Approved Installer Scheme Terms and Conditions

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1 Approved Installer Scheme Terms and Conditions 1 Background 1.1 VEKA plc (we/us) operate the approved installer schemes set out below. We are a public limited company registered in England and Wales under company number and we have our registered office at Farrington Road, Rossendale Road Industrial Estate, Burnley, Lancashire BB11 5DA. 1.2 It is important that you read and understand these terms and conditions before applying to be an approved installer. Participants in the approved installer scheme agree to be legally bound by these terms, as they may be modified from time to time. By applying to take part in the approved installer scheme you confirm that you have read and accept these terms and agree to comply with them. We reserve the right to change these terms at any time. Any amendments will be notified to you using the contact details provided in the Application Form and will take effect upon such notification. 1.3 It is the responsibility of the VEKA UK Group to approve the fabricator, having checked that products are being manufactured in accordance with VEKA UK Group instructions and to an acceptable standard of quality. It is the responsibility of the approved installer to declare that they are in compliance with legal requirements involved with the installation of windows, doors and conservatories, where relevant, and are installing product in accordance with the VEKA UK Group installation guidelines. 2 The Schemes 2.1 We operate two free of charge approved installer schemes (the AI Schemes), one in relation to VEKA products (the VEKA AI Scheme) and one in relation to HALO products (the HALO AI Scheme). Participants in the respective AI Schemes: may receive homeowner sales leads relating to the products and locations they have specified by which have been generated via our dedicated homeowner website at or will receive a certificate and an official plaque, if required, to signal their participation in the AI Scheme will be authorised to use the following respective logos (the AI Logos): (the VEKA AI logo) (the HALO AI Logo)

2 2.2 Participants in the respective AI Schemes will also be able to benefit from optional additional paid for services (subject to separate terms and conditions) including: marketing, PR and advertising support subsidised website design and build services personalised marketing materials services (including brochures, leaflets, flyers, posters, press ads, signage, display, installation boards, window stickers, vehicle graphics, showroom boards, stationery, branded clothing. 3 Application and Conditions to join the AI Schemes 3.1 The following are preconditions for the AI Schemes: Applicants for the AI Schemes must complete the appropriate application form (Application) Applicants must provide full, complete and accurate information including applicant name and position, company name, address, postcode, telephone number, fax number, address, website address, current fabricator details, anticipated annual spend with fabricator, a list of locations and areas of trade for which you wish to receive leads, a list of the products for which you wish to receive leads (windows, PVC doors, composite doors, conservatories, Bi-fold doors, patio doors, French doors, and/or orangery) Applicants must install VEKA or HALO products. Applicants must purchase their VEKA or HALO products from a VEKA UK Group Approved Fabricator. Applicants must only supply CE Marked products. Applicants must provide an insurance backed guarantee with all products. Applicants must EITHER be a member of a self-certification body and be MTC (Minimum Technical Competencies) compliant OR must register installations of all products via Building Control. (This does not apply to installers in Scotland as MTC or Building Control registration does not apply in Scotland) Applicants must purchase product from a VEKA UK Group Approved Fabricator. 3.2 By applying to participate in an AI Scheme applicants confirm, warrant and represent that they have provided (and shall be responsible at all times for maintaining and shall maintain) full, complete and accurate information. Applicants may only apply to participate in an AI Scheme if they are authorised to accept these terms and conditions on behalf of your company. By submitting such an application, applicants confirm that they have sought necessary approval from the company and that they have the authority and intention to legally bind the company. 3.3 We will notify if your application to participate in an AI Scheme is successful or not. We are under no obligation to accept any and all applications and we reserve the right, in our absolute discretion, for any reason whatsoever and without liability to refuse to allow participation in any AI Scheme to any applicant. 4 Use of the Logos 4.1 Approved installers may, from the date of approval and for the duration of the approval (unless terminated earlier), use the relevant AI Logo on a non-exclusive, revocable basis only in relation to the installation of VEKA and Halo Products and always subject to these terms and conditions. The VEKA AI Logo must be used in relation to the VEKA AI Scheme only and the HALO AI Logo must be used in relation to the HALO AI Scheme only. 4.2 Subject to 4.7 below, approved installers may not use any of the AI Logos or any mark similar to the AI Logos for any purpose other than the installation of VEKA and Halo products. Approved installers may not use the AI Logos or any mark similar to the AI Logos for any non VEKA or HALO products. Other than its company or trading name, the approved installer may not use any other trade mark or logo without our consent. 4.3 Approved installers may only use the AI Logos as stipulated from time to time by us and shall observe all reasonable directions given by us as to colours and size of representations of the AI Logos, their positions on any materials and the way in which they are used.

3 Approved installers shall comply strictly with any brand guidelines and our directions as to the form and manner of use of the AI Logos. 4.4 Approved installers shall only use the AI Logos for the purposes authorised in these terms and conditions and shall not use the AI Logos for any other purpose nor in any way which would tend to allow them to become generic, lose their distinctiveness, become liable to mislead the public, be materially detrimental to or inconsistent with, reduce or diminish the reputation, image, name, goodwill and prestige of the AI Logos or VEKA plc. 4.5 You acknowledge that we are the owner of all intellectual property rights in the AI Logos. You acknowledge and agree that any goodwill derived from any use of the AI Logos or accruing to the AI Logos shall accrue to, vest in and remain with us. We may, at any time, call for a confirmatory assignment of such goodwill and you shall immediately execute it. You shall provide, at our request, all necessary assistance in maintaining any registrations or prosecuting any applications for registration in respect of the AI Logos. 4.6 Approved installers may not register or be involved in the registration or use of any trade mark, company name or domain name incorporating any of the AI Logos or any mark which is similar to any of the AI Logos. 4.7 It is acknowledged and accepted that approved installers may in certain circumstances be required to use non VEKA or HALO products in carrying out their work, including hardware, glass, conservatory roofs and specialist products. It is also acknowledged and accepted that there may be occasions when approved installers using AI Logos will be required to work with other window products (for example in order to match existing window products). 5 Obligations 5.1 Approved installers must: only install VEKA or HALO products on any lead supplied to them by us, other than related or peripheral products required in the installation of such VEKA or HALO products not install any products other than VEKA or HALO when using the AI Logos purchase their VEKA or HALO products from a VEKA UK Group Approved Fabricator only supply CE Marked products provide an insurance backed guarantee with all products EITHER be a member of a self-certification body and be MTC (Minimum Technical Competencies) compliant OR must register installations of all products via Building Control. (This does not apply to installers in Scotland as MTC or Building Control registration does not apply in Scotland) have public liability and professional indemnity insurance with a limit of indemnity not less than that usually carried by providers of similar services be competent to undertake the installation of VEKA and HALO products have effective arrangements, procedures and controls in place for: (a) Supervision of operatives employed to carry out the installation of VEKA and Halo products (b) Employment of contractors (c) Keeping and maintaining records of installation of VEKA and Halo Products (d) Quality control (e) Dealing with complaints (f) Technical support (g) Provision of technical information and updates (h) Provision of tools, equipment and materials (i) Procurement/provision of appliance spare parts comply with all applicable laws, statutes, regulations, standards and guidelines in relation to any activities supplied under the AI Logo. 6 Quality Control and Standards

4 6.1 The quality and style of approved installers activities and all promotional, advertising and other material produced by you shall at all times be of the highest standard. You shall comply with such standards of quality and presentation as may be set in a specification, if any, by us, from time to time and notified to you in writing. You shall ensure that your activities and all advertisement, marketing and promotional materials comply with all laws and regulations and relevant industry standards and codes as may be in force from time to time. 6.2 You shall not include advertising for, or promotions of, any other products or services, which compete with our business, goods and services, on, in or in relation to, VEKA and Halo products without the prior written approval of us, in its absolute discretion. 6.3 You shall, on request, submit samples of any or all advertising, promotional and other documentary material relating to your activities to us if and as requested by us on demand for the purpose of ensuring compliance with these terms and conditions. You shall not use any such material bearing the AI Logos which we in our sole discretion do not consider complies with these terms and conditions. You shall allow us on reasonable request and notice to survey your activities to ensure that you comply with these terms and conditions. 6.4 You shall obtain all necessary licences, consents, agreements and authorisations and all other formalities required in connection with the operation of your Activities. 6.5 If the quality standards referred to in this Clause are not met or maintained, we may, by written notice, require (without terminating your participation in an AI Scheme but without prejudice to its rights so to do) that you immediately discontinue your participation in any AI Scheme and/or your use of any AI Logo either in their entirety or in relation to any particular activities or materials as we may specify do not meet such quality standards. 7 Indemnity 7.1 Approved installers and any other users of the AI Logos ( user ) hereby warrants that no part of any of their activities will be in any way a violation of any existing third party right and that nothing in any activities will breach any duty of confidence, constitute contempt of court, breach any provision of any statute, infringe any personal or proprietary or other right or be defamatory of any person or business and hereby indemnifies VEKA plc (and any group company or company under common ownership) and any VEKA UK Group Approved Fabricator against all liabilities, claims, proceedings, judgments, actions, debts or rights of action, of whatever kind, and all costs, including legal fees, damages, losses and expenses ( Losses ) arising out of any breach of these warranties. Users of the AI Logos hereby agree to defend, indemnify and hold harmless VEKA plc (and any group company or company under common ownership) and any VEKA UK Group Approved Fabricator against all Losses which arise out of or are caused by or result from acts or omissions of the user or of its employees, agents or subcontractors including but not limited to acts or omissions which are negligent or are in any way inconsistent with the user's obligations, warranties, representations or agreements under these terms and conditions. 7.2 The obligations set out in this clause shall survive variation renewal termination or expiry of these terms and conditions. 8 Termination 8.1 We may suspend, cancel or terminate your participation in any AI Scheme immediately without liability by giving notice to you if we reasonably believe: you commit any material breach of these terms and conditions; you commit any breach of these terms and conditions and we gives notice to you to remedy the breach (or to the extent that the breach is not capable of remedy, to give compensation for it) and you fail to do so within 14 days of the notice; or you become insolvent, are adjudicated bankrupt, or compound with, or make any arrangement with, or makes a general assignment for the benefit of, your creditors; or

5 8.1.4 you compulsorily or voluntarily enter into liquidation, except for the purposes of a bona fide reconstruction or amalgamation, and with the prior written approval of VEKA plc; or you have an administrator, receiver or manager appointed over the whole, or a substantial part, of your undertakings or assets; or you undergo a change in control which, in the our sole opinion, materially affects your ability to carry out your obligations under these terms and conditions in a manner satisfactory to us; or you cease or threaten to cease to carry on your business. 8.2 Termination of these terms and conditions shall be without prejudice to any existing rights and/or claims that we may have against you, and shall not relieve you from fulfilling any obligations accrued prior to such termination. 9 Effect of Termination 9.1 Upon termination of your participation in any AI Scheme however arising: your right to use the AI Logos ceases immediately and you shall immediately cease to use the AI Logos; you shall not supply any products or services of any type or description under, or by reference to, the AI Logos or any similar mark; you shall if so requested execute an assignment in our favour (or such other person as we may direct) of any and all goodwill in the AI Logos as may have accrued by reason of you use of the AI Logos and by being connected with the AI Logos in the course of trade and all such rights (if any) as may have accrued to you in relation to the AI Logos by reason of such use; you shall at our option deliver up or destroy all material of whatever nature relating to your activities bearing or relating to any of the AI Logos, including without limitation any artwork, data and any promotional and advertising material; all provisions of these terms and conditions which in order to give effect to their meaning need to survive its termination shall remain in full force and effect after termination. 9.2 Termination shall be without prejudice to the right to seek compensation for breach of any provisions of these terms and conditions. 9.3 You shall do nothing after the termination of your participation in the AI Scheme which might lead any person to believe that you are authorised to use the AI Logos or are in any way participating in any AI Scheme. 10 General 10.1 These terms and conditions are personal to you. You may not assign, sub-contract, sublicense or transfer all or any part of your rights or obligations under these terms and conditions. VEKA plc may assign all or any part of its rights or obligations under these terms and conditions and may delegate any of its duties under these terms and conditions We give no warranty and make no representations that any exercise use or exploitation of the AI Logos will not constitute any infringement or violation of the rights of any third party These terms and conditions, together with any documents referred to in them, constitutes the whole agreement relating to their subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any provision of these terms and conditions is held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of these terms and conditions in that jurisdiction shall not be affected and the legality, validity and enforceability of the whole of these terms and conditions shall not be affected in any other jurisdiction No failure to exercise, nor any delay in the exercise, by us of any right, power, privilege or remedy under these terms and conditions shall impair, or operate as a waiver of, such right,

6 power, privilege or remedy. No waiver by us of a breach or a default hereunder shall be effective unless in writing and signed by us and any such waiver shall not be deemed to be a waiver of any subsequent breach or default of the same or similar nature Nothing in these terms and conditions shall constitute or be deemed to constitute a partnership or constitute or be deemed to constitute you as our agent for any purpose whatsoever and you shall have no authority or power to bind us or to contract in our name in any way or for any purpose These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms and conditions or its subject matter or formation (including non-contractual disputes or claims).