Terms and Conditions

LAST UPDATED: 3 November 2025

These Terms and Conditions (“Terms”) are between Workwize B.V. (“Workwize”) and your organization (“Customer”) as of the Effective Date defined in the applicable Order Form. Workwize and the Customer are each referred to as a “Party” and together as the “Parties.”

These Terms, together with all Schedules, Annexes, Order Forms, the Data Processing Agreement (if applicable), and any other documents expressly incorporated by reference, govern all purchases, leases, rentals, and service transactions conducted by the Customer via the Workwize Platform or through any other agreed channel and collectively constitute the entire agreement between the Parties (the “Agreement”). The individual accepting this Agreement on behalf of the Customer represents and warrants that they are duly authorized to bind the Customer to the terms of this Agreement. If the individual does not have such authority or does not agree to the terms and conditions of this Agreement, they must not accept the Agreement and are not permitted to use the Service.

In the event of any conflict or inconsistency between the provisions of the Agreement documents, the following order of precedence shall apply: (i) the applicable Order Form(s); (ii) the Data Processing Agreement (if applicable); (iii) the Schedules; (iv) these Terms; and (v) the Annexes.

DEFINITIONS

The capitalized terms used in this Agreement shall have the meanings set forth below. Additional terms may be defined elsewhere in this Agreement, including within specific clauses, or the documents this Agreement refers to and shall have the meaning assigned to them at the point of definition.
1. “Additional Services” means optional services beyond the standard ordering and logistics support offered through the Platform. These services are subject to separate fees, may be communicated by Workwize from time to time via Platform, Order Form, or other written notice, and may require additional Customer approval.
2. “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the direct or indirect ownership of more than 50% of the voting interests of such entity or the power to direct the management and policies of that entity.
3. “End User” means any individual authorized by the Customer to access and use the Workwize platform and Services. Access may require the activation of a user account, as determined by Workwize.
4. “Order Form” means a document, whether physical or electronic, executed by the Parties, which references this Agreement and sets out the specific details of the Services, pricing, usage limits, subscription terms, and other applicable commercial or operational terms agreed between the Parties.
5. “Partners” means third-party suppliers, manufacturers, logistics providers, subcontractors, or other service providers engaged by Workwize in connection with the procurement, delivery, or performance of the Products or Services.
6. “Platform” means the proprietary online platform operated by Workwize as a digital catalogue, including any associated interfaces, dashboards, tools, features, and functionality made available to the Customer by Workwize for the purpose of managing procurement, deployment, lease or rental, and return of equipment, and other related services, as may be further described in the applicable Schedule, Annex or Order Form.
7. “Products” means all physical goods listed on the Workwize catalogue accessible via the Platform, including but not limited to IT equipment, office furniture, and any other categories of goods as may be introduced from time to time.
8. “Order Confirmation” means a written order issued by Workwize confirming the procurement of specific Products or Services requested by the Customer, whether issued via the Platform, email, or other approved channels. Each Order Confirmation shall be binding upon issuance and shall form part of the Agreement.
9. “Seat” means a license unit entitling one End User to access and use the Platform.
10. “Services” means all services made available to the Customer specified under this Agreement, its Schedules, Annexes and Order Form, including but not limited to access to Platform, lease, rent or purchase of Products and Additional Services.
SCOPE OF SERVICE
1. General Scope. Workwize shall provide the Services, ordered by the Customer, in accordance with this Agreement. The specific Services, deliverables, timelines, and applicable fees will be described in individual Order Forms issued under this Agreement. Within the scope of this Agreement, Workwize will enable use of Services for Customer and its End Users. Orders placed under this Agreement shall be binding upon submission and, where applicable, confirmation by Workwize.
2. Use of Partners. Customer acknowledges and agrees that Workwize may use Partners in delivering the Products and Services. Unless explicitly stated otherwise in this Agreement, Workwize will remain responsible for the overall coordination and delivery of the Services.
3. Service Modifications. Workwize may modify the scope or method of delivery of the Services at its discretion, provided such changes do not materially diminish the overall service level or value to the Customer. Any material changes will be communicated in advance.
CUSTOMER OBLIGATIONS
1. Use by End Users. The Customer shall be fully responsible and liable for all acts, omissions, and breaches of this Agreement by any End User, as if such acts or omissions were committed by the Customer itself. Any access to or use of the Platform, Products, or Services by an End User shall be deemed access or use by the Customer for all purposes under this Agreement. The Customer shall ensure that all End Users comply with the terms of this Agreement, including the Schedules or any other documentation or instructions provided by Workwize.
2. End User Cooperation. Customer is obliged to ensure that its End Users will cooperate with Workwize’s requests for relevant information (such as full name, address, email address) in order to perform the Services and comply with this Agreement.
TERM AND RENEWAL
1. This Agreement shall take effect on the date specified in the applicable Order Form (“Effective Date”) and shall continue for the period specified therein (“Term”). The provision of Services under any specific Order Form shall commence on the start date set out therein.
2. Renewal Term. This Agreement shall automatically renew for successive periods equal to the Term upon its expiration (“Renewal Term”), unless either Party provides written notice of non-renewal at least four (4) months prior to the end of the then-current term.
PAYMENT TERMS
1. Fees. The Customer shall pay Workwize a recurring Platform fee as specified in the applicable Order Form, in consideration for the access to and use of the Platform, including related functionalities and services (“Remuneration 1”) and the fees associated with the procurement of Products, Additional Services and any related services performed by Workwize, including but not limited to order handling, shipment coordination, offboarding, or other ancillary services, as specified in the applicable Order Form (“Remuneration 2”).
2. Seats. The Customer shall be invoiced based on the highest number of Seats activated at any point during the Term. This number will establish the minimum Seat commitment for the remainder of the Term. Seats that become available through deactivation or offboarding may be reassigned to new users at no additional cost.
3. Payment Term. All amounts due shall be paid by the Customer into the bank account designated by Workwize within fifteen (15) calendar days from the invoice date (“Payment Term”), without any right to apply discounts, withhold payment, or set off any (alleged) counterclaims. The applicable currency is specified by Workwize. If the Customer requests invoicing in a different currency than the standard invoicing currency of Workwize, Workwize may apply a surcharge to cover administrative costs and foreign exchange risks. If the Customer makes payment in a different currency without such agreement any resulting currency conversion costs, banking charges, or exchange rate losses shall be borne solely by the Customer. Unless otherwise agreed in writing, all fees are due as specified at the time of the transaction and are non-refundable, except as required by law.
4. Invoicing. Unless otherwise agreed in writing, invoicing shall occur monthly. Invoices will be issued in the first week of each calendar month for all Services provided during the preceding month. Workwize reserves the right to issue a full invoice for any order where the Customer fails to accept delivery or otherwise causes a delay in fulfillment.
5. Pricing Adjustment.
  1. Indexation. Workwize may increase any fees payable under this Agreement on an annual basis by applying the most recent twelve-month average of the official consumer price index (or equivalent) applicable to the Customer’s invoicing currency or jurisdiction. Such adjustments shall take effect automatically.
  2. Standard Pricing Updates. Workwize may update its standard pricing from time to time, including in connection with any Renewal Term. Revised pricing shall not affect previously confirmed orders or billing periods and shall apply only prospectively. For any Renewal Term, Workwize may propose revised pricing or commercial terms by providing written notice at least sixty (60) days prior to the start of such Renewal Term. These changes shall apply only if accepted in writing by the Customer. If the Parties do not reach consensus on the revised terms before the Renewal Term begins, either Party may terminate the Agreement by providing written notice no later than thirty (30) days before the Renewal Term commences.
  3. Promotional Pricing. If any Services are provided at discounted or promotional rates, such pricing shall apply only for the period expressly agreed in the applicable Order Form. Upon expiry of such period, Workwize may apply its then-current standard pricing for the relevant Services without requiring Customer’s approval.
6. Deposit. The Customer shall pay a one-off security deposit (the “Deposit”) as specified in the applicable Order Form. The Deposit is not a Workwize fee and serves solely as financial security for the Customer’s payment obligations under this Agreement. The Deposit shall not be applied or offset against any invoices during the term. Upon termination or expiry of the business relationship, the Deposit will be offset against any final receivables due to Workwize, and any remaining balance shall be refunded to the Customer. The Deposit shall not accrue interest.
7. Advance Payments. Workwize may, at its sole discretion, require advance payment, a refundable deposit or adequate security for any order, including but not limited to high-value, custom, or non-standard arrangements. Any requirement shall be communicated to the Customer prior to Workwize accepting the order. All costs related to providing such security shall be borne by the Customer. For all orders exceeding EUR or USD 30,000, full prepayment shall be required prior to acceptance of the order. Workwize shall not be obligated to perform or deliver any part of the relevant Services until the requested payment or deposit has been received in full.
8. Taxes. All amounts payable under this Agreement are exclusive of any value-added tax (VAT), goods and services tax (GST), customs duties, or other similar taxes or governmental charges (“Taxes”), unless expressly stated otherwise. The Customer acknowledges and agrees that it shall be solely responsible for the payment of all such Taxes arising in connection with the Services, or other deliverables provided by Workwize. In the event that it is subsequently determined that any Taxes should have been charged by Workwize in relation to any transaction under this Agreement but was not, the Customer hereby agrees to remit such Taxes to Workwize upon receipt of a corresponding invoice. This includes any retroactive application of Taxes that may arise due to incorrect or incomplete information provided by the Customer or changes in applicable tax treatment. The Customer further acknowledges that its obligation to pay such Taxes shall survive the expiration or termination of this Agreement and shall remain enforceable until fully discharged.
9. Late Payments. If the Customer fails to pay any undisputed amounts by the Payment Term, and, after written notice, the Customer fails to cure the non-payment within fifteen (15) days, Workwize may: (i) require the Customer to provide adequate security to ensure the full performance of its payment obligations under this Agreement, at the Customer’s expense; (ii) charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower), accruing daily until paid in full; (iii) suspend access to the Services and/or Platform; (iv) decline to accept or fulfill new orders until all overdue amounts are paid in full. The Customer shall reimburse Workwize for any reasonable costs (including legal fees) incurred in recovering overdue payments. Suspension may take effect without prior notice and shall not relieve the Customer of its payment obligations.
10. Disputed Amounts. If the Customer reasonably and in good faith disputes any portion of an invoice, it shall notify Workwize in writing within ten (10) calendar days of the invoice date, specifying the nature of the dispute in detail. The Parties shall use commercially reasonable efforts to resolve the dispute promptly and in good faith. Any undisputed amounts shall remain payable in accordance with the agreed payment terms. Failure to notify Workwize within this period shall constitute acceptance of the invoice in full. If a correction is agreed, Workwize shall either issue a revised invoice or apply a credit to a future invoice, as mutually agreed. Credits shall not be applied retroactively to previously settled invoices.
RETENTION OF TITLE
1. Ownership of Products. Title to any Products delivered under this Agreement shall remain with Workwize until Workwize has received full and final payment of all amounts due for such Products, including taxes, shipping charges, and any other applicable fees. Until title passes to the Customer, all Products shall be held in trust for Workwize, kept clearly identifiable, unencumbered, and separate from other goods. The Customer shall not sell, pledge, lease, or otherwise dispose of any Product subject to Workwize’s title without prior written consent.
2. Remedies. In the event of non-payment and title to Products belongs to Workwize, Workwize reserves the right to: (i) reclaim the Products or deactivate related functionality (including remote deactivation or unenrollment from any device management system), without liability for resulting data loss, business interruption, or other operational impacts; (ii) suspend access to related Services until all overdue amounts are settled; and (iii) enter any premises where the Products are located (during reasonable hours and in accordance with applicable law) to inspect and/or repossess the Products. The Customer irrevocably consents to such access and shall not hinder or delay Workwize’s efforts to retrieve its property. Partial payment shall not entitle the Customer to any share of ownership.
TERMINATION
1. Termination by Workwize. This Agreement may be terminated, or the provision of Services suspended, by Workwize with immediate effect upon written notice to the Customer, if: (i) the Customer fails to pay any undisputed amount due under this Agreement within fifteen (15) calendar days following a written reminder; (ii) Workwize determines that the Customer or its End Users are misusing the Services, violating applicable law, or compromising the security or operation of the Platform; (iii) Workwize reasonably believes that further performance under this Agreement may cause it to breach applicable sanctions, export control, or compliance obligations; or (iv) the Customer engages in any activity that, in Workwize’s reasonable judgment, materially impairs Workwize’s reputation, business operations, or third party relationships. Workwize shall under no circumstances be obliged to pay any termination fees, compensation, or damages in connection with the exercise of its termination rights under this Agreement.
2. Termination by Either Party. Either Party may terminate this Agreement with immediate effect upon written notice if (i) the other Party is in material breach of any of its obligations under this Agreement and fails to cure such breach within reasonable period of minimum thirty (30) calendar days after receiving written notice specifying the nature of the breach; (ii) the other Party becomes insolvent, files for bankruptcy, is placed under administration or liquidation, ceases to carry on business, or becomes the subject of any similar proceeding under applicable law. In such cases, all amounts owed to the non-defaulting Party for Services already performed or Products already delivered shall become immediately due and payable, without prejudice to any other rights. Each Party shall promptly notify the other in writing upon becoming aware of any such circumstances.
3. Effect of Termination. Upon termination or expiration of this Agreement: (i) all licenses and access rights granted to the Customer shall immediately terminate; (ii) all fees, charges, and amounts due for Products ordered or Services performed prior to the effective date of termination shall become immediately payable, regardless of delivery status; (iii) any leased, rented, or otherwise non-owned Products shall be returned by the Customer within fifteen (15) calendar days in good condition, normal wear and tear excepted, failing which Workwize may invoice the applicable residual or replacement value. Any portion of the Agreement that has already been performed by Workwize, and for which corresponding fees have been invoiced or are payable, shall remain unaffected and shall not be reversed or refunded.
CONFIDENTIALITY
1. Confidential Information. In the course of performing this Agreement, a Party may receive or gain access to non-public, proprietary, or sensitive information relating to the business, affairs, customers, products, developments, know-how, trade secrets, audit materials, or personnel of the other Party, whether disclosed orally, in writing, electronically, or otherwise (“Confidential Information”), that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”). The Customer acknowledges that any non-public information received in connection with the manufacturing, configuration, assembly, logistics, or delivery processes employed by Workwize in providing the Products or Services shall be considered Confidential Information and/or Workwize IP, as applicable. The Customer shall not disclose, reproduce, reverse-engineer, or make such information available to any third party, nor shall it use such information for any purpose other than as necessary to receive the Services in accordance with this Agreement.
2. Exclusions. Confidential Information does not include information that (a) is or becomes publicly available other than as a result of a breach of this Agreement by the Receiving Party; (b) is already in the Receiving Party’s lawful possession prior to disclosure by the Disclosing Party, or is independently developed by the Receiving Party without the aid, use, or reference to the Confidential Information and not in breach of these confidentiality obligations; (c) is lawfully disclosed to the Receiving Party by a third party on a non-confidential basis; or (d) is required to be disclosed in order to comply with applicable law, a binding order of a court, or a request from a governmental authority or third party that the Receiving Party reasonably determines to be legally binding, provided that the Receiving Party gives prior prompt written notice to the Disclosing Party (to the extent permitted by law) and cooperates with any reasonable efforts to seek confidential treatment or limit the scope of disclosure.
3. Obligations. The Receiving Party shall (i) keep all Confidential Information strictly confidential, using at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care); (ii) not disclose Confidential Information to any third party except to its affiliates, employees, or professional advisors with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (iii) use the Confidential Information solely for the purposes of fulfilling its obligations under this Agreement. The obligations in this Clause shall survive for a period of three (3) years following the termination or expiration of this Agreement, unless a longer period is required by applicable law.
4. Return or Deletion. Upon termination or expiration of this Agreement, or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, except to the extent it is required to retain a copy for legal or compliance purposes.
DATA PROTECTION
1. Customer Data. The Customer retains all rights in and to all data uploaded to, stored on, or transmitted through the Platform, including all content and materials supplied by the Customer to Workwize for processing or display (“Customer Data”), excluding data derived by Workwize from platform analytics, diagnostics, or server logs. The Customer grants Workwize a non-exclusive, royalty-free license to access, reproduce, transmit, adapt, and otherwise process the Customer Data solely to the extent necessary to provide the Services, to perform obligations under the Agreement, and to exercise rights granted therein. Workwize may sublicense these rights to its infrastructure and service providers, subject to appropriate confidentiality and security obligations.
2. Compliance with Data Protection Laws. Each Party shall comply with its respective obligations under applicable data protection laws, including the EU General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK GDPR, and other relevant privacy legislation. The Customer is responsible for ensuring that any necessary consents from, or notices to, its End Users are properly obtained or provided in relation to the processing of their personal data.
3. DPA and Privacy Policy. Where required by law or as applicable to the Services provided, the Parties agree that the Workwize Data Processing Agreement (“DPA”), as referenced in or incorporated into the applicable Order Form or available upon request, shall govern the processing of personal data on behalf of the Customer. The Customer acknowledges and agrees to Workwize’s Privacy Policy, which is published on its website and may be updated from time to time.
INTELLECTUAL PROPERTY RIGHTS
1. Ownership. All rights, title, and interest in and to the Platform, Services, software, documentation, tools, data models, designs, content, and any other materials developed, provided, or made available by Workwize (the “Workwize IP”) are and shall remain exclusively vested in Workwize or its licensors. No ownership rights are transferred to the Customer under this Agreement. Each Party acknowledges that any and all intellectual property rights (whether registered or not) of the other Party remain the sole and exclusive property of that Party or its Affiliates. Neither Party shall challenge or assist others in challenging the validity or ownership of such rights.
2. License to Use. Subject to timely payment of applicable fees, Workwize grants the Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for the Customer’s internal business purposes during the term of this Agreement. The Customer shall not use Workwize IP after expiration or termination of this Agreement except as permitted in writing.
3. Restrictions. The Customer shall not (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software made available by Workwize; (ii) remove or alter any proprietary notices; (iii) use the Platform or Services in a manner that infringes any third-party rights or violates applicable law; or (iv) use any Workwize IP for purposes other than the receipt of Services under this Agreement.
4. Customer Materials and License. The Customer retains all rights, title, and interest in and to any data, content, or materials it provides to Workwize in connection with the Services (“Customer Materials”). The Customer grants Workwize a non-exclusive, royalty-free, worldwide license to use, reproduce, and process such Customer Materials solely as necessary to provide the Services and perform its obligations under this Agreement. Workwize shall not use the Customer’s intellectual property after the expiration or termination of this Agreement, except as required for compliance or archiving under applicable law. The Customer represents and warrants that, to the best of its knowledge, its use of Customer Materials and intellectual property in connection with this Agreement does not infringe the rights of any third-party.
5. Feedback. To the extent the Customer or its End Users provide Workwize with any suggestions, comments, recommendations, improvements, or other feedback arising out or in connection with the performance of this Agreement (“Feedback”). Customer hereby grants Workwize a perpetual, irrevocable, worldwide license to use any Feedback communicated to Workwize, without compensation, any obligation to report on such use, or any other restriction, including without limitation all intellectual property rights in any such suggestion, comment, recommendation, or idea.
6. Name and Trademarks. Customer grants Workwize a non-exclusive, worldwide, royalty-free license to use Customer’s name and logo to identify Customer as a client in marketing materials, websites, and customer lists. Any additional publicity (including case studies or testimonials) requires Customer’s prior written consent.
WARRANTIES
1. Mutual Warranties. Each Party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement, and that the execution and performance of this Agreement will not violate any agreement to which it is bound.
2. Disclaimer. Except as expressly provided in this Agreement, all warranties, representations, conditions, and other terms implied by statute, common law, or otherwise are excluded to the fullest extent permitted by law.
LIMITATION OF LIABILITY
1. Limitation of Liability. The total aggregate liability of Workwize arising out of or in connection with this Agreement shall be limited to the total amount of Remuneration 1 paid by the Customer to Workwize in the twelve (12) months preceding the event giving rise to the claim. This limitation applies to all claims, damages, and liabilities, regardless of the form in which they are brought.
2. Conditions for Liability. Liability shall only arise if the claiming party has provided written notice of default to the other party within five (5) days of becoming aware of the relevant breach, allowing a reasonable period for the defaulting party to remedy the breach, and the breach remains uncured after such period. In addition, a condition for compensation is that the Customer reports any damage to Workwize in writing within five (5) days after the damage arises. The Customer is also obliged to take commercially reasonable steps to minimize any damage or loss. Liability for Product-related claims shall only arise if the Customer submits the original invoice for the affected Product.
3. Exclusions from Limitation of Liability. To the maximum extent permitted by law, neither Party shall be liable for any indirect, incidental, consequential, exemplary, punitive, or special damages, including but not limited to loss of profits, business interruption, loss of data, loss of business, production, operation time, or reputational harm, whether arising in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages. The limitations set forth in this Section shall not apply to: (a) the Customer’s obligation to pay any undisputed fees; (b) either Party’s liability for gross negligence, willful misconduct or fraud; or (c) any liability which cannot be lawfully excluded or limited under applicable law. Workwize shall not be liable for delays, defects, or failures caused by suppliers, hardware, or software that the Customer required Workwize to procure or use. Damage arising from Customer’s own negligence, failure to maintain equipment, or failure to timely report a defect shall be excluded from Workwize’s liability. All limitations (including caps) and exclusions of liability set out in this Section shall apply equally to Workwize and to its Affiliates, subcontractors, and personnel.
INDEMNIFICATION
1. Customer Indemnity. The Customer shall indemnify, defend, and hold harmless Workwize, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, demands, actions, liabilities, damages, loss and expenses (including reasonable legal fees) arising out of or in connection with any third-party claim, judgment or proceeding against Workwize and its affiliates resulting from or related to (i) the use of the Services by the Customer or its End Users in violation of this Agreement, (ii) any act or omission by the Customer or its End Users, or (iii) unsafe conditions at the Customer’s premises or the home office of an End User.
2. Workwize Indemnity. Workwize shall indemnify, defend, and hold harmless the Customer from and against any third-party claims, actions, or proceedings alleging that the Platform, as provided by Workwize and used in accordance with this Agreement, infringe any copyright, trademark, or patent, or misappropriate a trade secret of such third-party. This obligation shall not apply to claims arising from (i) unauthorized or improper use of Services by the Customer or its End Users, (ii) any modifications made by the Customer, its End Users to Services, (iii) Services use in combination with products, services, or data not supplied or approved by Workwize, or (iv) the Customer’s or its End Users breach of this Agreement. This clause states Workwize’s sole liability and the Customer’s exclusive remedy for any such claims. Workwize’s liabilities, damages, and costs under this provision shall be subject to the same aggregate cap as set forth in the limitation of liability provisions of this Agreement.
3. Indemnification Procedure. The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnification is sought. Failure to provide such notice shall not relieve the indemnifying Party of its obligations under this Clause, except to the extent materially prejudiced by such failure. The indemnifying Party shall have sole control over the defense and settlement of the claim, provided that any settlement that imposes any obligation or admission of liability on the indemnified Party requires its prior written consent (not to be unreasonably withheld). The indemnified Party shall provide reasonable cooperation at the indemnifying Party’s expense and may participate in the defense with its own counsel at its own cost.
GENERAL PROVISIONS
1. Governing Law and Dispute Resolution. The Parties shall endeavor in good faith to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, or termination (each, a “Dispute”), through amicable negotiations. If the Dispute is not resolved within thirty (30) calendar days following written notice by one Party to the other of the existence of such Dispute, either Party may submit the matter to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands. The proceedings shall be conducted in the English language. This Agreement and any Dispute shall be governed by and construed in accordance with the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.
2. Class Action Waiver. To the extent permitted under applicable law, each Party agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. Neither Party shall bring a claim as a plaintiff or class member in any purported class or representative proceeding. Unless the Parties agree otherwise, no arbitrator or judge may consolidate more than one Party’s claims or otherwise preside over any form of a representative or class proceeding.
3. Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure results from events beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, labor strikes (other than those of the affected Party’s personnel), epidemics, pandemics, unexpected interruptions in supply chains or transportation services resulting from events beyond the affected Party’s control, failure or delay of third-parties engaged at the Customer’s explicit instruction, governmental measures, or widespread outages of public internet, telecommunications, or utility networks beyond the affected Party’s control (each a “Force Majeure Event”). The affected Party shall notify the other Party without unreasonable delay (and in any event within five (5) business days) and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event. Performance shall be suspended only for the duration of the Force Majeure Event and only to the extent impacted. If a Force Majeure Event continues for more than ninety (90) consecutive days and materially affects the performance of the Agreement, either Party may terminate the affected Service(s) upon written notice, without liability for such termination. In such case, the Parties shall settle all obligations proportionally based on the Services performed prior to termination, and neither Party shall have any further claims or liabilities towards the other arising from the termination.
4. Export and Sanctions Compliance. The Customer represents and warrants that neither it nor any of its beneficial owners, officers, directors, employees, agents, or end users are (i) designated on any sanctions lists administered or enforced by the European Union, the United States (including OFAC’s Specially Designated Nationals list), the United Kingdom, the United Nations, or any other relevant sanctions authority (“Sanctioned Party”), nor (ii) located or incorporated in, or otherwise ordinarily resident in, a country or territory that is subject to comprehensive embargoes or trade restrictions, including but not limited to Cuba, Iran, North Korea, Syria, Russia, Belarus, or the Crimea, Donetsk, or Luhansk regions of Ukraine. The Customer acknowledges that the Services, and any associated hardware, software, or technical data may be subject to export control and sanctions laws of the European Union, United States, and other applicable jurisdictions (“Export Laws”). The Customer agrees to comply with all applicable Export Laws, including restrictions on end-use, End Users, and destinations, and shall not, without prior government authorization, export, re-export, transfer, or make available the Services to any Sanctioned Party or otherwise in violation of any Export Laws. The Customer shall promptly notify Workwize in writing if it or any relevant party becomes a Sanctioned Party or is otherwise unable to comply with this clause. Workwize reserves the right to immediately suspend or terminate access to the Services and cancel any associated orders if it reasonably determines that continued performance would breach applicable sanctions or export controls. Any breach of this clause shall constitute a material breach of this Agreement.
5. Assignment. Neither Party may assign this Agreement or any of its rights or interests under it, nor delegate any of its obligations, without the prior written consent of the other Party. Notwithstanding the foregoing, Workwize may, without such consent, (i) assign or transfer its rights and obligations to an Affiliate, (ii) assign to a third-party in connection with a merger, acquisition, or sale of substantially all its assets, or (iii) engage subcontractors, service providers, or agents in the ordinary course of providing the Services, provided Workwize remains responsible for their performance.
6. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, courier, or by email, to the addresses set forth in the applicable Order Form or otherwise communicated in writing between the Parties. Notices shall be deemed delivered: (i) if delivered by hand, at the time and date of delivery; (ii) if sent by recorded delivery or registered (air) mail, forty-eight (48) hours from the time of posting (as evidenced by postal receipt or tracking); or (iii) if sent by email, at the time the email is delivered to the email address to which it was sent, provided that no bounce-back or failure notice is received. Notices to the Customer shall be sent to the contact details provided in the applicable Order Form or account registration. Each Party may update its contact details by written notice.
7. Entire Agreement. This Agreement, including all referenced schedules or annexes, Order Forms, and documents, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, or communications, whether oral or written, relating to the subject matter hereof. For the avoidance of doubt, Workwize does not offer consumer products or services, and no consumer protection laws shall apply to this Agreement or any order placed hereunder.
8. Changes. Workwize may unilaterally amend the Terms, including any Schedules or Annexes, from time to time, to the extent necessary to reflect legal or operational updates. The latest version of the Terms is always available on Workwize’s website, and it is the Customer’s responsibility to review such Terms regularly. In the event of material changes, Workwize will provide notice to the Customer. If the Customer does not agree to a material change, it must provide written notice of its objection within five (5) days of receiving the amendment notice. Upon receiving such objection, Workwize and the Customer shall engage in good faith discussions to seek a mutually agreeable solution. If the Parties do not reach agreement and the material change is implemented as originally planned, the Customer may terminate the Agreement by giving at least thirty (30) days’ prior written notice.
9. Complaints. The Customer and End Users acknowledge that any complaints related to the Services, shall be submitted through the designated support channels of Workwize. Complaints may be filed by the Customer and its End Users via (i) the in-platform chat function, (ii) email to support@goworkwize.com, or (iii) directly via their designated account manager or other communication channels previously provided by Workwize. Workwize shall make commercially reasonable efforts to respond to and resolve complaints in a timely and professional manner.
10. Amendments. Except as expressly provided in this Agreement, no amendment or modification of this Agreement shall be valid unless made in writing and signed by authorized representatives of both Parties.
11. Waiver. No waiver of any term or condition shall be deemed a continuing waiver or a waiver of any other provision or breach. Any waiver must be made expressly and in writing.
12. Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
13. No Third-Party Rights. Nothing in this Agreement shall confer any rights or remedies on any person or entity other than the Parties and their respective successors and permitted assigns.
14. Independent Contractors. The Parties are independent contractors, and nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between them.
15. Third-Party Integrations. The Services may incorporate or interoperate with certain third-party tools, software, or content that are not owned or controlled by Workwize (“Third-Party Services”). To the extent required, the Customer agrees to comply with the applicable terms of such Third-Party Services. Workwize makes no representations or warranties and shall have no liability with respect to the operation or performance of any Third-Party Services, unless expressly agreed otherwise in writing.
16. Survival. All provisions which by their nature, content, or context are intended to survive termination or expiration of this Agreement shall remain in effect. This includes, without limitation, provisions relating to confidentiality, data protection, intellectual property rights, indemnification, limitation of liability, payment obligations, governing law, dispute resolution, and all return and inspection obligations under the Schedules and Annexes.
17. Acknowledgement. Customer agrees that the exclusions and limitations specified in this Agreement apply even if the remedies are insufficient to cover all of Customer’s losses or damages or fail of their essential purpose and that without these limitations, the fees for the Services would be significantly higher. Except with respect to infringement or misappropriation by either party of any of the other party’s intellectual property rights, neither party may commence any action or proceeding under this Agreement more than two (2) years after the date on which the cause of action arose, unless a longer period is mandatorily required by applicable law.
18. No Professional Advice. Workwize does not provide professional advice, including legal, tax, or accounting advice. The Customer is responsible for determining that its use of the Services complies with applicable laws.
19. Communication. The Customer agrees to engage with Workwize’s personnel, including support staff and representatives, in a respectful and professional manner. Workwize reserves the right to suspend or terminate access to the Services with immediate effect if, in Workwize’s reasonable opinion, the Customer or its personnel engage in abusive, offensive, or threatening behavior toward Workwize’s employees or representatives.

SCHEDULE I - PLATFORM TERMS

This Schedule I (the “Platform Terms”) supplements and forms an integral part of the Agreement. These Platform Terms govern the Customer’s and its End Users use of the proprietary software-as-a-service platform provided by Workwize (the “Platform”). In the event of any inconsistency between the provisions of the Agreement and these Platform Terms, the provisions of these Platform Terms shall prevail solely with respect to the use of the Platform. All capitalized terms not defined herein shall have the meaning assigned in the Agreement.

Access Rights and Restrictions
1. License Grant. Subject to the terms of the Agreement and the Customer’s compliance with all payment obligations, Workwize grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the term of the Agreement for internal business purposes only.
2. Access Credentials. Workwize shall provide the Customer with login credentials, including usernames and passwords, enabling access to the Platform (the “Access Credentials”). The Customer shall ensure that Access Credentials are issued and used solely by individuals pre-selected and approved by the Customer, and that Platform access remains protected against unauthorized access. The Customer shall be responsible for any use or misuse of the Platform resulting from the use of its Access Credentials.
3. Usage Restrictions. The Platform is intended to be accessed by authorized users through a web browser interface designated by Workwize. Any automated or system-level access may only occur through the application programming interface (API) made available by Workwize, and only through systems controlled by the Customer. The Customer shall not permit unauthorized users or applications to access the Platform, shall not sublicense access rights to third parties, shall not use the Platform to provide services to third parties and shall not republish, alter, or redistribute content derived from the Platform, except as expressly permitted by Workwize. The Customer shall not conduct or request third-party performance testing or security penetration testing without Workwize’s prior written consent. The Customer acknowledges and agrees that it has no right to receive or access the software code (including object code, intermediate code and source code) of the Platform, either during or after the term of this Agreement.
Services, Availability and Maintenance
1. Services. The Platform enables the Customer to access Products and Additional Services offered by Workwize.
2. Automation Features. The Platform may include automation functionalities, such as automated ordering, restocking, or offboarding triggers, which the Customer may enable through configuration or integration with its internal systems (including HR or IT systems). The Customer acknowledges and agrees that any actions triggered through such automation shall constitute binding instructions and valid orders from the Customer. The Customer is solely responsible for enabling and managing such integrations on its side, including the configuration of automation rules and the accuracy and completeness of any data provided via its systems. Workwize shall not be liable for any errors, delays, or failures arising from misconfiguration, incorrect or outdated access details, or inaccurate, incomplete, or corrupt data originating from the Customer or its systems.
3. Service Availability. Workwize shall use commercially reasonable efforts to maintain the availability of the Platform at the network interface between its hosting environment and the public internet. However, Workwize does not guarantee uninterrupted access. Workwize shall be entitled to suspend access to the Platform to perform maintenance activities, whether scheduled or unscheduled. Where feasible, Workwize shall provide prior notice of scheduled maintenance expected to materially impact availability. Downtime caused by force majeure events, public network outages, Customer-side failures, or maintenance performed in accordance with this Schedule shall not be considered a breach of the Agreement.
4. Maintenance and Updates. Workwize reserves the right to implement patches, enhancements, modify, update, suspend, or discontinue any aspect or feature of the Platform at its sole discretion, at any time, and without liability. Workwize may from time to time suspend access to the Platform to perform scheduled maintenance and reserves the right to have unscheduled downtime. Where practicable, Workwize shall provide the Customer with prior notice of scheduled maintenance expected to materially affect availability. Updates may be required in order to continue accessing the Platform, and such updates shall be subject to these Platform Terms unless accompanied by separate terms. Workwize is not obligated to maintain backward compatibility or support for older versions of systems or browsers, nor to make any particular feature or integration available on a continuing basis. Where a change materially reduces core functionality, Workwize shall use reasonable efforts to notify the Customer in advance. From time to time, Workwize may release features in a preview, beta, or trial version, which may be incomplete or operate differently from final production features. Workwize reserves the right to remove or alter such features at any time and any errors, defects, or unavailability in such features shall not constitute a breach of this Agreement, give rise to any service level commitments, or entitle the Customer to any remedies.
Acceptable Use and Limitations. The Customer shall not use the Platform in any manner that is unlawful, illegal, or likely to cause harm, and shall not upload or transmit any content that is unlawful, fraudulent, or otherwise inappropriate. The Customer shall not use the Platform in a way that causes material degradation in the performance of the Platform or adversely impacts other Workwize customers. The Customer acknowledges that Workwize may implement reasonable technical measures to manage Platform resource usage and ensure fair availability of the Services across all customers.
Support. Workwize shall provide standard support services to the Customer during the term of the Agreement. Support may be suspended by Workwize if the Customer fails to pay invoiced amounts when due.
Disclaimers
1. Disclaimer of Warranties. Except as expressly stated in the Agreement, the Platform is provided on the “as is” and “as available” basis, without warranty of any kind. To the fullest extent permitted by law, Workwize disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. Workwize does not warrant that the Platform will meet all of the Customer’s requirements, or that operation will be uninterrupted, secure, or error-free, or that all defects will be corrected. The Customer acknowledges that the Platform is designed to be compatible only with the systems and browsers specified by Workwize. Workwize does not warrant or represent that the Platform will be compatible with any other software, hardware, or systems not expressly identified as supported.
2. Use and Compliance. The Customer acknowledges that Workwize does not control how the Platform is used by the Customer or its End Users. The Customer remains solely responsible for ensuring that use of the Platform complies with applicable law and does not violate the Agreement.
3. Prohibited Use. Use of the Platform in unsupported or altered environments, including jailbroken, rooted, or unapproved systems, is not permitted. Workwize disclaims all responsibility or liability arising from use of the Platform in such environments.
General Provisions
1. These Platform Terms shall survive termination of the Agreement to the extent necessary to govern data rights, confidentiality, and the use or restriction of the Platform. Nothing in these Platform Terms shall be construed as granting the Customer any right to deploy, reproduce, or host the Platform independently of Workwize’s infrastructure.
2. Workwize reserves the right to remove Products from the Platform or to replace any listed or ordered Product with a comparable alternative at any time, including but not limited to instances where a Product is discontinued, reaches end-of-life, or is subject to supplier-related changes. Workwize will use commercially reasonable efforts to inform the Customer of any material updates to the Product offering available on Platform as soon as practicable.
3. The specification of the Platform, including technical scope, functional elements, and deployment models, shall be as described in applicable documentation or annexes referenced in the Agreement.

SCHEDULE II – PRODUCT-RELATED SERVICE TERMS

This Schedule sets out the terms and conditions applicable to all Product-related services offered by Workwize in connection with the use of the Platform. These include the ordering, delivery, handling, configuration, storage, redistribution, offboarding, and other services related to physical equipment and tangible deliverables provided by Workwize to the Customer and its End Users. Unless expressly stated otherwise, the provisions of this Schedule shall apply to both Products and Product-Related Services. These terms are intended to supplement the Terms and Schedule 1 (Platform Terms) and shall apply in addition to any Order Form agreed between the Parties.

Product Ordering
1. Orders. All orders for Products and Services shall be placed through the Workwize Platform whether submitted manually by the Customer or End Users or triggered through the Platform’s automation functionalities, unless expressly agreed otherwise in writing. Orders shall be deemed confirmed either automatically upon submission via the Platform or, where Workwize determines that confirmation is required, upon Workwize’s explicit confirmation.
2. Pre-Owned Products. The Customer may, where available, order pre-owned Products through the Platform. For the purposes of this Agreement, such Products refer to items that have been previously used by the same Customer, its End Users, or, in limited cases, by another company, and are subsequently made available again for use through the Platform. These Products may show signs of prior use but shall be in proper working condition, subject to a basic verification check performed by Workwize prior to redistribution. The Customer acknowledges and accepts that (i) the delivered items may differ in brand, model, or design, provided that their technical specifications are equivalent or substantially similar; and (ii) Workwize does not provide any independent warranty or assume responsibility for the cosmetic or operational condition of such Products beyond the verification check performed prior to redistribution.
3. Bulk Orders or Non-standard Product Orders. The Customer must request a quotation through the Platform prior to placing the order. Workwize will liaise with the Partners to confirm Product availability, pricing, and lead times, which may differ from the information displayed on the Platform. A final quotation and proforma invoice will be provided to the Customer for confirmation prior to order processing. All quotations are subject to change until confirmed by the Partner, and delivery lead times remain indicative and may vary.
4. Binding Nature of Orders. All orders are binding upon submission and may not be cancelled, returned, or modified without Workwize’s prior written consent. Orders are processed promptly and may be fulfilled through Workwize’s Partners. Therefore, the Customer is expected to review all order details carefully prior to finalising the purchase to ensure accuracy and to avoid any need for subsequent changes or cancellations.
5. Changes and Cancellations. Orders placed by the Customer are binding and non-cancellable once submitted. Workwize does not accept order modifications or cancellations after submission, except where explicitly agreed by Workwize in writing and only if the relevant order has not yet been confirmed or processed by any Partner or warehouse. In limited cases, Workwize may, at its sole discretion, attempt to accommodate a cancellation or change request. However, such requests are never guaranteed and remain subject to the terms and operational constraints of any Partner engaged to provide the Products or Services. If Workwize exceptionally agrees to cancel or modify an order, the Customer shall reimburse Workwize for all costs already incurred in connection with that order, including procurement, preparation, and handling costs. Certain Product categories, including but not limited to electronic devices, custom-made or configured items, and furniture, are non-cancellable and non-returnable under all circumstances once ordered.
6. Onboarding of Existing Equipment. Where the Customer wishes to onboard equipment already located at its premises for use through Workwize, the Customer shall, at its own expense and responsibility, ship such equipment to the Workwize-designated warehouse in accordance with Workwize’s then-current inbound procedure. The Customer shall notify Workwize in advance of each shipment, provide shipment tracking details, and ensure that all items are properly labelled and accompanied by accurate asset information, and follow any guidance provided by Workwize. Workwize may refuse receipt or charge additional handling or administrative fees for shipments that do not comply with these instructions or arrive without prior notice. Workwize shall not be responsible for any delay, loss, or damage resulting from the Customer’s failure to follow such instructions. Workwize shall not act as intermediary for such shipments, and any related costs are borne solely by the Customer.
7. Product Availability and Discontinuation. Workwize shall use commercially reasonable efforts to ensure that the Products and Services listed on the Platform remain available for purchase by the Customer and its End Users. However, Workwize reserves the right, at its sole discretion, to update, modify, remove, or discontinue any Product or Service at any time to reflect changes in Partner supply, availability, or other market conditions, whether such changes occur before or after an order is placed. If a Product or Service becomes unavailable after an order has been placed, Workwize may cancel the affected order and, where appropriate, propose a substitute Product of comparable specification, quality, and price. Minor, non-material variations in specification, dimensions, colour, design, or component materials that do not materially affect the functionality, performance, compatibility, or intended use of the Product shall be deemed permissible without prior approval and shall not constitute a defect, non-conformity, or breach of this Agreement. Such variations may be implemented to ensure continuity of supply, compliance with manufacturing updates, or timely fulfilment of the order. Workwize shall notify the Customer or its End User in writing of any material substitution prior to fulfilment. The Customer or its End User shall respond within five (5) business days of receiving such notice to confirm whether it accepts the proposed substitution. If the Customer or its End User provides such confirmation, Workwize may proceed to place a new order for the substitute Product on the Customer’s behalf. If no response is received within the specified period, Workwize may cancel the affected order without liability, other than refunding any prepayments received for the unavailable item. Workwize does not guarantee that any particular Product or Service will remain available for future purchases, and any substitution or cancellation pursuant to this Clause shall not relieve the Customer of its other obligations under this Agreement.
Pricing
1. Pricing and Discounts. Prices shall be those stated on the Platform at the time of ordering and confirmed in the Platform, Order Confirmation or quote. Prices shown on the Platform are based on single-unit purchases and may not apply to bulk or non-standard orders. Pricing and discounts for such orders shall be communicated separately. Any discounts applied are reflected in the final price shown on the Platform or in the applicable document.
2. Price and Cost Adjustments. Workwize reserves the right to adjust the agreed prices for Products and Services if, prior to shipment, the price of the relevant items changes due to Partners’ cost increases. Where such increases do not exceed five percent (5%) of the value of the placed order, Workwize may apply the adjustment without further approval in order to ensure timely service provision and avoid delivery delays. Where the increase exceeds five percent (5%), Workwize shall notify the Customer and obtain their prior approval before proceeding, failing which Workwize may cancel the affected order without liability other than refunding any prepayment made for those Products and Services. Updated pricing shall be published on the Platform as soon as reasonably practicable.
3. Additional Services and Charges. The current offering of Additional Services is described in Annex II to this Schedule. Additional Services are subject to separate pricing, ordering procedures, and delivery timelines, as specified in the Platform, Annex II, or in the applicable Order Form or Order Confirmation. Additional or region-specific services may be available depending on the country or location of delivery. Regional charges may apply for the coordination of shipments, logistics handling, or access to specific premises. Upon Customer request, Workwize may, subject to availability, arrange extra services in the relevant region (for example, white-glove delivery, on-site installation, or delivery to upper floors including packaging disposal). Such services shall be provided at the applicable additional charges communicated to the Customer in advance. Unless expressly stated otherwise, the provisions of this Schedule governing delivery, return, inspection, and cancellation shall apply to Additional Services.
Delivery
1. Delivery Terms. Unless otherwise agreed in writing, Workwize shall arrange delivery of Products purchased through the Platform to the address specified by the Customer or its End User, in which case the risk of loss or damage transfers to the Customer upon delivery at the agreed location. Where Workwize arranges the retrieval of Products, Workwize bears the risk during transit until the items are received at its designated facility. Where the Customer or End User arranges any shipment, delivery, or return (including of equipment not originally purchased through the Workwize Platform) the Customer bears the risk of loss or damage during transit, regardless of whether such items are sent to or from Workwize facilities. For the avoidance of doubt, Workwize does not assume transit risk for equipment not purchased through Workwize, even if it assists with transportation coordination. The Customer acknowledges that Workwize may deliver partial shipments. The Customer shall bear all transport and handling costs.
2. Delivery Timelines. Workwize will use commercially reasonable efforts to ensure that deliveries occur within the timelines communicated through the Platform, Order Confirmation, or Partner shipment tracking links where available. Delivery timelines remain indicative and based on estimates provided by Workwize’s Partners and may vary due to factors outside Workwize’s reasonable control, including carrier delays, customs or import procedures, or other unforeseen circumstances. Workwize will keep the Customer reasonably informed of any material delay. Delivery timelines are not guaranteed, and such delays shall not constitute a breach of this Schedule or the Agreement and shall not affect any payment obligations. If the Customer or End User fails to accept or unreasonably delays acceptance of any (partial) delivery, Workwize may deem the delivery fulfilled and invoice the full amount due, without prejudice to its right to recover any resulting damages or other remedies available under this Agreement or applicable law.
3. Delivery Location. Deliveries shall be made to the address specified by the Customer or its End User during the ordering process. The Customer is solely responsible for ensuring that the delivery address provided is complete, accurate, and valid, and acknowledges that it cannot be changed once the order has been placed. Workwize shall not be liable for delays, failed deliveries, or losses resulting from incorrect, incomplete, or outdated address details, absence of the recipient at the delivery location, or instructions to leave the shipment unattended. Notwithstanding the foregoing, Workwize will use reasonable efforts to facilitate delivery to the correct address where feasible. Once delivery has occurred at the address provided, the delivery shall be deemed completed and Workwize’s obligations fulfilled.
4. Delivery Coordination and Costs. The Customer shall ensure that the End User is available to receive delivery at the agreed time and location and that the delivery location is accessible and prepared to accept the shipment. Any delay, restricted access, failed delivery attempt, or other impediment caused by the Customer or End User may result in additional costs for redelivery, handling, storage, waiting time, or transport re-booking, all of which shall be borne by the Customer. If delivery is expedited or rescheduled at the Customer’s request, Workwize shall be entitled to reimbursement of all related costs, including reasonable administrative charges and statutory interest on the invoiced amount of the delayed Products or Services. A delivery postponement shall not suspend or defer the Customer’s payment obligations. Workwize reserves the right to claim compensation for any damages resulting from repeated or material delays attributable to the Customer.
Inspection and Reporting Non-Conformities and Defect
1. Delivery Inspection and Visible Damage. The Customer shall inspect the delivered Products immediately upon delivery and verify that the shipment is complete, the packaging intact, and the Products free from visible damage. Any visible damage, defect, or delivery discrepancy must be reported to Workwize in writing within twenty-four (24) hours of delivery. If no report of discrepancies or visible damage is received, the Products shall be deemed irrevocably accepted by the Customer as to visible condition and quantity.
2. Early Functional Defects. If any Product that appeared intact on delivery fails to operate or function properly upon first use or otherwise presents a functional defect not detectable during the initial inspection, the Customer shall notify Workwize in writing without undue delay and no later than seventy-two (72) hours after delivery. Any right of the Customer to raise a claim or seek compensation under this clause shall lapse permanently unless timely notification has been made in accordance with this clause.
3. Defects and Additional Product Support. If a Product develops a defect, malfunction, or other deficiency after the expiry of the reporting periods set out above, the Customer shall notify Workwize in writing without undue delay following discovery of the issue. Workwize will, under Customer’s request, facilitate the Customer’s claim under any applicable Partner warranty as set out in Section 5 of this Schedule. Where such warranty has expired or does not apply, Workwize may, at the Customer’s request, provide additional product support services. Such services are offered on a commercial basis and will be subject to Workwize’s then-current rates or a separately agreed quotation. Workwize shall determine, in consultation with the Customer and the relevant Partner, the appropriate course of action and may issue further instructions to facilitate assessment or resolution.
4. Requirements for Defect Notices and Cooperation. Any notice submitted under this Section shall include a clear description of the defect or malfunction and, where applicable, photographs or other evidence sufficient to identify the issue. The Customer shall cooperate fully with Workwize in connection with the assessment and resolution of the reported issue, including by responding promptly to any questions or instructions issued by Workwize and by providing access to, or returning, the affected Product within the period specified by Workwize. Workwize may require the Customer to retain all original packaging, shipping boxes, and accessories until Workwize confirms in writing that they may be discarded or returned. Failure by the Customer to provide timely notice, the required documentation, or the requested access (including, where applicable, the return of the Product) shall render the claim withdrawn and invalid.
5. Assessment and Resolution of Reported Defects. Upon receiving a timely notice of damage, defect, or non-conformity in accordance with this Agreement, Workwize shall acknowledge receipt and provide the Customer with further instructions regarding the applicable next steps, including, but not limited to inspection, collection, or return of the affected Product. The Customer shall cooperate fully and provide Workwize opportunity to assess the reported issue, including access to the Products. Within the Term of the Agreement, Workwize shall remain the Customer’s single point of contact and shall coordinate and manage the resolution process in accordance with its standard procedures, which may include consultation with Partners involved in the provision or repair of the Products and Services. Workwize reserves the right, at its sole discretion, to assess the validity of any claim and to determine whether it shall be accepted, rejected, or subject to further verification. No reimbursement or credit shall become due until the investigation has been concluded. If the claim is accepted, Workwize shall, at its discretion, arrange for repair or replacement of the affected Product or issue a refund not exceeding the invoiced value of the affected item. Any reimbursement, credit, or replacement shall only become due after the assessment has been completed and the defect confirmed. Workwize shall not be responsible for defects or damage arising or resulting from incorrect use, improper installation, unauthorised modification, negligence, or failure to follow handling or maintenance instructions.
6. Returns. Workwize shall not be obligated to accept any return of Products from the Customer or any End User without its prior written consent. Any return shipment authorized by Workwize shall be made at the Customer’s sole risk and expense, and acceptance of such return shall under no circumstances be deemed an acknowledgment of the validity of any associated claim or complaint. If Workwize, at its discretion, accepts a return and decides to issue a credit to the Customer, Workwize shall credit only the reasonable costs of the return shipment and solely in the amount agreed in writing in advance. Returns are permitted solely in connection with faulty, damaged, or incorrect Products and only in accordance with the procedures agreed between Workwize and the Customer. Returned Products must be complete, undamaged, and in their original packaging, including all accessories, manuals, and components.
Disclaimers
1. Disclaimer of Warranties. Workwize does not manufacture any Products and does not provide any warranty or representation of its own in relation to the Products. All Products are provided “as is” and “as available.” To the maximum extent permitted by applicable law, Workwize disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement. Any warranties applicable to the Products are those offered solely by the relevant Partner, and Workwize will pass through to the Customer the benefit of any such Partner warranties to the extent legally permissible. Workwize will, upon the Customer’s request, facilitate the Customer’s claim under such Partner warranties, subject to any applicable service or handling fees. Workwize shall have no independent obligation or liability for the scope, performance, or enforcement of any Partner warranty and is limited to coordinating reasonable remediation efforts with the relevant Partner and facilitating repair, replacement, or refund only to the extent such remedies are made available by that Partner.
2. Product Use. The Customer and its End Users are solely responsible for the installation, configuration, and use of the Products. Workwize does not supervise or control the use of any Product once delivered and disclaims all liability for any loss, damage, or malfunction resulting from improper or unauthorized use, installation, or modification of the Products, or from their use in combination with non-approved equipment, software, or environments. The Customer acknowledges that Products must be used only for their normal and intended purposes and in accordance with all applicable safety instructions and guidelines provided by Workwize or its Partners.
Retrieval of Products. For the purposes of this Agreement, Retrieval refers to the process initiated by the Customer through the Platform to recover Products previously assigned to an End User, whether due to the End User’s departure, reassignment, equipment replacement, or any other operational reason. Workwize shall coordinate the retrieval of such Products from End Users in accordance with its standard internal procedures and may determine, at its discretion, the appropriate retrieval method based on the nature and condition of the Products. All costs associated with the retrieval process, including packaging, shipment, handling, and storage, shall be borne by the Customer. Workwize will charge a flat fee per retrieved Product to cover the replacement or procurement of missing accessories or other reasonable expenses incurred in connection with the retrieval.

Annex 1 of Schedule II. Terms and Conditions of Lease and Rent

This Annex applies exclusively when the Customer leases or rents Products from Workwize, rather than purchasing them. It supplements the general provisions of Schedule II and the Agreement and shall prevail in the event of any inconsistency related specifically to lease or rental arrangements.

Minimum Term. Customer acknowledges that each Product available for lease or rent is subject to a minimum lease or rental period (e.g., twelve (12), twenty-four (24), thirty six (36) months, etc.), as agreed with the Customer or indicated in the Platform (“Minimum Term”).
Payment Terms. The Customer shall pay for the first three (3) months of the total expected lease or rental fees in advance, unless otherwise agreed in writing. The Customer shall pay the monthly fees for the full Minimum Term.
Commencement of Lease or Rental Term. For any Product ordered under a lease or rental arrangement, the lease or rental term shall commence on the date the order is placed on the Platform (“Commencement of Lease or Rental Term”). The Minimum Term shall be calculated from this Commencement of Lease or Rental Term. The Customer shall remain obligated to pay all applicable fees from the Commencement of Lease or Rental Term, irrespective of whether the Product has been dispatched or received at its final destination.
Location. The Products may not be moved from the original delivery address or the country of delivery without Workwize’s prior written approval. The Customer shall ensure the Products are used only at the delivery location and returned in the original country of delivery.
Repairs. Workwize shall facilitate the maintenance and repairs during the lease or rental term. The Customer shall not, and shall ensure that the End User does not, perform or authorize any repair, modification, or service of the Products without Workwize’s prior written approval. The Customer shall ensure that the End User cooperates fully, including granting Workwize or its agents access to the premises as necessary. Any costs arising from misuse, unauthorized repairs, failure to report defects in a timely manner, or other causes beyond normal wear and tear shall be borne by the Customer.
Customer Obligations
1. Insurance. The Customer shall, at its sole expense, maintain adequate insurance coverage for the full replacement value of the Products against all risks of loss, damage, theft, or destruction for so long as the Products are provided under a lease or rental arrangement and remain in the Customer’s possession without legal title having transferred.
2. Notification Obligations. The Customer shall promptly notify Workwize in writing if any of the following events occur: (i) any third party asserts a claim to, attempts to seize, or otherwise seeks to exercise control over Products or Services that remain subject to Workwize’s retention of title; (ii) the Customer applies for or is granted a (temporary) suspension of payments, enters into a debt restructuring arrangement, or makes any formal or informal payment arrangement with creditors; or (iii) a petition for bankruptcy is filed by or against the Customer, or the Customer is declared bankrupt.
3. Use and Handling of Products. The Customer shall ensure that the Products are used solely in the ordinary course of its business operations and only by the intended End User. The Products must be kept in good condition and used in accordance with any applicable safety, security, or operational guidelines provided by Workwize or its Partners. The Customer shall ensure that such guidelines are communicated to, and followed by, the End User at all times. It is explicitly prohibited for the Customer or any End User to rent, lend, or otherwise make the Products available to third parties under any circumstances, without prior Workwize written approval. Workwize will not be liable for any damage resulting from the use of the Products that is contradictory to the instructions provided by Workwize or its Partners. Any costs resulting from any damage, misuse, deterioration resulting from improper handling, unauthorized repairs, failure to report defects in a timely manner, or other conduct not consistent with normal use and applicable product-specific guidelines or safety standards shall be borne by the Customer.
Termination or Expiration of the Lease or Rent
1. Termination after Minimum Term. After the Minimum Term has ended, the Customer may terminate the lease or rent of the relevant Product with one (1) month's prior written notice. Termination shall not affect any amounts already due or payable under the Agreement.
2. Effect of Termination. Upon expiration or termination of the lease or rental term, the Customer may be provided with the option to purchase the Products by notifying Workwize at least fourteen (14) days in advance. If the Customer is not purchasing the Products or Services, the Customer shall ensure that the Products are returned within seven (7) days using the return process set out herein. If the Products are not returned within that period, Workwize may continue invoicing the agreed monthly lease or rental fee until return is completed. The Customer must ensure that the Products are returned in good condition, and Workwize may arrange for a third-party inspection. The Customer shall bear the cost of repairing any unusual damage, up to the residual value of the Products.
3. Returns of Leased or Rented Products. The return of Products provided under lease or rent shall be carried out in accordance with the instructions issued by Workwize. Where the return process overlaps with the Offboarding process set out in this Schedule II, the relevant Offboarding provisions shall apply accordingly. Returned Products may be subject to inspection by a Partners engaged by Workwize. The Customer shall bear the cost of repairing any unusual damage, not exceeding the residual value of the affected Product. All leased or rented Products must be returned within the country of original delivery. Any additional costs associated with returns, such as early returns, or returns from outside the country of delivery, shall be borne by the Customer.

Annex 2 to Schedule II – Additional Services

This Annex describes optional Additional Services offered by Workwize. Such services are provided in addition to the Platform subscription and Product procurement and are subject to separate fees (including possible setup fees) unless expressly agreed otherwise. All Additional Services are governed by the Agreement.

Welcome Packages. Customer can order welcome packages for new joiners via the Workwize Platform. Upon approval by the Customer, Workwize may either (i) source, assemble, and dispatch the welcome packages and their contents, or (ii) store and ship pre-assembled packages provided by the Customer.
Company Merchandise. Workwize assists Customers in sourcing and supplying company merchandise for End Users via the Workwize Platform. Depending on the nature and volume, a one-time setup fee may apply for initial implementation.
Buffer Stock. The Customer may elect to maintain a buffer stock of Products stored at the Workwize warehouse. Where such buffer stock is maintained, Workwize shall dispatch ordered Products directly from storage to ensure expedited delivery. All related costs, including storing, handling, and shipping, shall be the responsibility of the Customer. Workwize may apply a one-time setup fee at its discretion.
Retrieval and Inventory Management. At the Customer’s request, Workwize may facilitate retrieval and processing of Products from End Users, including in connection with employee departures, equipment upgrades, or other operational reasons. Retrieved Products may be returned to the Customer’s designated warehouse, placed into buffer stock, or directed into resale, repair, or disposal workflows as separately agreed between the Parties.
IT Services – Device Configuration. Through the IT Services module, the Customer may request that laptops or other Products be pre-provisioned or enrolled into the Customer’s device management environment (such as into Apple Business Manager, Windows Autopilot, or an equivalent system) to ensure that End Users receive the required applications and security policies. Workwize may also perform any agreed custom configuration steps in accordance with the Customer’s written instructions.
Resale Services. The Customer may request resale services for Products that are no longer required. Workwize will facilitate such resale through authorized asset recovery Partners. The resale process may include (i) collection and processing of Products, (ii) secure data erasure, (iii) valuation based on fair market value, and (iv) settlement of proceeds. Workwize shall pass through to the Customer the net proceeds of resale, after deduction of applicable fees and costs.
Disposal Services. The Customer may request disposal or recycling services for Products that are no longer required or cannot be resold. Workwize will facilitate such disposal through authorized Partners. The disposal process includes (i) collection and processing of Products, (ii) secure device destruction in accordance with industry standards, and (iii) provision of a certificate of destruction.
Repairs. The Customer may request repair services for Products. Workwize shall facilitate such repair services with authorized service Partners and, where applicable, pass through to the Customer the benefit of any available warranty coverage.
White-Glove Delivery. Workwize or its Partner can provide premium delivery and handling, which may include delivery to the Customer's location of choice, unpacking, basic assembly or installation (where applicable), inspection for visible damage, and removal of packaging materials. The Customer must ensure accessibility and safety of the delivery location.
Delivery Challans. Upon request, Workwize may prepare and issue delivery challans or equivalent delivery documentation required for the transportation of Products, in accordance with applicable laws and regulations.

Terms and Conditions

DEFINITIONS

SCOPE OF SERVICE

CUSTOMER OBLIGATIONS

TERM AND RENEWAL

PAYMENT TERMS

RETENTION OF TITLE

TERMINATION

CONFIDENTIALITY

DATA PROTECTION

INTELLECTUAL PROPERTY RIGHTS

WARRANTIES

LIMITATION OF LIABILITY

INDEMNIFICATION

GENERAL PROVISIONS

SCHEDULE I - PLATFORM TERMS

SCHEDULE II – PRODUCT-RELATED SERVICE TERMS

Annex 1 of Schedule II. Terms and Conditions of Lease and Rent

Annex 2 to Schedule II – Additional Services

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