Terms and Conditions of Service

Kitchen Savers edition of the Standard Terms and Conditions of Time Savers Limited

Client

The business accepting in Kitchen Savers

Date

Date of acceptance

Service

Kitchen Savers

Version

2.3, October 2026

Parties

These Terms and Conditions ("Terms") govern the provision of services by:

Service Provider: Time Savers Limited, a company registered in Guernsey with company number 78775, incorporated on 7 September 2026, whose registered office is at Smugglers Cove, Rue de la Vallée, Torteval, Guernsey, GY8 0PW ("Time Savers", "we", "us")

Client: the business that accepts these Terms in Kitchen Savers, as recorded at the time of acceptance ("the Client", "you")

Together referred to as "the Parties".

Engagement Details

• Services: Kitchen Savers, as described in the Kitchen Savers Terms
• Fees: As agreed with the Client in writing

1. Definitions

In these Terms:

"Services" means the services described under Engagement Details, together with any other workflow automation, compliance tools, software development, process improvement, and/or related professional services agreed between the Parties.

"Deliverables" means any work product, software, documentation, reports, or other outputs produced by Time Savers in connection with the Services.

"Scoping Document" means the written document produced following a paid scoping phase, setting out the proposed build, timeline, and cost estimate.

"Fees" means the fees set out under Engagement Details, together with any other charges payable by the Client for the Services as set out in the relevant proposal, invoice, or written agreement.

"Confidential Information" means any information disclosed by one Party to the other that is marked confidential or that a reasonable person would consider confidential given its nature and the circumstances of disclosure.

"Support" means the ongoing support or maintenance of Deliverables provided by Time Savers in return for a monthly support or maintenance fee.

"Working Day" means any day other than a Saturday, a Sunday, or a public holiday in Guernsey.

2. Engagement and Scope

2.1 Time Savers will provide the Services as agreed in writing between the Parties, whether by email, proposal, scoping document, or signed agreement.

2.2 Any changes to the agreed scope of Services must be agreed in writing by both Parties before work on the changed scope begins.

2.3 Time Savers reserves the right to decline any engagement or request for additional work outside the agreed scope without providing reasons.

2.4 Where a scoping phase is agreed, no build or development work will commence until the scoping phase is complete and a separate written agreement for the build is entered into by both Parties.

2.5 Where the Client receives Support, Time Savers will respond to any fault reported by the Client by email to info@timesavers.gg within two Working Days of the report. A response means acknowledging the fault and confirming the next steps. It is not a commitment to resolve the fault within that period.

2.6 Support includes:

• Bug fixes, meaning the correction of any Deliverable that does not work as agreed
• Small changes to existing Deliverables, such as adjustments to wording, fields, filters, formatting, or settings

2.7 The following are not included in Support and will be quoted separately:

• New connections to additional systems, platforms, or data sources
• New report types
• Anything structural, including changes to the design, data structure, or underlying logic of a Deliverable

2.8 Where Time Savers considers that a request falls under clause 2.7, it will tell the Client and provide a written quote before starting the work. Work quoted under clause 2.7 is a change to the agreed scope for the purposes of clause 2.2.

3. Fees and Payment

3.1 Fees are as set out under Engagement Details and in the relevant proposal or invoice provided to the Client.

3.2 Unless otherwise agreed in writing, payment terms are as follows:

• Scoping fees are payable in full prior to scoping work commencing
• Build fees are payable as set out in the project proposal, typically 50% upon agreement and 50% upon completion
• Monthly support or maintenance fees are payable monthly in advance

3.3 Invoices are due within 14 days of the invoice date unless otherwise agreed in writing.

3.4 Time Savers reserves the right to charge interest on overdue invoices at a rate of 5% above the Bank of England base rate, accruing daily from the due date until the date of payment.

3.5 Time Savers reserves the right to suspend Services where invoices remain unpaid beyond 30 days of the due date.

3.6 All fees are quoted exclusive of any applicable taxes unless otherwise stated.

4. Scoping Fees

4.1 Where a scoping phase is agreed, the scoping fee covers the technical mapping, requirements gathering, and production of a Scoping Document.

4.2 The scoping fee is non-refundable regardless of whether the Client proceeds to a build engagement following the scoping phase.

4.3 Where the Client proceeds to a build engagement with Time Savers following the scoping phase, the scoping fee will be credited in full against the total build cost.

4.4 The scoping fee will not be credited against any engagement with a third party other than Time Savers.

5. Delivery and Timelines

5.1 Time Savers will use reasonable endeavours to meet any agreed timelines or delivery dates.

5.2 Timelines are estimates only and are not guaranteed unless expressly stated in writing as fixed deadlines.

5.3 Time Savers shall not be liable for delays caused by the Client's failure to provide information, access, approvals, or instructions in a timely manner.

5.4 Where delays are caused by third party platforms, APIs, or services outside Time Savers' control, Time Savers will notify the Client promptly and work to resolve the delay with reasonable effort.

6. Client Obligations

The Client agrees to:

6.1 Provide Time Savers with all information, access, and approvals reasonably required to deliver the Services in a timely manner.

6.2 Ensure that any information provided to Time Savers is accurate and complete to the best of the Client's knowledge.

6.3 Designate a named point of contact who is authorised to provide instructions and approvals on behalf of the Client.

6.4 Notify Time Savers promptly of any changes to requirements, systems, or circumstances that may affect the delivery of the Services.

6.5 Pay all invoices in accordance with these Terms.

6.6 Acknowledge that, where the Services involve a tool provided by Time Savers, the tool supports the Client's own records and processes and does not replace them, and that the Client remains responsible for meeting its own regulatory and record-keeping obligations.

7. Intellectual Property

7.1 All intellectual property rights in Deliverables produced by Time Savers specifically for the Client under a paid engagement shall transfer to the Client upon receipt of full payment for those Deliverables.

7.2 Time Savers retains all intellectual property rights in its own tools, frameworks, methodologies, and pre-existing materials used in delivering the Services.

7.3 Time Savers reserves the right to use general knowledge, skills, and experience gained during an engagement for future clients, provided no Confidential Information of the Client is disclosed.

7.4 The Client grants Time Savers a non-exclusive licence to use the Client's systems, data, and materials solely to the extent necessary to deliver the Services.

8. Confidentiality

8.1 Each Party agrees to keep the other Party's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent.

8.2 Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving Party
• Was already known to the receiving Party prior to disclosure
• Is required to be disclosed by law or regulatory authority

8.3 Confidentiality obligations under this clause shall survive termination of the engagement for a period of three years.

8.4 Time Savers may only reference the Client's name or the Services in its marketing with the Client's prior written consent.

8.5 Despite clause 8.1, either Party may disclose the other Party's Confidential Information to its officers, employees, contractors and professional advisers, and Time Savers may disclose it to its sub-processors, where they need to know it for the purposes of the engagement, provided that the disclosing Party ensures they are bound by confidentiality obligations no less protective than those in this clause 8 and remains responsible for their compliance.

9. Data Protection

9.1 Where Time Savers processes personal data on behalf of the Client in connection with the Services, the Parties shall enter into a separate Data Processing Agreement governing such processing.

9.2 Each Party shall comply with its respective obligations under the Data Protection (Bailiwick of Guernsey) Law, 2017 and any applicable data protection legislation.

10. Liability and Indemnity

10.1 Time Savers shall not be liable for any indirect, consequential, special, or incidental loss or damage arising out of or in connection with the Services, including but not limited to loss of profit, loss of revenue, loss of data, or loss of business opportunity.

10.2 Time Savers' total liability to the Client under or in connection with these Terms shall not exceed the total Fees paid by the Client to Time Savers in the 12 months preceding the event giving rise to the claim.

10.3 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot lawfully be limited or excluded.

10.4 The Client shall indemnify Time Savers against any claims, losses, or damages arising from the Client's breach of these Terms or from inaccurate or incomplete information provided to Time Savers.

10.5 Time Savers holds professional indemnity insurance and cyber liability insurance, and will provide evidence of that cover to the Client on request. Nothing in this clause 10.5 extends or otherwise affects the limits on Time Savers' liability in clauses 10.1 and 10.2.

11. Warranties

11.1 Time Savers warrants that the Services will be performed with reasonable skill and care.

11.2 Time Savers does not warrant that Deliverables will be error-free or uninterrupted, or that they will meet any specific outcome or result not expressly agreed in writing.

11.3 The Client warrants that it has the authority to enter into this engagement and that the information it provides to Time Savers does not infringe the rights of any third party.

12. Termination

12.1 Either Party may terminate an engagement by giving 30 days' written notice to the other Party.

12.2 Either Party may terminate an engagement immediately by written notice if the other Party:

• Commits a material breach of these Terms that is not remedied within 14 days of written notice
• Becomes insolvent, enters administration, or ceases to trade
• Engages in conduct that is reasonably considered harmful to the other Party's reputation

12.3 Upon termination, the Client shall pay all outstanding Fees for work completed up to the date of termination.

12.4 Clauses 7, 8, 9, 10, 11, and 12.5 shall survive termination of an engagement.

12.5 On termination, the handling, return, and deletion of any personal data processed by Time Savers on behalf of the Client is governed by the Data Processing Agreement entered into under clause 9.1.

13. Force Majeure

13.1 Neither Party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond that Party's reasonable control, including but not limited to acts of God, government action, pandemic, or failure of third party systems or infrastructure.

13.2 The affected Party shall notify the other Party promptly and take reasonable steps to minimise the impact of the force majeure event.

14. General

14.1 These Terms constitute the entire agreement between the Parties in relation to the Services and supersede all prior discussions, representations, and agreements, except any non-disclosure agreement or Data Processing Agreement between the Parties, which continues in effect.

14.2 Any variation to these Terms must be agreed in writing by both Parties.

14.3 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Failure by either Party to enforce any provision of these Terms shall not constitute a waiver of that provision.

14.5 These Terms shall be governed by and construed in accordance with the laws of the Bailiwick of Guernsey.

14.6 Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of the Bailiwick of Guernsey.

15. Acceptance

By accepting these Terms in Kitchen Savers, together with the Kitchen Savers Terms and the Data Processing Agreement, the Client agrees to be bound by them. The person accepting confirms that they are authorised to do so on behalf of the Client. Time Savers keeps a record of each acceptance and emails the Client a copy.