TERMS AND CONDITIONS OF SALE
FOR TRAINING AND SUPPORT ON THE
OXFORD INSTRUMENTS E-COMMERCEWEBSITE
1. INTERPRETATION

Service Provider via the Internet and/or telephone, with respect to the
Product;

1.1 In these Terms:“Terms” means these terms and conditions;“Affiliate” an entity which the Service Provider directly or indirectly
controls, is controlled by or is under common control with. For the
purpose of this definition, “control”, “controlled by” and “under common
control with” means the ownership of at least 50% of the voting
securities or other ownership interest or the possession directly or
indirectly of the power to direct the management or policies of such
entity;“Americas” means the countries of North, Central, and South America;“AO” means the written acknowledgement of an Order issued by theCompany, via-email, to the Purchaser following the Order;“Training” means the course(s), whether provided physically or virtually,
upon which the Purchaser has booked the Delegate(s) in accordancewith these Terms;“Website” means www.estore.oxinst.com, www.estore.oxinst.co.uk,
www.estore.oxinst.eu, or www.estore.oxinst.us as applicable; and“Working Day” means a day other than a Saturday, Sunday or public
holiday in England when banks in London are open for business.

“Booking Confirmation” means the written response to an Order by theService Provider to the Purchaser confirming whether the Services
requested can be provided and are available on the dates requestedby the Purchaser;

1.2 The Contract shall comprise solely these Terms, the AO and any
Booking Confirmation. In the event of any inconsistency, the Booking
Confirmation shall prevail. The Contract constitutes the entire
agreement in relation to its subject matter; any terms or provisions
contained in any documentation provided by the Purchaser are
expressly rejected. No Contract or commitment shall exist until the
Company has processed payment and received clear funds in full.

“Company” means ModusLink B.V, located at Wapenrustlaan 11-31,
Apeldoorn, Netherlands;

1.3 Variations of the Contract shall be effective only if agreed inwriting and will then prevail over these Terms.

“Contract” means the agreement between the Purchaser and theCompany for the supply of the Services which shall consist of the
documents referred to in clause 1.2 below;

1.4 Any Contract provision invalid or unenforceable for any purpose
shall be severed for that purpose but otherwise remain valid andenforceable and shall not affect the validity of the remainder of theContract.

“Delegate(s)” means the person(s) attending the Training (thePurchaser and the Delegate may be the same person);“liability in relation to” means liabilities, losses, damages, costs(including without limitation legal costs on a full indemnity basis andvalue added tax and other applicable taxation), expenses, actions,claims, proceedings and demands whatsoever arising directly or
indirectly out of or in connection with;“Order” means an order placed by the Purchaser on the Company for
Services via the Website;“Price” means subject to these Terms, the price for the Services as
displayed on the Website and confirmed in an applicable AO andBooking Confirmation;“Product” means the software and/or hardware products (which havepreviously been designed, written, manufactured and/or supplied by theService Provider) with respect to which the Purchaser has purchased
Support;“Purchaser” means the legal or natural person who purchases theServices from the Company as confirmed in an applicable AO andBooking Confirmation;“Service Provider” means either Oxford Instruments GmbH or Oxford
Instruments America, Inc., as the case may be in accordance withclause 2, or their Affiliates;“Services” means the Training and/or Support to be provided by theService Provider in accordance with an Order and Booking
Confirmation;“Support” means the provision of technical support provided by the

1.5 A payment shall be deemed made when credited to the payee's
bank account and is cleared funds.
1.6 English is the authentic text of the Contract and all notices orother communications under or relating to it shall be in writing in
English. Any translation will be for guidance only.
1.7 By agreeing to these Terms, the Purchaser represents andwarrants that the Purchaser is the age of majority or older andhas the legal right to use the payment means selected.
Verification of the information provided by the Purchaser may berequired prior to the acceptance of an Order or completion of any
purchase.
1.8 The Purchaser should print a copy of these Terms for futurereference.
2. SELLING ENTITY
2.1 The Company is the merchant and seller of record of the Services
sold on the Website. If the Services are to be provided to a Purchaser
located outside of the Americas, the Services are sold by theCompany and shall be provided by Oxford Instruments GmbH or its
Affiliate. If the Services are to be provided to a Purchaser located in
the Americas, the Services are sold by the Company and shall be
provided by Oxford Instruments America, Inc. or its Affiliate. The
Contract is between the Company and the Purchaser and thePurchaser shall be invoiced by the Company.
3. SPECIFICATION AND VARIATION
3.1 Any description on the Website and any documentation issued
July 2020

by the Company and/ or Service Provider relating to the Services areissued and published for the sole purpose of giving the Purchaser an
overview of the Services and do not form part of the Contract.
3.2 The display of the Services on the Website is not an offer and may
be withdrawn or modified at any time without notice by the Company.
The Company and/ or the Service Provider shall not be liable to thePurchaser for any modification, suspension or discontinuance of such
Services.

Orders if the Services ordered are displayed at the incorrect price,
whether or not the AO and/or Booking Confirmation has been issued.
The Company shall reimburse the Purchaser any sums paid by the
Purchaser for such Services subject to a cancellation.
5. PRICES AND PAYMENT
5.1 Subject to any obvious error, the description of the Services andthe corresponding Price will be as stated and quoted on the Website at
the date the Order is placed.

4. ORDER PLACEMENT AND CANCELLATION
4.1 The Purchaser acknowledges that when an Order is placed via
the Website the Purchaser is making a request for the performanceof such Services by the Service Provider. Receipt of an AO is notconfirmation that such request has been accepted by the Service
Provider. The Service Provider shall confirm if it is able to supply theServices by issuing a Booking Confirmation. If the Service Provider isunable to supply the Services for any reason, the Company or theService Provider shall inform the Purchaser via the Booking
Confirmation and the Company shall refund any sums paid by the
Purchaser for those Services, as soon as possible. Any associatedcosts and expenses including without limitation for travel and/or
accommodation for the Delegate’s attendance at any Training shallbe payable by the Purchaser and such bookings are made entirely at
the Purchaser’s risk. The Company and/or the Service Provider shallnot be liable for any such costs and expenses incurred by the
Purchaser including without limitation in the event of cancellation of
the Services for any reason.

5.2 The Company reserves the right to increase the Price from thatadvertised on the Website at its discretion and for any reason prior tothe commencement of the Services. Where this affects the Pricepayable by the Purchaser and the Purchaser does not wish to proceedat the increased price a full refund will be provided by the Company.
5.3 The total Price displayed on the Website shall exclude value
added tax at the applicable rate. The Price shall exclude, and thePurchaser shall be responsible for the payment of, value added tax
and any other applicable taxes and duties, travel, accommodationand other related costs and expenses, unless explicitly stated.
5.4 Payment for the Services must be made by credit or debit card, orbank transfer. The Price and any other applicable charges shall be paid,
and the Purchaser’s debit card will be charged, when the Order isplaced by the Purchaser via the Website. The Purchaser shall receive
an electronic invoice within seven (7) days following payment.

4.2 It is the responsibility of the Purchaser to ensure that theDelegate(s) meet any prerequisites of the Services (such requirements
may be made known to the Purchaser and/or Delegates on the Website
or in the Booking Confirmation).

5.5 Payment shall be made in the applicable currency based on thelocation selected by the Purchaser. The Company and/ or Service
Provider shall not be liable for, nor bear the cost of, any banking
transaction charges or surcharges for any cross-border transactions
made by the Purchaser.

4.3 The Purchaser may cancel an Order by notifying the Service
Provider in writing as soon as is reasonably practicable. If thePurchaser and/ or Delegate(s) fail to attend the Services on the date
and time and at the venue set out in the Booking Confirmation without
giving prior written notice to the Service Provider, the Purchaser shallbe deemed to have cancelled the Order. In the event of cancellation by
the Purchaser, the Purchaser may be liable to pay a cancellation fee.
Such fees shall be applied at the time the cancellation is received andpaid to the Service Provider.

5.6 The Purchaser agrees to provide current, complete and accurate
purchase and account information for all purchases made via theWebsite. The Purchaser agrees to promptly update account and otherinformation, including without limitation e-mail address and credit ordebit card numbers and expiration dates, so that the Company cancomplete the Purchaser’s transactions and contact the Purchaser as
needed. Neither the Company nor Service Provider shall have any
liability for any losses incurred by the Purchaser which arise from thePurchaser’s failure to comply with the requirements of this clause 5.6

4.4 If the Purchaser and/or Delegate need to reschedule the date of
and/or amend the name(s) of the Delegate(s) scheduled to attend theServices as set out on the Booking Confirmation, it shall make a request
in writing to the Service Provider no less than fourteen (14) days prior
the booked date. The Service Provider is not obliged to accept such
request, but if the Service Provider agrees in writing to an amended
booked date and/or Delegate(s), charges may apply. Such charges
shall be applied at the time the re-schedule is agreed and paid to theService Provider.

6. PROVISION OF SERVICES

4.5 The Company and/or Service Provider reserve the right to cancel
or modify the date, time and/or venue for the Services. In thesecircumstances the Company and/or Service Provider will endeavor toprovide notice of such cancellation or change to the Purchaser. The
Company and/or the Service Provider reserve the right to refuse toprovide the Training to any Delegate who does not meet any
prerequisites of the Services pursuant to clause 4.2. Where theCompany and/or the Service Provider cancels the Services in full, or
the Delegate(s) are unable to attend the Services on the modified dateand/ or time or at the modified venue the Company and/or Service
Provider’s liability shall be limited to a refund of any sums paid to theCompany by the Purchaser for the Services.
4.6 The Company and/or Service Provider may cancel or reject any

6.1 For Support, the following shall be confirmed by the Service
Provider in the Booking Confirmation:
6.1.1
the duration of Support;
6.1.2
the time and date Support will be provided;
6.1.3
the nature of the Support to be provided;

6.2 For Training, the following shall be confirmed by the Service
Provider in the Booking Confirmation:
6.1.4
the date, time and venue of the Training (where
Training is to be provided physically); and6.1.5
the date, time and access details of the Training(where Training is to be provided virtually).
6.3 Unless otherwise indicated on any applicable
Confirmation, all Services shall be provided in English.

Booking

6.4 The Company warrants that the Services shall be performed withreasonable skill and diligence.
6.5 The Company shall procure that the Service Provider shall provide
such personnel to conduct the Services as the Service Provider, in its
July 2020

sole discretion, deems fit and the Service Provider shall be entitled at
any time to substitute such employees with any other person who, in
the Service Provider’s sole discretion, is deemed suitably qualified toprovide the Services.
6.6 Where Training is purchased, the Purchaser shall provide to theService Provider the name, e-mail address and telephone number ofthe Delegate(s) who are to attend the Training and shall confirm that
the Service Provider is to contact the Delegate(s) directly.
6.7 Where Support is purchased, the Purchaser shall provide to theService Provider in writing and within fourteen (14) days before thecommencement date of the Support as specified in the relevant
Booking Confirmation all relevant data requested by the Service
Provider in relation to such Support. Where such information is notprovided to the Service Provider in accordance with this clause theCompany or Service Provider reserves the right to cancel the Support
in full and shall incur no liability for such cancellation.
6.8 The Purchaser shall take all precautions to protect its data and shallensure that a regular back-up arrangement is implemented before,
during and after the provision of the Support. Neither the Company or
Service Provider shall have any liability to the Purchaser for any loss or
corruption of data before, during, or after the provision of Support.
7. EXCLUSION AND LIMITATION OF LIABILITY
7.1 The Purchaser acknowledges that the Company and/or Service
Provider’s obligations and liabilities in respect of the Services are
exhaustively defined in these Terms and that such express obligations
are in lieu of and to the exclusion of any other warranty, condition, term,
undertaking or representation of any kind, express or implied, statutory
or otherwise, relating to the Services.
7.2 The Company and/or Service Provider shall not be liable for any
loss which represents, or which is loss of profit, revenue, benefit,
anticipated savings or goodwill, loss of use of any asset, loss of data,business interruption, management costs or third-party liability,
consequential or indirect loss.
7.3 The aggregate liability of the Company and/or Service Provider(whether in contract, tort, breach of statutory duty or otherwise) for all
breaches under or non-performance of its obligations or contemplatedby any Contract shall not exceed a sum equal to one and a half times
the amount paid for any Services the subject of such Contract, savethat this sub-clause shall not limit or exclude any liability of theCompany which cannot be effectively excluded in law.
7.4 The Purchaser shall not rely upon any representation concerning
the Services unless made by the Company or the Service Provider inwriting save that nothing in the Contract or these Terms shall exclude
liability for fraudulent misrepresentation.
7.5 Any liability of the Company and/or Service Provider under any
warranty, indemnity or other obligation stated or confirmed in the AO
and Booking Confirmation is subject to all exclusions and limitations inthese Terms.
8. REGULATORY COMPLIANCE AND LICENCES
8.1 The Services will comply with mandatory regulations applicable tothe non-consumer sale of the Services at the date the Services areprovided to the Purchaser but no other warranty or undertaking as toregulatory compliance in any applicable jurisdiction is given or to be
implied unless specifically given in any AO and/or Booking
Confirmation. The Purchaser shall comply with applicable laws relating
to the Services, their use and disposal.
8.2 The Purchaser shall obtain in good time any applicable licences,permits and approvals relating to and/or required for the Services andwill indemnify the Company and/or Service Provider against all liability
in relation to the Services provided without them. The performance of
any of the Company and/ or Service Provider’s obligations in theContract are subject to obtaining any applicable licences, consents,
permits or approvals and the Company and/or Service Provider shallnot be liable if it or the Purchaser is unable to obtain these or they aredelayed, revoked, cancelled, withheld, suspended or withdrawn for any
reason.
8.3 The Purchaser acknowledges that the provision of Services may
be contingent upon the export controls of applicable jurisdictions. In
the event that the requisite governmental authorizations cannot be
obtained, or they are delayed, revoked or cancelled for whateverreason, the Company and/ or Service Provider shall not be liable to
the Purchaser for any loss or damage or other financial penalty of any
kind.
8.4 The Purchaser represents that it is not a Restricted Party, whichshall be deemed to include any person or entity: (1) located in or anational of Cuba, Iran, Libya, North Korea, Sudan, Syria, or any othercountries that may, from time to time, become subject to U.S. export
controls for anti-terrorism reasons or with which U.S. persons are
generally prohibited from engaging in financial transactions; (2) on the
U.S. Department of Commerce Denied Person’s Entity List or
Unverified List; U.S. Department of the Treasury list of Specially
Designated Nationals and Blocked Persons; or U.S. Department ofState List of Debarred Parties; (3) engaged in activities involving
nuclear materials or weapons, missile or rocket technologies, or
proliferation of chemical or biological weapons; or (4) affiliated with or apart of any non-U.S. military organization.
8.5 The Company reserves the right, but is not obligated, to limit the salesof the Services to any person, geographic region or jurisdiction. The
Company may exercise this right on a case-by-case basis. The Company
reserves the right to refuse any Order placed by the Purchaser. The
Company may, in its sole discretion, limit or cancel quantities purchased
per Purchaser or per Order. These restrictions may include Orders placedby or under the same Purchaser account, the same credit card, and/orOrders that use the same billing address. In the event that the Company
makes a change to or cancels an Order, the Company may attempt to
notify the Purchaser by contacting the e-mail and/or billing address/
phone number provided at the time the Order was made. The Company
reserves the right to limit or prohibit Orders that, in its sole discretion,
appear to be placed by dealers, resellers or distributors.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All inventions, designs, copyrights and processes and all and anyother intellectual/ industrial property rights whether or not registered orregisterable and all goodwill associated thereto relevant to the Services
and all specifications, designs, programs or other material issued by oron behalf of the Company or the Service Provider shall, as between the
Company and the Purchaser and the Service Provider and the Purchaser,
remain the absolute property of the Company or the Service Provider, as
applicable. The Purchaser shall not acquire any right or interest in thesame except, if the AO so requires, the Company and/or Service Provider
shall grant or procure the grant of a licence to use relevant software with
the Products to or at the direction of the Purchaser.
10. FORCE MAJEURE
10.1 Neither the Company nor the Service Provider shall be liable forany failure to perform their respective obligations hereunder by reasonof any cause whatsoever beyond their reasonable control (including,
without limitation, the following force majeure events: acts of God;
earthquake, natural disaster, explosion, typhoon, flood, fire; war,invasion, hostilities, terrorist threats or attacks, civil commotion, unrestor riots; sanctions, embargoes or blockades; national or regional
emergencies; any labour or trade disputes, stoppages, slowdowns or
July 2020

strikes; pandemic, epidemic or quarantine; delay or failure to obtain, orwithdrawal, cancellation or revocation of any required consent, permit
or license; shortage of power or transportation facilities; supply chain
disruptions; government order or law; or any other events beyond thecontrol of the Company or Service Provider). In the event that theCompany’s or the Service Provider’s failure or delay remains uncured
for a period of one hundred and fifty (150) consecutive days following
written notice given by the Company or Service Provider, theCompany’s and the Service Provider’s liability shall be limited torefunding the Purchaser a sum equal to the price paid by the Purchaser
for any Services which the Company and/or the Service Provider isunable to provide.
11. GENERAL
11.1 No indulgence, forbearance, partial exercise of any right or remedy
or previous waiver shall prejudice any rights or remedies. Remedies
shall be cumulative, and no choice of remedy shall preclude any otherremedy.
11.2 The Purchaser shall not assign, mortgage, charge, sub-let orotherwise dispose of the Contract or any rights thereunder in whole orin part.

located outside of the Americas shall be governed and construed inaccordance with English law and the Purchaser irrevocably submits tothe exclusive jurisdiction of the Courts of England. All Contracts forServices sold by the Company to Purchasers located in the Americas
shall be governed and construed in accordance with the internal lawsof the State of Massachusetts without giving effect to any choice orconflict of law provision or rule (whether the State of Massachusetts or
any other jurisdiction) and the Purchaser irrevocably submits to the
exclusive jurisdiction of the courts of the State of Massachusetts.
11.6 Notwithstanding the provisions of clause 11.5 above, theCompany may apply for any provisional or conservatory measure orinterim relief in any court having jurisdiction in the Purchaser’s country
or the country where the Services are to be provided.
11.7 Save for the rights of the Service Provider expressly provided inthis Contract, this Contract does not give rise to any rights to any third
party to enforce any term of this Contract. For the avoidance of doubt,
in the event that the Purchaser has any claim against the Service
Provider, the Purchaser hereby acknowledges and agrees that theService Provider shall be entitled to rely on all the limitations andexclusions set out in the Contract mutatis mutandis including, but notlimited to, those set out at clause 7 of these Terms.

11.3 Any provision of the contract that expressly or by implication isintended to come into or continue in force on or after termination shallremain in full force and effect.
11.4 Subject to any rights of the Service Provider expressly provided
hereunder, a person who is not a party to the Contract shall have norights under or in connection with it.
11.5 All Contracts for Services sold by the Company to Purchasers

July 2020