TALASEY LIMITED

CUSTOMER INCENTIVE SCHEME 2022 (REGIONAL) – TERMS AND CONDITIONS

These Terms and Entry

1 The following customer incentive scheme (“Scheme”) is promoted by Talasey Ltd, a company registered in England and Wales with company number 05158665 and whose registered office is at St Vincent House, Normanby Road, Scunthorpe, England, DN15 8QT (“Talasey”, “we”).

2 By opting-in to the Scheme via the QR Code on the promotional flyer sent to you by us, or via this link: http://eepurl.com/hS41GP you are deemed to have accepted and agree to be bound by these terms and conditions (“Terms”). The Scheme operates under these Terms, unless otherwise notified to you by us, and the Terms govern the relationship we have with you, the individual regional manager on behalf of our customer, in relation to the Scheme. If you do not agree to be bound by these Terms, you should not enter the Scheme via the QR Code or the link above.

3 By opting-in to the Scheme in accordance with clause 2, you warrant and represent that you have all the necessary authorisations, approvals, consents and authorities to enter into the Scheme and be bound by these Terms for and on behalf of your company (including any such authorisations from your company’s head office).

4 Membership of the Scheme is entirely at our discretion and, accordingly, we reserve the right to refuse entry to the Scheme to any person, including any person in breach of these Terms.

5 The Scheme is voluntary and is available to all of our customers who opt-in in accordance with clause 2.

6 To be included in the Scheme, you must opt-in in accordance with clause 2 before 31 March 2022. If you opt-in after this date, you will not be part of the Scheme.

7 We accept no responsibility for entries not successfully completed due to a technical fault of any kind.

The Scheme

8 The Scheme allows you to earn rewards (“Rewards”) if the value of invoiced sales placed with us (based on the Figures (as defined below)) is exceeded by at least 10% against the Base Figures (as defined below) that are to be presented in accordance with clause 9 (“Growth”). The value of the Rewards will depend on the percentage of Growth and be rounded down to the nearest whole percentage of Growth. For example:

8.1 if you achieve a 10% Growth with us, you will receive £1,000 worth of Rewards;

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8.2 if you achieve a 15% Growth with us, you will receive £1,500 worth of Rewards; and

8.3 if you achieve a 20% or greater Growth with us, you will receive £2,000 worth of Rewards.

9 In April 2022, and no later than one week after entry to the Scheme has closed, we will present your regional manager with base sales figures for the region to be achieved between January 2022 and 26 November 2022 which, if exceeded by at least 10%, will entitle you to Rewards under the Scheme (“Base Figures”).

10 The figures used to calculate the Growth for 2022 (i.e., the figures from 1 January 2022 to 26 November 2022) and for the purposes of the Scheme will include the value of all product deliveries both in branch and direct to site, including couriers and additional transport and will also include all invoices (less any credits) up to and including 26 November 2022 (“Figures”). The Figures shall not include any sums from you which are outstanding or in dispute as of 26 November 2022 and such sums may be discounted when we calculate the percentage of Growth.

11 We will run a report after 26 November 2022 of the Figures to calculate the value of Rewards to be awarded to you in accordance with the percentage of Growth, as set out in clause 8, as notify you if you are eligible for any Rewards in December 2022.

12 Upon opting-in to the Scheme, you shall notify us in writing of the branches which are included in your region and those are the only branches which shall be deemed to be part of your region for the purposes of the Scheme. We may at our sole discretion and at any time adjust the Base Figures if any changes are made to those branches (including whether any have been added or removed from your region) that may influence the achievement of the Target Figures.

13 Should, in our sole opinion, pricing become volatile and subject to increases of an unexpected level for any reason, we reserve the right to vary the terms of the Scheme and gauge Growth during the participation of the Scheme on the number of units purchased (i.e. volume growth) rather than growth in Figures, however the same percentages as set out in clause 8 will be applicable to the growth calculations against the Target Figures and any award of Rewards under the Scheme.

14 Any purchase of goods and products will be subject to the terms and conditions specified in the order for such goods, which shall be unaffected by entry into the Scheme.

Rewards

15 Rewards will take the form of social activities mutually agreed by you and Talasey.

16 We reserve the right to refuse Rewards which were not mutually agreed prior to commitment of the related expenditure.

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17 Rewards will be issued on or after 1 December 2022 and no later than 31 March 2023.

18 Payment of Rewards, which can include payments made directly by us to the provider of the Rewards, payments to you in reimbursements for payments to the provider of the Rewards or a combination of both, is to be mutually agreed prior to commitment of the related expenditure and authorised by the Group Sales and Marketing Director of Talasey and, in all cases, will require supporting documentation which shows the actual cost and nature of the Rewards.

19 We may decline to issue, or instruct any third party to issue, the Rewards at any time where there is reasonable belief of any abuse or attempted abuse of the Scheme or any breach or attempted breach of these Terms.

Termination

20 Your membership of the Scheme starts when you opt-in in accordance with clause 2 and ends when your contractual relationship with us ends for any reason, when you cease to sell our products for any reason, when you fail to achieve the Growth targets presented to you in accordance with clause 9, or when we determine at our sole discretion that the Scheme is no longer in operation.

21 Without any liability, we also reserve the right to terminate this Scheme:

21.1 if you materially breach these Terms and, where such breach can be remedied, you do not remedy the breach within 30 days of a written notice of the breach from us; or

21.2 if we reasonably believe you have abused the Scheme.

22 You may leave the Scheme at any time for any reason upon notification to us in writing. By leaving the Scheme, you forfeit the right to any Rewards that may have accrued.

23 On termination of the Scheme for any reason, all unredeemed Rewards will be forfeited and you will no longer be able to participate in the Scheme.

General

24 Any personal data supplied during the course of the Scheme may be passed on to third party suppliers only insofar as required for fulfilment/delivery/arrangement of the Rewards. Personal data will only be processed as set out in our privacy policy which is available on request.

25 Each party shall comply with the Bribery Act 2010 and not do, or omit to do, any act that will cause the other to be in breach of the Bribery Act 2010.

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26 You shall not assign, delegate, transfer, charge or otherwise dispose of all or any of your rights and responsibilities under these Terms without our prior written consent.

27 These Terms contain all the terms which the parties have agreed with respect to the Scheme and supersede all previous agreements and understandings between the parties (whether oral or in writing) relating to the Scheme. Each party acknowledges and agrees that it has not been induced to enter into the Scheme by a statement or promise which these Terms do not contain. All warranties, conditions and other terms (whether express or implied) which are not set out in these Terms are (to the fullest extent permitted by law) excluded from these Terms.

28 For the purposes of the Contracts (Rights of Third Parties) Act 1999 no person (except you and us) shall have any right to enjoy the benefit or enforce any of these Terms.

29 We reserve the right to change these Terms at any time. If you continue to participate in the Scheme after such change, you shall be deemed to have accepted the updated terms and conditions.

30 Failure to exercise (or to fully exercise), or any delay in exercising, any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy under these Terms or by law.

31 If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction then it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible that provision shall be deemed to be omitted from these Terms in so far as these Terms relate to that jurisdiction and the validity and enforceability of that provision in other jurisdictions and the other provisions of these Terms shall not be affected or impaired.

32 This Terms shall be governed by English Law and members of the Scheme submit to the exclusive jurisdiction of the English Courts.