title, and interest in its intellectual property, including but not limited to designs, drawings, specifications, methods, processes, and know-how.

4.2 Customer's Property. Any designs, specifications, or other materials provided by Customer remain Customer's property.

5. Warranties and Limitations

5.1 Warranty Period. Point1 warrants the structural integrity of its mass timber components for a period of 10 years from completion, subject to proper maintenance and use.

5.2 Exclusions. The warranty does not cover:

a) Normal wear and tear

b) Damage caused by improper maintenance or use

c) Modifications made without Point1's approval

d) Damage caused by external factors beyond Point1's control

5.3 Limitation of Liability. Point1's total liability under this Agreement shall not exceed the total amount paid by Customer for the Services giving rise to the claim. Neither party shall be liable for any indirect, incidental, special, or consequential damages.

6. Term and Termination

6.1 Term. This Agreement shall continue until completion of the Services unless terminated earlier in accordance with this Agreement.

6.2 Termination. Either party may terminate this Agreement upon written notice if:

a) The other party materially breaches this Agreement and fails to cure within 30 days of written notice

b) The other party becomes insolvent or subject to bankruptcy proceedings

## 7. General Provisions

7.1 Insurance. Point1 maintains appropriate insurance coverage for its Services and will provide certificates upon request.

7.2 Force Majeure. Neither party shall be liable for delays caused by events beyond their reasonable control.

7.3 Governing Law. This Agreement is governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

7.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

Point1 Building Systems Ltd
Unit 5 & 8 Knights Park
Hussey Road
Battlefield Enterprise Park
Shrewsbury
Shropshire SY1 3TE

Tel: 07790 769029
Email: enquiries@point1masstimber.com

Company Registration: 08540702
VAT Registration: 163232141