THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1..1 Definitions:

ASE: ASE Corporate Eyecare Limited, a company registered in England and Wales with company number 03425183.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 11.6.

Contract: the contract between ASE and the Customer for the supply of Vouchers in accordance with these Conditions.

Customer: the person or company who purchases Vouchers from ASE.

Designated Premises: one of the premises specified by ASE as a premises in which the Voucher can be exchanged for selected goods or services which are sold or provided at that premises, as is notified to the Customer upon delivery of the Voucher.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer’s order for the specified number of Vouchers as set out in the Customer’s purchase order form on the Website.

Payment Partner: Stripe Payments UK Ltd, a company registered in England and Wales with company number 08480771.

Price: the price payable by the Customer for the Voucher(s) Ordered in accordance with clause 5.

Recipient: the third party to whom the Customer may transfer the Vouchers.

Term: has the meaning given in clause 0.

Vouchers: the Vouchers supplied by ASE to the Customer as requested in the Order and delivered as e-vouchers.

Website: ASE’s website available at [INSERT].

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Vouchers in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when ASE issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.4 The Customer hereby confirms that they are purchasing the Vouchers wholly or mainly for use in connection with their trade, business, craft or procession, even if the Customer is an individual.

2.5 If you are entering into this Contract on behalf of a company or your employer, you hereby warrant that you have full capacity and authority to enter into this agreement and to bind the company or your employer.

3. Supply of Vouchers

3.1 ASE shall supply the Vouchers to the Customer in accordance with the Order in all material respects. Vouchers shall be delivered electronically only to the email address provided by the Customer when placing the Order.

3.2 ASE reserves the right to amend the Vouchers if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Vouchers, and ASE shall notify the Customer in any such event.

3.3 ASE warrants to the Customer that the Vouchers will be provided using reasonable care and skill and will:

(a) conform in all material respects with their description;

(b) be free from material defects in design, material and workmanship;

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d) be fit for any purpose held out by us

3.4 Upon receipt of the Voucher, the Customer shall be entitled to gift the Voucher to a named Recipient using the functionality available when the Voucher is delivered to the Customer. Vouchers can only be gifted to one Recipient, and shall not be transferrable to any other third party. Once a Voucher has been gifted to a Recipient, the Customer shall not be entitled to revoke that Voucher and gift it to a third party.

3.5 Upon a Voucher being gifted to a Recipient, the Recipient shall be entitled to redeem the Voucher on the Website for selected good or service or at a Designated Premises up to the value of the Voucher offered by ASE on the Website. ASE shall be entitled to exclude certain goods and services on its Website from participation in the offer.

3.6 Vouchers expire on the earlier of:

(a) 365 from the date of receipt of the Voucher by the Customer; or

(b) 90 days from the date on which the Voucher was gifted to the Recipient.

3.7 Upon expiration of the Voucher as set out in clause 3.6, the Voucher will no longer be redeemable by either the Customer or the Recipient. If there are extenuating circumstances which you consider should mean the timeframe for redeeming the Vouchers is extended beyond the period set out in clause 3.6, please contact our customer service team by emailing them at [EMAIL ADDRESS]. Extensions are offered at the absolute discretion of ASE.

3.8 It is the responsibility of the Customer/Recipient (as applicable) to ensure that Vouchers are redeemed within the applicable timeframe.

3.9 If a Customer gifts a Voucher to a Recipient, and the Recipient redeems that Voucher, ASE shall not be obliged to provide the Customer with any details about the goods and/or services which have been purchased using the Voucher, unless required to do so by applicable law.

3.10 All vouchers are non-refundable upon delivery to the Customer. Vouchers cannot be exchanged for any equivalent monetary value and have no cash value.

3.11 ASE has no obligation to replace any Vouchers which are lost, deleted, stolen or damaged by the Customer or Recipient.

4. Customer’s obligations

4.1 The Customer shall:

(a) ensure that the terms of the Order are complete and accurate;

(b) co-operate with ASE in all matters relating to the Vouchers;

(c) provide ASE, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by ASE; and

(d) provide ASE with such information and materials as ASE may reasonably require in order to supply the Vouchers, and ensure that such information is complete and accurate in all material respects.

4.2 The Customer shall notify ASE within 14 days of any discrepancies or errors in the Vouchers supplied against the Order. After such date, the Customer shall be deemed to have accepted the Vouchers.

5. Price and payment

5.1 The Price of the Vouchers shall be the price set out in the Order, or, if no price is quoted, the price set out in ASE’s published Price available on the Website at the time the Order is placed.

5.2 ASE shall be entitled to increase the Price of the Vouchers at any time by updating the published Price available on the Website. Such increases will not affect any Order which has already been placed.

5.3 Payments are made using our Payment Partner. Use of our Payment Partner to make purchases through the Platform will be subject to their terms and conditions. In order to process your payment, you will be required to accept our Payment

Partner’s terms and conditions.

5.4 We may change or add to our payment methods from time to time. Such changes or additions will be as set out in the payment page on the Platform.

5.5 You authorise us (or our Payment Partner) to charge your credit or debit card using the payment information provided when paying any applicable fees set out in the

Order.

6. Intellectual property rights

6.1 All Intellectual Property Rights in or arising out of or in connection with the Vouchers (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by ASE.

6.2 ASE grants to the Customer a non-exclusive licence to use each Voucher during the Term in exchange for goods on the Website or at a Designated Premises. The Customer shall be entitled to transfer such rights to the Recipient.

6.3 The Customer shall not sub-license, assign or otherwise transfer the rights other than as permitted in clause 6.2

6.4 The Customer grants ASE a fully paid-up, non-exclusive, royalty-free, nontransferable licence to copy and modify any materials provided by the Customer to ASE for the term of the Contract for the purpose of providing the Vouchers to the Customer.

7. Data protection

ASE shall process any personal data belonging to the Customer or any Recipient as set out in their privacy policy available at: [LINK].

8. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

8.1 The limits and exclusions in this clause reflect the insurance cover ASE has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3 Nothing in this clause 8 shall limit the Customer’s payment obligations under the

Contract.

8.4 Nothing in these Conditions limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.5 Subject to clause 8.4 (Liabilities which cannot legally be limited), ASE’s total liability to the Customer shall not exceed the value of the Vouchers purchased by the Customer in the Order under which the liability arose.

8.6 Subject clause 8.3 (No limitation of customer’s payment obligations) and clause

8.4 (Liabilities which cannot legally be limited), this clause 8.6 sets out the types of loss that are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

8.7 ASE has given commitments as to compliance of the Vouchers with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.8 Unless the Customer notifies ASE that it intends to make a claim in respect of an event within the notice period, ASE shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire

12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8.9 If you enter into this Contract as a consumer, you may be entitled to additional remedies. For example,

(a) if the Vouchers we have provided you with are not as described, fit for purpose and of satisfactory quality, we will offer you a repaired or a replacement Voucher;

(b) if a fault cannot be fixed, or if we have not fixed it within a reasonable timeframe and without significant inconvenience, you can get some or all of your money back;

(c) if you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation.

For more information on your rights if you are a consumer, please visit the Citizens Advice website www.citizensadvice.org.uk.

8.10 This clause 8 shall survive termination of the Contract.

9. Termination

9.1 The Contract shall commence on the Commencement Date and, unless terminated earlier pursuant to this clause 9, shall continue until the Voucher(s) under the associated Order are redeemed or expire (Term).

9.29.1 Without affecting any other right or remedy available to it, ASE may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment;

(b) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

(c) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(e) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.3 Without affecting any other right or remedy available to it, ASE may suspend the supply of Vouchers under the Contract or any other contract between the Customer and ASE if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment;

(b) the Customer becomes subject to any of the events listed in clause 9.2 (d) or clause 9.2(e), or ASE reasonably believes that the Customer is about to become subject to any of them; and

(c) ASE reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.2(c).

10. Consequences of termination

10.1 On termination or expiry of the Contract the Customer shall immediately pay to ASE all of ASE’s outstanding unpaid fees and interest.

10.2 If the Contract is terminated by ASE: (a) any Vouchers which have been paid for in full by the Customer will remain valid until their redemption or expiry; and (b) any Vouchers which the Customer has not provided payment for in full by the date of termination shall immediately expire.

10.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. General

11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2 Assignment and other dealings.

(a) ASE may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of ASE.

11.3 Confidentiality.

11.4 Each party agrees to:

(a) keep information it receives from the other party in relation to the business, affairs, customers, clients or suppliers of the other party confidential, whether or not such information is marked confidential and in whatever format such information is provided;

(b) only use such confidential information for the purpose of performing its obligations under the Contract;

(c) take steps to protect it as though it was its own confidential information; and

(d) only disclose it to its and its affiliates’ employees, officers, representatives, subcontractors and advisors (Representatives) on a ‘need to know’ basis as reasonably required for the purposes of the Contract. For the avoidance of doubt, the Customer shall not disclose any pricing information of ASE to the Customer’s clients.

11.5 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.6 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or partprovision of this Contract deleted under this clause 11.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.9 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall sent by email to the address specified in the Order (for the Customer) or the written acceptance of that Order (for ASE).

(b) Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.9(b), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 11.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

11.10 Third party rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

11.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of

England and Wales.

11.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation