1. About Us

1.1 Company details. GPWN Management Consultancies LLC (operating under Government of Dubai Department of Economic Development number 1019251) (GPWN, we, us and our) is a company registered in the Emirate of Dubai, United Arab Emirates, and our registered office is at Office 610, CEO Building, Dubai Investment Park, Dubai, United Arab Emirates. Our VAT number is 104032788200003. We operate the website https://welcome.gpwn.co and the associated application called "Skool" (collectively referred to in these General Terms as the "website").

1.2 Contacting us. Contact our Client Care team via email at [email protected]. The team will respond to your query within 24 hours. Please note office hours are 9am - 5pm GMT Monday - Friday.

2. Our contract with you

2.1 Our contract. These General Terms apply to the Order Form, which stipulates the Services (as defined below) that we shall provide to you (together, the Contract). These General Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. The Contract is made only in the English language.

2.4 Your copy. You should print off a copy of these General Terms or save them to your computer for future reference.

3. Placing an order and its acceptance

3.1 Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on our website. Each order is an offer by you to buy the services specified in the Order Form (Services) subject to these General Terms.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any selection or specification submitted by you is complete and accurate.

3.3 Acknowledging receipt of your order. After you submit your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in 3.4.

3.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

3.5 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. In these circumstances if you have already paid for the Services, we will refund you the full amount.

4. Cancelling your order and obtaining a refund

4.1 Where expressly permitted by the law, you may be entitled to cancel the Contract and receive a refund, if you notify us as set out in clause 4.2 within seven (7) days of your receipt of the Order Confirmation. You cannot cancel the Contract once we have completed any part of the Services, even if the seven-day period is still running unless expressly permitted under our Complaints Policy and Refund Policy.

4.2 Where you are permitted by law to or otherwise by virtue of our complaints and refund policy to cancel the Contract, you must complete the cancellation form GPWN Refund Request Form on our website. We will email you to confirm we have received your cancellation. You can also cancel the Contract via email, please email us at [email protected]. Please include details of your order to help us to identify it. If you send us your cancellation notice by email during any statutory cancellation period, then your cancellation is effective from the date you send us the email. For example, you will have given us notice in time as long as you email us before midnight on the last day of the cancellation period. Otherwise, your cancellation will be effective on the date when we confirm in writing that the Contract is cancelled.

4.3 If you cancel the Contract as permitted by law or in accordance with the terms of our policies, we will refund you in full for the price you paid for the Services, by the method you used for payment. We may deduct from any refund an amount for the supply of the Services provided for the period up to the time when you gave notice of cancellation in accordance with 4.2 as well as an administration fee in accordance with our cancellation policy. The amount we deduct will, amongst other considerations, reflect the amount that has been supplied as a proportion of the entirety of the Contract.

5. Our Services

5.1 Descriptions and illustrations. Any descriptions or illustrations on our website are published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of the Contract or have any contractual force.

5.2 Compliance with specification. Subject to our right to amend the specification (see 5.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website on the date that you submit your order to us in all material respects.

5.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.

5.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

5.5 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Form or otherwise confirmed to you in writing, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

6. Your obligations

6.1 It is your responsibility to ensure that:

(a) you comply with the obligations set out in the Appendix 2 (Community Guidelines);

(b) the terms of your Order Form are complete and accurate;

(c) you cooperate with us in all matters relating to the Services;

(d) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e) you comply with all applicable laws; and

(f) you keep all of our materials, equipment, documents and other property (Our Materials) in safe custody at your own risk, and do not dispose of or use Our Materials other than in accordance with our written instructions or authorisation.

6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in 6.1 (Your Default):

(a) without prejudice to our rights set out in Appendix 2 (Community Guidelines) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under 14 (Termination);

(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and

(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

6.3 You will be solely responsible for record-keeping and monitoring success, such as the growth of your portfolio in connection with the Services, and you agree to make available such indicative results to us, as we reasonably request from time to time to assess the success of the Services. We undertake to ensure that the results, data and financial information you provide for this purpose shall be kept strictly confidential, unless you agree that they may be included in a public testimonial or in promotional materials, in which case you confirm that the data and information you provide to us for this purpose is both accurate, up to date. You acknowledge and agree that you will provide documentary evidence to us to substantiate your reported performance on our request.

7. Charges

7.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this 7.

7.2 The Charges are the prices quoted on our site at the time you submit your order and confirmed in the Order Form.

7.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

7.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see 7.7 for what happens if we discover an error in the price of the Services you ordered.

7.5 Our Charges may change from time to time, but changes will not affect any order you have already placed.

7.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

7.7 It is always possible that, despite our reasonable efforts, some of the Services on our website may be incorrectly priced. If the correct price for the Services is higher than the price stated on our website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.

8. How to pay

8.1 Payment for the Services is in advance. We will take your payment upon acceptance of your order.

8.2 You can pay for the Services using a debit card or credit card. We accept payment via the following methods:

Visa;

Mastercard;

PayPal;

Wise;

direct bank transfer,

and such other methods as may be expressly indicated on the website from time to time.

8.3 We will send you an electronic invoice within seven (7) days of the beginning of the month following payment. For any failed or cancelled payments, an administration fee will be levied.

8.4 For certain services we may allow you to make payment at regular intervals, as explained to you during the order process. If your product is goods (rather than digital content or services), you will own it once we have received payment in full.

8.5 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under 14 (Termination):

(a) you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 8.5 will accrue each day at 4% a year above the [insert bank] base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

(b) we reserve the right to apply an administration charge of £50.00 (or the equivalent in your local currency) to account for the additional costs we incur if your account is not settled within three (3) working days of the payment due date. This will be added to the outstanding payment and notified to you in writing.

8.6 We will follow the following process in respect of late payments:

(a) a payment reminder will be sent to your registered email address one (1) day after the specified due date notifying you that the payment is overdue;

(b) a further payment reminder will be sent to your registered email address three (3) days after the due date advising that a late payment fee of £50.00 (or the equivalent in local currency) has been applied; and

(c) a final payment reminder will be sent to your registered email address seven (7) days after the due date advising that your access to the Services has been suspended and that the Contract is at risk of termination if you fail to settle your account in full within fourteen (14) days of the due date; and

(d) you will be notified via your registered email address fourteen (14) days after the due date that the Contract has been terminated for breach of our payment terms.

8.7 In these circumstances we reserve the right to take legal action and to refuse your participation, in any other services we offer or communities we organise.

8.8 You agree that any dispute you may have with respect to fees paid under the Contract will be addressed directly between you and us. You agree not to file a claim, or seek a chargeback from your card issuer or card scheme for fees paid under this Agreement. Where you seek and secure a chargeback of fees you were properly due to pay us, you acknowledge that this will be a material breach of the Contract and will result in the forfeit of all Services that have not yet been performed with no right of refund. In these circumstances we will owe no further obligations to you.

9. Complaints and Refunds

If a problem arises or you are dissatisfied with the Services or you require a refund of the Services, we have a comprehensive complaints and refund policy, see Complaints Policy and Refund Policy.

10. Intellectual property rights

10.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us or our licensees.

10.2 Subject to receipt of the relevant Charges in full, we agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy any training materials or other deliverables specified in the Order Form (excluding materials provided by you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this 10.2.

10.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us (including to all Contributions as referred to in Appendix 2 (Community Guidelines)) for the term of the Contract for the purpose of providing the Services to you and for any such additional period as required to allow us to exercise our rights under the Contract.

10.4 We may operate groups, message boards, chats and interactive forums on third party platforms, such as Facebook. Any user failing to comply with our Community Guidelines may be expelled from and refused access to, the message boards, chats or other public forums in the future. We or our designated agents may remove or alter any user-created content at any time for any reason. Groups, chats and other public forums are intended to serve as discussion centers for users and subscribers. Information and content posted within these public forums may be provided by company staff, their outside contributors, or by users not connected with the company, some of whom may employ anonymous usernames. The company expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in these forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any such content.

10.5 For further information on how to use interactive forums in connection with the Services please refer to Appendix 2 (Community Guidelines)

11. How we may use your personal information

11.1 We will use any personal information you provide to us to:

(a) provide the Services;

(b) process your payment for the Services; and

(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us (and where applicable subject to us collecting the appropriate consent from you).

11.2 We will process your personal information in accordance with our DATA PROTECTION, the terms of which are incorporated into this Contract.

12. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

12.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding AED [AMOUNT] per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.

12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) any other liability which cannot be limited or excluded by law.

12.3 Subject to 12.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings or opportunities;

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

(f) loss of or damage to goodwill; and

(g) any indirect or consequential loss.

12.4 Subject to 12.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract during the twelve month period immediately prior to the date on which the claim arose.

12.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

12.6 This will survive termination of the Contract.

13. Confidentiality

13.1 Subject to clause 13.2, we each undertake that we will not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by 13.2 or the terms of this Contract.

13.2 We each may disclose the other's confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this;

(b) in the event that we agreed in writing to do so from time to time; and

(c) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations or exercising our rights under the Contract.

13.4 You agree that we may, without notice, use photographs or video testimonies for publicity purposes to be used on our social media, website or other media or advertising. You agree to sign a supplemental consent form on our request for this purpose.

13.5 Information shall not be deemed as confidential information if it is:

(a) publicly available prior to this Contract or becomes publicly available without either party breaching any of the confidentiality obligations under this clause 13; or

(b) already in either party's possession and was lawfully received from another source.

14. Termination, consequences of termination and survival

14.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;

(b) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy1;

(c) you publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning us or any entity within our Group that in our reasonable opinion will have a negative impact on our reputation.

14.2 Consequences of termination

(a) On termination of the Contract you must return all of Our Materials. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.

(b) Termination of the Contract will not affect yours or our rights and remedies that have accrued as at termination.

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

15. Events outside our control

15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

15.3 You may cancel the Contract if an Event Outside Our Control has affected the delivery of the Services and has continued for more than 60 days. To cancel please email us at [email protected].

15.4 If you cancel in accordance with clause 15.3 we will refund the Charges you have paid, less the Charges reasonably and actually incurred us by in providing the Services up to the date of the occurrence of the Event Outside Our Control.

16. Non-solicitation

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

17. Communications between us

17.1 When we refer to "in writing" in these General Terms, this includes email.

17.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid courier, or email.

17.3 A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt;

(b) if sent by pre-paid courier, on signature of a delivery receipt; or

(c) if sent by email, at 9.00 am the next working day after transmission in the country of receipt.

17.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was signed for at the correct delivery address of the recipient and, in the case of an email, that such email was sent to the specified email address of the addressee.

17.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

18. General

18.1 Assignment and transfer

(a) We may assign or transfer our rights and obligations under the Contract to another entity.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

18.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

18.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

18.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

18.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

18.6 Governing law and jurisdiction. The Contract is governed by English law and, except where prohibited and without limitation to any statutory rights for consumers, we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to be finally settled by arbitration in accordance with the Rules of the London Court of International Arbitration ("Rules"), which Rules are deemed to be incorporated by reference in this clause 18.6. The number of arbitrators shall be one (1). The Parties shall jointly appoint an arbitrator but failing agreement, the arbitrator shall be appointed by the President of the London Court of International Arbitration. The seat of the arbitration shall be the ADGM, the venue of the arbitration shall be Abu Dhabi, UAE and the language used in the arbitral proceedings shall be English. Either Party may enforce the award of the arbitral tribunal before any competent court.

Appendix 2

Community Guidelines

1. What's in these terms?

These Community Guidelines set out the content standards that apply when you upload content to our website, make contact with other users on our website, link to our website, or interact with our website in any other way.

2. Who we are and how to contact us

https://welcome.gpwn.co is a website operated by GPWN Management Consultancies LLC ("we", "us", "our"). We are registered in the Emirate of Dubai, United Arab Emirates and operate under commercial licence number 1019251 and have our registered office at Office 610, CEO Building, Dubai Investment Park, Dubai, United Arab Emirates. Our VAT number is 104032788200003.

We are a limited liability company.

To contact us, please email at [email protected] (for refunds and cancellations) or at [email protected] (for active client concerns).

3. By using our site you accept these terms

By using our website, you confirm that you accept the terms of these guidelines and that you agree to comply with them.

If you do not agree to these terms, you must not use our website or our Services.

We recommend that you print a copy of these guidelines for future reference.

4. There are other terms that may apply to you

Our General Terms will also apply to any Services you procure from us.

5. We may make changes to the terms of these guidelines

We amend these terms from time to time. Every time you wish to use our website or our Services, please check these terms to ensure you understand the terms that apply at that time.

 6. Prohibited uses

You may not use our website nor any aspect of our Services:

In any way that breaches any applicable local, national or international law or regulation.

In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

For the purpose of harming or attempting to harm minors in any way.

To bully, insult, intimidate or humiliate any person.

In any way that is disruptive or which negativity impacts other members of the community or our instructors, such as refusing to cooperate with us or refusing to contribute or input into sessions.

To send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards set out in these guidelines.

To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

In any way that involves child sexual exploitation or abuse.

To upload terrorist content.

You also agree:

Not to reproduce, duplicate, copy or re-sell any part of our website or our Services in contravention of the provisions of these guidelines, our General Terms or the applicable law.

Not to promote, advertise or sell products or services, or to make donations of any kind, nor otherwise to solicit customers, without our express written approval.

Not to gather for marketing or any other commercial purposes any email addresses or other personal information that has been posted by other users of our website or Services.

Not to access without authority, interfere with, damage or disrupt:any part of our website or Services;

any equipment or network on which our website is stored or our Services operate;

any software used in the provision of our website or Services; or

any equipment or network or software owned or used by any third party.

7. Interactive services

We may from time to time provide interactive services on our website, including, without limitation:

Video-sharing facilities;

Chat rooms; and/or

Bulletin boards,

(collectively "interactive services").

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users from third parties when they use any interactive service provided on our website, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our website, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not fool proof. Minors who are using any interactive service should be made aware of the potential risks to them.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

We do not store terrorist content.

8. Content standards

These content standards apply to any and all material which you contribute to our website or in connection with the use of our Services (Contribution), and to any interactive services associated with them.

The content standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.

We will determine, in its discretion, whether a Contribution breaches the content standards.

A Contribution must:

Be accurate (where it states facts).

Be genuinely held (where it states opinions).

Comply with the law applicable in the country from which it is posted.

A Contribution must not:

Be defamatory of any person.

Be obscene, offensive, hateful or inflammatory.

Bully, insult, intimidate or humiliate.

Promote sexually explicit material.

Include child sexual abuse material.

Be disparaging of us or our services (complaints can be referred to us through the official channels notified to you on our website).

Promote violence.

Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

Infringe any copyright, database right or trade mark of any other person.

Be likely to deceive any person.

Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

Promote any illegal content or activity.

Be in contempt of court.

Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.

Be likely to harass, upset, embarrass, alarm or annoy any other person.

Impersonate any person or misrepresent your identity or affiliation with any person.

Give the impression that the Contribution emanates from us, if this is not the case.

Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.

Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.

Contain any advertising or promote any services or web links to other websites.

For the avoidance of doubt, for any Contribution in the form of video content:

You must tell us immediately, if you upload a video containing any of the following: criminal material (relating to terrorism, sexual exploitation of children, child pornography, racism and xenophobia), unclassified or unclassifiable videos, videos rated R18 or suitable for R18 rating and other material that might impair the physical, mental or moral development of persons under the age of 18 (restricted material).

You must not upload a video containing harmful material or material which is contrary to public order or Islamic norms

Any advertising included in a video you upload must not:

prejudice respect for human dignity;

include or promote discrimination based on sex, racial or ethnic origin, nationality, religion or belief, disability,

age or sexual orientation;

encourage behaviour prejudicial to health or safety;

encourage behaviour grossly prejudicial to the protection of the environment;

cause physical, mental or moral detriment to persons under the age of 18;

directly exhort such persons to purchase or rent goods or services in a manner which exploits their inexperience or credulity;

directly encourage such persons to persuade their parents or others to purchase or rent goods or services;

exploit the trust of such persons in parents, teachers or others; or

unreasonably show such persons in dangerous situations.

You must use the functionality provided on our website or in connection with any of our Services to declare whether, as far as you know or can reasonably be expected to know, any video contains advertising.

9. Breach of these guidelines

When we consider that a breach of these Community Guidelines has occurred, we may take such action as we deem appropriate.

Failure to comply with these Community Guidelines constitutes a material breach of the General Terms upon which you are permitted to use our website and access our Services, and may result in our taking all or any of the following actions:

Immediate, temporary or permanent withdrawal of your right to use our website or to receive our Services.

Immediate, temporary or permanent removal of any Contribution uploaded by you to our website.

Issue of a warning to you.

Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

Further legal action against you.

Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by applicable law.

We exclude our liability for all action we may take in response to breaches of these Community Guidelines. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate

Appendix 3

Automation Package Terms and Conditions

1. Application of the Automation Package Terms and Conditions

1.1 These Automation Package Terms and Conditions (AP T&Cs) shall only apply where the Services include the provision of the services of the Automation Package.

1.2 The General Terms will continue to apply to the Automatic Package to extent not inconsistent with the AP T&Cs.

1.3 The General Terms shall continue to apply in full to all other Services should the Services comprise more than one service (i.e. not just the Automation Package).

2. Participation in Automation Package

2.1 Subject to Clause 3.3 of these AP Terms and Conditions, your ability to obtain the Services specific to the Automation Package are strictly subject to you satisfying the following requirements:

(a) entering into the Sourcing Agreement with, and paying the relevant fees to, the relevant GPWN Group Member;

(b) the incorporation of the limited liability company (Client SPV) by no later than the date that is fourteen (14) days following the Effective Date;

(c) within five (5) Business Days of the incorporation of the Client SPV, procuring the Client SPV to accept an assignment of the Sourcing Agreement and to enter into any documentation required by the relevant GPWN Group Member to give effect to such assignment;

(d) simultaneously with the Client SPV's entry into the Sublease pursuant to Clause 2.1(e)(ii) of these AP T&Cs, procuring the Client SPV to enter into the Management Agreement with the relevant GPWN Group Member; and

(e) upon the Unit(s) being sourced pursuant to the Sourcing Agreement:

(i) paying to the relevant GPWN Group Company under the Management Agreement the relevant capital to be employed with respect to each Unit as determined pursuant to Clause 3.4 of these AP T&Cs; and

(ii) within five (5) Business Days of the Unit(s) being sourced by the relevant GPWN Group Member pursuant to the Sourcing Agreement, procuring the Client SPV to enter into a sublease for the, or each, Unit with the relevant GPWN Group Member (each a Sublease) and paying to the relevant GPWN Group Member:

(A) the security deposit due under each Sublease; and

(B) the first instalment of rent due under the Sublease, which may vary from one (1) to three (3) months' rent.

2.2 You acknowledge that GPWN shall bear no liability whatsoever for the performance of the relevant services or obligations under the Sourcing Agreement, the Management Agreement, and the Sublease by the relevant GPWN Group Member. Liability for the same shall rest with the relevant GPWN Group Member, subject always to the terms of the Sourcing Agreement, the Management Agreement, or the Sublease (as the context requires).

2.3 If the Sourcing Agreement, the Management Agreement and/or any Sublease is terminated (other than due to the natural expiry of the term under the relevant agreement or due to the completion of the relevant services thereunder), GPWN shall be entitled to immediately cease providing this aspect of the Services to you and GPWN shall be under no obligation to refund the Capital Employed and any of the Charges you have paid to date.

3. Incorporation of the Client SPV

3.1 GPWN shall not be responsible for procuring the incorporation of the Client SPV. You must complete the incorporation of the Client SPV by no later than the date required by Clause 2.1(a) and you should seek advice from an independent third party as to most appropriate corporate structure that is suitable for you having regard to your personal circumstances and overall objectives.

3.2 You acknowledge that a failure to comply with the requirements of Clause 3.1 of these AP T&Cs may result in you:

(a) not being able to secure the preferred units that will be utilised as part of the Automation Package; or

(b) no longer eligible to obtain the benefit of the Services comprising the Automation Package.

3.3 Should you fail to incorporate the Client SPV within the time period required by Clause 2.1(a) of these AP T&Cs (or such later date as may be agreed to in writing by GPWN in its discretion), it will be at GPWN's discretion as to whether it will continue to provide the aspect of the Services comprising the Automation Package to you. Should GPWN:

(a) Elect to continue providing this aspect of the Services, you shall be required to enter into the Sourcing Agreement, the Management Agreement, and each Sublease (in lieu of the Client SPV); or

(b) elect not to continue providing this aspect of the Services, you shall not be entitled to a refund of the Charges.

3.4 Upon the incorporation of the Client SPV pursuant to this Clause 3, the Client shall:

(a) comply with its obligations under Clause 2.1(c) of these AP T&Cs; and

(b) assign this Contract to the Client SPV and shall sign and documentation required by GPWN to give effect to the assignment pursuant to this Clause 3.4.

4. Employment of Capital

4.1 You acknowledge that you will be required to employ additional capital to enable the, or each, Unit to be fitted out and furnished (as applicable) to a high standard, with the requirement to employ this capital in addition to the requirement to pay the Charges and the amounts due pursuant to Clause 2.1(e) of these AP T&Cs. You acknowledge that you will remain obliged to pay rent under the Sublease and the charges under the Management Agreement regardless of whether the Unit(s) is, or are, generating sufficient revenue to cover such costs and you shall remain responsible for ensuring you have ongoing access to sufficient capital to meet your contractual obligations.

4.2 The capital you will be required to employ in respect of the, or each, Unit will ultimately depend on the location, size and the existing fixtures, fittings and furnishing (including loose items) of the, or each, Unit. The capital to be employed will be discussed during your initial business planning meeting and will have regard to your desired return on the employed capital. You acknowledge that any estimate agreed to during the initial business planning meeting, is indicative only and the actual capital required to be employed for the, or each, Unit shall be notified by the relevant GPWN Group Member when that GPWN Group Member presents the opportunity to you pursuant to the Sourcing Agreement.

4.3 Should you elect to proceed with the opportunity presented to you by the relevant Group Company pursuant to the Sourcing Agreement, you will pay the required capital amount (as confirmed by the relevant Group Member pursuant to the Sourcing Agreement) in full to relevant GPWN Group Company pursuant to the Management Agreement (being the Capital Employed).

4.4 The Capital Employed, as determined, and paid by you pursuant to, Clause 4.3, shall, subject to Clause 5 of these AP T&Cs, form the basis of calculating the return under the Minimum ROCE.

4.5 In accordance with the terms of the Management Agreement and to the extent that a portion of the capital employed has been utilised towards the purchase of any fixtures, fittings, furniture, or loose items, ownership in the same shall remain with the relevant GPWN Group Company and title shall not in any circumstances whatsoever, transfer to you, or vest in your favour.

5. Minimum Return on Capital Employed

5.1 This Clause 5 of these AP T&Cs shall not apply where only one (1) Unit is included in the Automation Package.

5.2 Upon you satisfying the requirements of Clause 2 of these AP T&Cs and the Capital Employed for each Unit being determined in accordance with Clause 4 of these AP T&Cs, GPWN shall procure the provision of the Minimum ROCE from the relevant GPWN Group Member.

5.3 You acknowledge that GPWN shall bear no liability for the performance of the obligations under the Minimum ROCE by the relevant GPWN Group Member. Liability for the same shall rest with the relevant GPWN Group Member, subject always to the terms of the Minimum ROCE.

6. Substitution of Unit(s)

6.1 You acknowledge that the ability for the relevant GPWN Group Member to sublease the, or each, Unit to you is subject always to the overarching Head Lease with respect to the, or each, Unit remaining in place. There may be circumstances where:

(a) the head landlord exercises a contractual break right under the Head Lease in respect of a Unit; or

(b) the GPWN Group is of the reasonable opinion that the, or the relevant, Unit is not performing and will not provide an optimal return on the Capital Employed.

6.2 Should:

(a) Clause 6.1(a) of these AP Terms and Conditions apply, GPWN shall, in consultation with the relevant member of the GPWN Group, consult with you in relation to the sourcing of a substituted unit for the balance of the three (3) year period remaining under the Automation Package. In such circumstances:

(i) no additional sourcing fee shall be payable to GPWN or the relevant member of the GPWN Group;

(ii) you will be required to employ additional capital for the substituted unit; and

(iii) subject to Clause 5.1 of these AP T&Cs, the Minimum ROCE shall be subject to adjustment on account of the substitution, and you acknowledge that the minimum return offered under the Minimum ROCE may reduce on account of the:

(A) new capital to be employed pursuant to Clause 6.2(a); and

(B) the period remaining in the original three (3) year operational cycle, unless GPWN and the relevant GPWN Group Member(s) agree, in each of their discretion, to an extension of the three (3) year operational cycle.

(b) Clause 6.1(b) of these AP Terms and Conditions apply, GPWN shall consult with you in relation to the proposal to substitute the, or the relevant, Unit with an alternate unit for the balance of the three (3) year period remaining under the Automation Package and any variations to the terms that will apply to the Automation Package as a result of such substitution, which, subject to Clause 5.1 of these AP T&Cs, may include an amendment to the Minimum ROCE.

7. No Guarantee, Representation or Warranties

7.1 Without limiting Clause 4.3 of the Order Form and, subject to Clause 5.1 of these AP T&Cs, the Minimum ROCE, you acknowledge and agree that GPWN does not, nor does any other GPWN Group Member, represent, warrant or guarantee, nor have you relied on any representation, warranty or guarantee as to the revenue that will be generated by the Units and consequently the return on your Capital Employed by participating in the Automation Package, with the return generated ultimately subject to usual market forces.

7.2 Any financial models provided by GPWN are for illustrative purposes only and you should carefully review the material provided and supplement it with your own research and diligence as you consider appropriate, including seeking independent advice from legal, tax, accountancy and other professional or specialist advisors. GPWN and any other GPWN Group Member shall not be held responsible for any decision made by you or any third party in this regard as a result of this aspect of Services.

8. Termination of Services

8.1 Subject to Clause 8.2 of these AP T&Cs, Clause 4 of the General Terms shall apply to this aspect of the Services.

8.2 Notwithstanding Clause 8.1 of these AP Terms and Conditions, at any time prior to the date that is the first (1st) anniversary of the date on which the Automation Package went live (i.e. the date on which the relevant GPWN Group Company countersigns the Sublease), you will be entitled to terminate the Contract (insofar as its relates to the Automation Package) without cause and should the termination occur after the expiry of the period set out in Clause 4.1 of the General Terms:

(a) you will not be entitled to a refund of the Charges; and

(b) GPWN shall reimburse you an amount equivalent to sixty percent (60%) of the Capital Employed less any revenue paid to you by the relevant GPWN Group Member in accordance with the terms of the Management Agreement (CE Refund), with the CE Refund to be paid to you in either one lump sum payment or in one or more instalments, with the timing and frequency of such payment or payments to be determined by GPWN in its sole discretion, subject always to the CE Refund being paid to you in full by no later than the date that is six (6) months following the date of termination.

8.3 Should you fail to provide notice within the timeframe required by Clause 8.2, you acknowledge that you will no longer be entitled to terminate the provision of this aspect of the Services pursuant to this Clause 8 of these AP Terms and Conditions unless otherwise agreed by GPWN in its sole discretion.

[Last Updated: 1/22/2024]