Effective Date: 15th January 2024

Company Name: KOCH&BROOK TECHNOLOGY CO.,LIMITED (“we,” “us,” “our”)

User/Customer: (“You” – refers to individuals, businesses, or organizations accessing, purchasing, or using our Products/Services)

1. Agreement Overview

These Terms & Conditions (“Terms”) constitute a legally binding contract between you and KOCH&BROOK TECHNOLOGY CO.,LIMITED. They govern your use of our Products/Services, which include: (a) software (web-based, desktop, and mobile applications); and (b) industrial instruments (e.g., sensors, scanners, meters).

By purchasing, registering for, or accessing our Products/Services, you confirm that you have read, understood, and agree to be bound by these Terms, as well as our associated Privacy Policy and Cookies Policy. If you are using our Products/Services on behalf of a business or organization, you represent and warrant that you have the legal authority to bind that entity to these Terms.

2. Eligibility

To use our Products/Services, you must:

• Be at least 18 years old (or the age of majority in your jurisdiction) if using the Products/Services as an individual;

• Be a legally registered business/organization (with valid corporate documentation) if using the Products/Services for commercial purposes;

• Not be prohibited by any applicable laws (local, national, or international) from accessing or using our Products/Services (e.g., due to export restrictions or sanctions).

3. Software License

3.1 Grant of License

We grant you a non-exclusive, non-transferable, revocable license to use our software solely for your internal business or personal purposes (as applicable), for the term specified in your purchase or subscription agreement (e.g., 12 months for annual subscriptions). This license does not transfer ownership of the software to you.

3.2 License Restrictions

You may not:

• Copy, modify, adapt, reverse-engineer, decompile, disassemble, or attempt to extract the source code of the software (except as explicitly permitted by applicable law);

• Sell, rent, sublicense, lease, distribute, or share access to the software with any third party (including affiliated entities) without our prior written consent;

• Use the software to store, transmit, or process illegal, harmful, or infringing content (e.g., malware, copyrighted material without permission, or data violating privacy laws);

• Use the software in a way that exceeds the usage limits specified in your subscription (e.g., number of user accounts, data storage capacity);

• Alter or remove any proprietary notices (e.g., copyright, trademark symbols) from the software.

3.3 Software Updates

We may provide software updates, patches, or bug fixes from time to time (at our sole discretion). These updates may be mandatory to ensure security, compliance, or functionality—failure to install mandatory updates may result in restricted access to the software.

4. Industrial Instruments: Sale & Delivery

4.1 Order Acceptance

When you place an order for our industrial instruments (sensors, scanners, meters), your order constitutes an offer to purchase. We reserve the right to accept or reject your order at our sole discretion (e.g., if the instrument is out of stock, if your payment details are invalid, or if we suspect fraudulent activity). We will confirm acceptance of your order via email or a written order confirmation.

4.2 Payment Terms

• All payments for instruments must be made in the currency specified in your order confirmation, and in full (or per the agreed payment schedule for bulk/enterprise orders) before we ship the instrument.

• We may charge additional fees for taxes (e.g., VAT, customs duties), shipping, or expedited delivery—these will be clearly outlined in your order confirmation.

• Late payments may result in: (a) a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding amount; (b) suspension of delivery; or (c) cancellation of your order.

4.3 Delivery & Risk

• We will ship instruments to the address provided in your order confirmation, using the delivery method specified (e.g., standard courier, express shipping). Delivery times are estimates only and may be delayed due to factors beyond our control (e.g., customs delays, natural disasters).

• Risk of loss, damage, or theft of the instrument passes to you upon delivery (as confirmed by a delivery receipt or tracking information). Title to the instrument remains with us until full payment is received.

• If your instrument is damaged during delivery, you must notify us within 48 hours of receipt and provide photos or other evidence of damage—failure to do so may invalidate your claim for a replacement or refund.

5. Warranties

5.1 Software Warranty

We warrant that, for 90 days from the date of your software purchase/subscription activation, the software will function substantially in accordance with the published specifications. This warranty does not cover:

• Issues caused by user error (e.g., incorrect configuration, failure to follow user guides);

• Compatibility issues with third-party hardware/software not approved by us;

• Problems arising from unauthorized modifications to the software;

• Performance issues due to insufficient device specifications (e.g., outdated operating systems, low memory).

5.2 Industrial Instruments Warranty

We provide a 1-year limited warranty for our industrial instruments, effective from the date of delivery. This warranty covers defects in materials or workmanship that prevent the instrument from functioning as specified. The warranty does NOT apply to:

• Normal wear and tear (e.g., sensor degradation from extended use in harsh environments, minor cosmetic damage);

• Damage caused by improper use, neglect, or failure to follow maintenance instructions (e.g., exposure to extreme temperatures, unauthorized repairs);

• Instruments used outside their specified operating conditions (e.g., using a sensor rated for indoor use in outdoor weather);

• Instruments modified, altered, or repaired by third parties without our written consent.

5.3 Warranty Claims

To make a warranty claim:

1. Contact us at marketing@kochbrook.com with your order number, proof of purchase, and a detailed description of the defect (including photos or test reports, if requested);

2. We will review your claim within 5 business days and notify you of our decision (e.g., repair, replacement, or refund);

3. If a repair or replacement is approved, you may be required to return the defective instrument to us (at our cost for valid claims).

5.4 Disclaimer of Other Warranties

EXCEPT FOR THE EXPRESS WARRANTIES OUTLINED ABOVE, WE MAKE NO WARRANTIES (EXPRESS OR IMPLIED) REGARDING OUR PRODUCTS/SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. OUR PRODUCTS/SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

6. User Obligations

You agree to:

• Provide accurate, complete, and up-to-date information when registering for our Products/Services (e.g., billing address, contact details, instrument usage location);

• Keep your software login credentials (username, password, API keys) secure and confidential—you are responsible for all activity conducted under your account;

• Notify us immediately (via marketing@kochbrook.com) of any unauthorized use of your account, security breaches (e.g., stolen instrument linked to our platform), or suspected fraud;

• Use our Products/Services in compliance with all applicable laws and regulations, including: (a) data protection laws (e.g., UK GDPR, EU GDPR, CCPA); (b) export control laws (e.g., UK Export Control Order, EU Dual-Use Regulation); (c) intellectual property laws;

• Maintain appropriate backups of any data stored in our software or collected by our instruments—we are not liable for data loss due to hardware failure, software errors, or user negligence;

• Comply with all maintenance requirements for our industrial instruments (as outlined in the user manual) to ensure safe and effective operation.

7. Intellectual Property Rights

All intellectual property rights (IPR) in our Products/Services—including software code, instrument designs, trademarks, logos, product manuals, and any content we provide (e.g., user guides, technical documentation)—are owned by us or our licensors. These IPRs are protected by copyright, trademark, patent, and other intellectual property laws worldwide.

You do not acquire any IPRs in our Products/Services by using them. You may use our trademarks or logos only with our prior written consent (e.g., for marketing purposes). If you provide feedback, suggestions, or ideas about our Products/Services (“Feedback”), you grant us a perpetual, worldwide, royalty-free license to use, modify, and incorporate that Feedback into our Products/Services (without any obligation to credit or compensate you).

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• We shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising from or related to your use of our Products/Services, including but not limited to lost profits, business interruption, data loss, or reputational harm;

• Our total liability to you for any claim (whether based on contract, tort, negligence, or otherwise) shall not exceed the total amount you paid to us for the specific Product/Service giving rise to the claim (e.g., the purchase price of a scanner or the subscription fee for 12 months of software access);

• We shall not be liable for any damages caused by: (a) your failure to comply with these Terms or product instructions; (b) third-party hardware/software used with our Products/Services; (c) events beyond our reasonable control (“Force Majeure”), including natural disasters, cyberattacks, pandemics, strikes, or government actions; (d) your use of outdated or unmaintained versions of our software/instruments.

This limitation of liability does not apply to: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded by applicable law (e.g., statutory consumer rights).

9. Indemnification

You agree to indemnify, defend, and hold harmless KOCH&BROOK TECHNOLOGY CO.,LIMITED, its directors, employees, agents, and licensors from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Your breach of these Terms, our Privacy Policy, or any applicable laws;

• Your improper use of our Products/Services (e.g., using a scanner to collect data in violation of privacy laws, transmitting malware via our software);

• Any third-party claims related to your use of our Products/Services (e.g., a customer suing you for data breaches caused by your misuse of our software);

• Your failure to pay any amounts owed to us (including late fees and collection costs).

10. Termination

10.1 Termination by Us

We may terminate these Terms (and your access to our Products/Services) immediately, without prior notice, if:

• You breach any provision of these Terms (and fail to remedy the breach within 14 days of receiving written notice from us);

• You become insolvent, file for bankruptcy, or enter into liquidation/proceedings for debt restructuring;

• You are prohibited by law from using our Products/Services (e.g., due to new sanctions or export restrictions);

• We reasonably believe your use of the Products/Services poses a security risk (e.g., unauthorized access to our servers, distribution of malware).

10.2 Termination by You

You may terminate these Terms:

• For subscription-based software: By providing written notice to us at least 30 days before the end of your current subscription term (no refunds will be issued for partial subscription periods);

• For one-time purchases (e.g., industrial instruments): Only if we breach these Terms and fail to remedy the breach within 14 days of your written notice (in which case you may be entitled to a refund, at our discretion).

10.3 Effects of Termination

Upon termination of these Terms:

• Your license to use the software will immediately cease—you must delete all copies of the software from your devices and return or destroy any associated documentation;

• You must pay any outstanding amounts owed to us (including fees for services used up to the date of termination);

• You must return any rented/leased industrial instruments to us (at your cost) within 7 days of termination—failure to do so may result in additional fees (equal to 10% of the instrument’s purchase price per week of delay);

• All provisions of these Terms that by their nature should survive termination (e.g., intellectual property rights, limitation of liability, indemnification, governing law) will remain in effect.

11. Governing Law & Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. For users in the European Union (EU), if applicable local laws (e.g., EU consumer protection laws) impose more favorable terms on you, those local laws shall apply to the extent required by law. For users in other jurisdictions (e.g., California, China), local laws may apply to the extent they cannot be excluded by contract.

11.2 Dispute Resolution

Before initiating any legal action, you agree to attempt to resolve any dispute arising from these Terms through good-faith negotiation with us. If negotiation fails within 30 days of your written notice of the dispute, either party may submit the dispute to:

• For UK users: The courts of England and Wales (exclusive jurisdiction for claims exceeding £10,000);

• For EU users: The courts of your country of residence (or the courts of England and Wales, at your option);

• For users in other jurisdictions: The courts of your local jurisdiction (or the courts of England and Wales, if mutually agreed).

Nothing in this section shall prevent us from seeking immediate injunctive relief (e.g., to stop unauthorized use of our software) from any competent court.

12. Changes to These Terms

We may update these Terms from time to time to reflect: (a) changes in applicable laws (e.g., new data protection regulations); (b) updates to our Products/Services (e.g., new software features, revised warranty terms); or (c) changes to our business practices.

We will notify you of material changes to these Terms via: (a) email (sent to the address associated with your account); (b) a pop-up notification when you access our software; or (c) a prominent notice on our website. The updated Terms will take effect 14 days after we send this notification (or immediately for changes required by law).

Your continued use of our Products/Services after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must terminate your use of the Products/Services and notify us in writing.

13. Miscellaneous

13.1 Entire Agreement

These Terms, together with our Privacy Policy and Cookies Policy, constitute the entire agreement between you and us with respect to the Products/Services. They replace all prior oral or written agreements, understandings, or representations.

13.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a competent court, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced with a valid provision that achieves the original intent of the parties, to the extent possible under law.

13.3 No Waiver

Our failure to enforce any provision of these Terms (or to exercise any right) shall not constitute a waiver of that provision or right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

13.4 Assignment

You may not assign or transfer these Terms (or any of your rights or obligations under them) to any third party without our prior written consent. We may assign these Terms to a third party (e.g., in the event of a merger, acquisition, or sale of assets) without your consent, provided the assignee agrees to be bound by these Terms.

13.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms if the failure or delay is caused by events beyond our reasonable control, including but not limited to natural disasters, pandemics, cyberattacks, strikes, riots, government actions, or shortages of materials. We will notify you of any such event and use reasonable efforts to resume performance as soon as possible.

14. Contact Us

If you have any questions, concerns, or claims related to these Terms, please contact us at:

KOCH&BROOK TECHNOLOGY CO.,LIMITED

CEME Innovation Centre, Marsh Way, Rainham, RM13 8EU, UK

Email: marketing@kochbrook.com