For Partners and Independent Responders (United Kingdom)
Effective Date: 5 March 2026
Version: Draft v1.2

These terms incorporate the PSOS App and Website Terms and set out additional terms that apply to Partners and Responders.

1 Definitions and Acronyms

1.1 Defined Terms

In this pack, unless the context requires otherwise:

• Admin Portal means PSOS internal administrative interface used by authorised PSOS personnel.
• Callout means an emergency service request raised in the platform by a Site Manager.
• Callout Request means the dispatch request sent to a selected Responder before acceptance.
• Customer means an organisation that owns, operates, leases or manages one or more Sites containing HV assets.
• Dynamic Rate Charging means calculation of charges by the applicable rate band in force at each charging interval, including where a callout crosses rate periods.
• Equipment means a unique equipment record used in the platform data model and associated with one or more substations.
• Independent Responder means a self-employed Responder not acting as an employee or contractor of a Partner for the relevant callout.
• Management Portal means the web or app interface used by authorised account managers of Customers and Partners.
• Membership means paid access to platform functionality, separate from variable callout and materials charges.
• Partner means a company that employs or engages Responders and is onboarded to PSOS.
• Platform means the PSOS mobile app, management portal, APIs and related systems.
• Pre-authorisation Hold means a temporary payment hold placed at callout creation based on estimated callout value.
• Responder means a suitably qualified high-voltage engineer (including SAP, AP, AE, CE or equivalent) available for dispatch through the platform.
• Site means a physical location belonging to a Customer containing one or more substations and other relevant assets.
• Site Manager means a Customer-authorised individual able to create and manage callouts.
• Supplier means a party supplying goods, parts, consumables or related support services connected with callout delivery.
• Substation means a physical structure housing high-voltage equipment, including transformers, switches and associated components.
• Third-Party Provider means an external provider used to support functions such as payment, maps, notifications, analytics, real-time and identity validation.

1.2 Acronyms

• AE: Authorising Engineer Role/competence category.
• AP: Authorised Person Role/competence category.
• CE: Commissioning Engineer Role/competence category.
• CIS: Construction Industry Scheme Tax and withholding regime where applicable.
• DIN: Dangerous Incident Notice Operational incident notification category.
• GDPR: UK General Data Protection Regulation Read with Data Protection Act 2018.
• HV: High Voltage Industrial power infrastructure context.
• H&S: Health & Safety Health & Safety Act 1974.
• KYC: Know Your Customer Identity and verification processes.
• SAP: Senior Authorised Person Role/competence category.
• SLA: Service Level Agreement Performance and quality commitments.
• SOP: Suspension of Operational Process Operational process/safety notification category.

1.3 Interpretation

• References to legislation include amendments and replacement legislation in force from time to time.
• Words in the singular include the plural and vice versa.
• Headings are for convenience and do not affect interpretation.
• References to "including" or "includes" mean "including without limitation".

2 Platform Terms of Use

2.1 Parties and Acceptance

2.1.1 These Platform Terms apply to all users of the Platform.

2.1.2 By creating an account, logging in, or otherwise using the Platform, the relevant user and their organisation accept these Platform Terms.

2.2 Business Use Only

The Platform is provided for business and professional use in the high-voltage infrastructure context. Consumer terms are not intended to apply.

2.3 Facilitator Status

2.3.1 PSOS provides software, data and coordination tools.

2.3.2 PSOS acts as a marketplace facilitator and is not a contracting party to field engineering services delivered in response to a callout.

2.4 Priority and Role-Specific Terms

Where role-specific terms apply (for example Customer Terms, Partner and Responder Terms, or Supplier Terms), those terms apply in addition to these Platform Terms and prevail to the extent of any conflict.

2.5 User Roles

The Platform supports multiple roles, including Customer account users, Site Managers, Partner account users, Responders, Suppliers and PSOS administrators. Access permissions are role-based and may be changed for security or operational reasons.

2.6 Account Integrity and Identity Information

2.6.1 Each user must:

2.6.1.1 provide accurate registration and profile information;

2.6.1.2 keep all data current, including identity data, qualifications and company information;

2.6.1.3 maintain login credential confidentiality; and

2.6.1.4 notify PSOS promptly of suspected unauthorised access.

2.6.2 Responders must maintain a recent and identifiable profile photograph for site security and identity verification.

2.7 Data and Content Uploaded to Platform

Where a user uploads logos, photographs, videos, documents or other materials, the user grants PSOS a non-exclusive, worldwide, royalty-free licence to host, process, copy, adapt, publish within the Platform ecosystem, and otherwise use that material for operation, security, compliance, support, service development and legitimate promotion of the Platform.

2.8 User Warranties for Uploaded Content

2.8.1 Each user represents and warrants that:

2.8.1.1 it has all rights, permissions and lawful basis required to upload and share any content and personal data it provides through the Platform;

2.8.1.2 the content does not infringe intellectual property rights, confidentiality obligations, or privacy/data protection rights of any third party; and

2.8.1.3 content provided is not misleading and is provided in good faith for lawful operational use.

2.8.2 To the fullest extent permitted by law, the uploading party indemnifies PSOS against claims, losses, liabilities and reasonable costs arising out of breach of the above warranties.

2.9 Acceptable Use

2.9.1 Users must at all times comply with the terms of use set out in the PSOS App and Website Terms of Acceptable Use.

2.9.2 Users must not at any time:

2.9.2.1 misuse, disrupt, reverse engineer or attempt to compromise the Platform;

2.9.2.2 upload malicious code or unlawful material;

2.9.2.3 use platform information for unauthorised solicitation or competing services;

2.9.2.4 copy, download, screenshot or redistribute Customer site and asset information outside callout performance requirements;

2.9.2.5 impersonate any person or entity;

2.9.2.6 use Platform data in breach of confidentiality, data protection law, sanctions or export controls.

2.10 Operational Communications and Chat

2.10.1 The chat function between Site Managers and Responders is enabled only during an active callout.

2.10.2 After a callout becomes inactive, chat is read-only.

2.10.3 Chat records may be downloadable and erasable where in-app functionality supports this.

2.11 Location and Realtime Data

To support dispatch, safety and cost transparency:

2.11.1 Responder location may be processed while the Responder is online or on active dispatch;

2.11.2 realtime updates (for example, journey status and accumulating charges) may be shared with Customer users connected to the callout;

2.11.3 location processing is subject to these terms, the Privacy Notice and relevant operating system permissions.

2.12 Ratings, Review and Dispatch Priority

2.12.1 PSOS may collect and at its sole discretion use ratings and review data to support ranking, quality and trust controls.

2.12.2 Customer-facing Responder ratings are on a 0 to 5 star basis.

2.12.3 Customer reviews of Responders may influence priority and recommendation order.

2.12.4 Repeated low ratings and reliability concerns (including repeated acceptance followed by cancellation) may lead to strike allocation and reduced dispatch priority.

2.12.5 Customer ratings by Responders are for internal trust and safety use unless otherwise stated.

2.12.6 Supplier performance may be rated by Responders.

2.13 Third-Party Services

2.13.1 PSOS uses Third-Party Providers for infrastructure and service delivery (including payment processing, maps/navigation, push notifications, analytics, chat, realtime services and identity or qualification verification). Such integrations may change over time.

2.13.3 Use of such services may also be subject to the relevant third-party terms.

2.14 No Guarantee of Availability or Restoration

2.14.1 To the fullest extent permitted by law, the Platform is provided on an "as available" basis.

2.14.2 PSOS does not warrant uninterrupted or error-free availability.

2.14.3 Platform use and callout facilitation do not guarantee that electrical supply will be restored or that temporary repairs will provide long-term performance.

2.15 Decision Support and No Reliance

2.15.1 The Platform may present estimates, alerts, recommendations, ranking results, routing/ETA information, cost projections or other decision-support outputs. These are provided for operational convenience only and may be incomplete, inaccurate, delayed or incorrect.

2.15.2 Users must not rely solely on any Platform output for safety-critical decisions and must apply their own professional judgement, site rules and safety governance at all times.

2.16 Safety and Emergency Authorities

2.16.1 Customers remain responsible for contacting and coordinating statutory emergency services (police, fire, ambulance or equivalent) where required.

2.16.2 Platform use does not replace statutory reporting or emergency procedures.

2.17 Intellectual Property

2.17.1 All intellectual property rights in the Platform and related innovations, software, workflows, algorithms and know-how remain vested in PSOS or its licensors.

2.17.2 Except for the limited rights expressly granted, no rights are transferred.

2.18 Confidentiality

2.18.1 Each user agrees to keep confidential all non-public business, technical, operational and safety information accessed through the Platform.

2.18.2 Disclosure is permitted only where required for lawful callout performance, legal obligation, or with prior written consent.

2.19 Suspension and Termination

2.19.1 PSOS may at its sole discretion suspend or terminate accounts immediately and without giving period notice where necessary for security, legal compliance, fraud prevention, qualification expiry, material breach, repeated reliability failures or safety risks.

2.19.2 Suspension may be partial (feature-limited) or full.

2.20 Adverse Weather and Force Majeure

Response capacity or certain work activities may be limited, delayed or suspended without prior notice where weather or other events create safety or operational impracticability.

2.21 Changes to Terms and Platform Ownership

2.21.1 PSOS may amend these terms from time to time and will where applicable provide reasonable notice via in-app notification, email or portal notice.

2.21.2 If ownership or control of PSOS changes, relevant data and contracts may be transferred as part of that transaction, with notice to affected parties.

2.22 Notices

2.22.1 Legal notices to PSOS should be sent to the legal notices email address set out in Section 4.6. PSOS may send notices to users via email, in-app notification, portal notice, or other electronic means linked to the account.

2.22.2 Unless mandatory law provides otherwise, an email notice is deemed received on the next business day after sending.

2.23 Assignment

2.23.1 PSOS may assign, novate or otherwise transfer its rights and obligations under these terms to an affiliate or successor (including on a change of ownership).

2.23.2 Users may not assign, novate or otherwise transfer their rights or obligations without PSOS prior written consent.

2.24 Third Party Rights

Except as expressly stated, a person who is not a party to these terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

2.25 Entire Agreement and No Reliance

2.25.1 These terms (together with applicable role-specific terms and any signed bespoke agreement) constitute the entire agreement between the parties relating to the Platform use and supersede prior discussions and representations.

2.25.2 Each party agrees it has not relied on any statement, representation or warranty not expressly set out in these terms, except for liability that cannot lawfully be excluded.

2.26 Severability

2.26.1 If any provision (or part of a provision) is found invalid, illegal or unenforceable, it is deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

2.26.2 If modification is not possible, the relevant provision (or part) is deemed deleted.

2.26.3 The remainder remains in force.

2.27 Waiver

2.27.1 Any failure or delay by PSOS to exercise a right or remedy does not waive that right or remedy. A

2.27.2 waiver must be in writing and is limited to the circumstances for which it is given.

2.28 No Partnership or Agency

Nothing in these terms creates a partnership, joint venture, agency or fiduciary relationship between PSOS and any user, Partner, Responder, Supplier or Customer.

2.29 Time Limits for Claims

2.29.1 To the fullest extent permitted by law, a party must notify PSOS in writing of any claim relating to the Platform within 30 days of becoming aware of the circumstances giving rise to the claim.

2.29.2 Any legal proceedings against PSOS relating to the Platform must be commenced within 12 months of the date the cause of action arose.

2.29.3 This subsection does not apply to liability which cannot lawfully be limited or excluded.

2.30 Liability Baseline

2.30.1 Nothing in these terms excludes or limits liability where unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Subject to the above and any stricter cap in signed bespoke terms:

2.30.2 PSOS excludes liability for indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of contracts, loss of goodwill, loss of opportunity and loss of anticipated savings;

2.30.3 PSOS is not liable for loss arising from acts or omissions of Customers, Partners, Responders, Suppliers, network operators, utilities, emergency services, payment rails, telecoms providers, cloud providers, or other Third-Party Providers;

2.30.4 PSOS is not liable for interruption caused by cyberattack, force majeure events, internet outages, device failures, mapping or location inaccuracies, or third-party service degradation;

2.30.5 PSOS total aggregate liability in any 12-month period is limited to the lesser of (a) GBP 5,000 and (b) total fees actually paid by the relevant organisation to PSOS in that period; and

2.30.6 parties acknowledge that services are operationally time-critical and risk-managed, but not risk-eliminating.

2.31 Governing Law and Jurisdiction

These Platform Terms are governed by the laws of England and Wales. Courts of England and Wales have exclusive jurisdiction, except that PSOS may seek interim or injunctive relief in any competent jurisdiction.

3 Partner and Responder Terms

3.1 Application

These terms apply to:

3.1.1 Partner organisations onboarded to provide Responders; and

3.1.2 Independent Responders onboarded directly.

3.2 Status and Relationship

3.2.1 Nothing in these terms creates employment, worker status, agency, joint venture or partnership between PSOS and a Partner or Responder.

3.2.2 Partners and Responders act as independent service providers.

3.2.3 Partners are responsible for their employees and contractors.

3.3 Onboarding, Verification and Eligibility

Partners and Responders must complete onboarding, KYC checks and any competency verification required by PSOS, including collaboration workflows with industry bodies where integrated.

3.4 Qualification and Competency Maintenance

3.4.1 Responders must maintain current qualifications, licences, memberships, training and security clearances relevant to assigned works.

3.4.2 Partners must ensure all affiliated Responders maintain valid qualifications and competency evidence.

3.4.3 Expired or invalid credentials may result in immediate suspension from dispatch.

3.5 Responder Identity and Profile Requirements

Responders must maintain an accurate profile, including a recent identifiable profile photograph, contact details, current professional qualifications and role classification.

3.6 Availability, Location and Dispatch

3.6.1 Responders may receive callout notifications based on proximity, qualifications and/or customer preference.

3.6.2 When online or dispatch-enabled, responder location may be processed to support routing, ETA and safety.

3.6.3 Responders may accept or decline a callout request.

3.7 Acceptance, Cancellation and Reliability

3.7.1 Repeated acceptance followed by cancellation may result in strikes and reduced priority.

3.7.2 Where a responder-side cancellation occurs within 15 minutes of acceptance, no responder payment is due for that cancelled callout unless otherwise agreed.

3.7.3 Additional cancellation outcomes are set out in Section 4.3.

3.8 Service Delivery Standard

During an accepted callout, the Responder must:

3.8.1 act with professional care and in accordance with applicable law, standards and site safety rules;

3.8.2 use platform-provided data only for callout delivery;

3.8.3 submit completion records and work summaries accurately;

3.8.4 seek Site Manager sign-off on completion where practicable.

3.9 Temporary Works and Restoration Limits

3.9.1 Responders must deliver safe and proportionate emergency works.

3.9.2 Temporary fixes may be necessary and do not constitute a guarantee of long-term performance.

3.9.3 Emergency attendance does not guarantee restoration of power.

3.10 Confidentiality and Information Restrictions

3.10.1 Partner and Responder access to Customer site and asset information is strictly limited to callout-related purposes.

3.10.2 Saving, downloading, copying, screenshotting or redistributing such information outside authorised workflows is prohibited.

3.11 Ratings and Performance Management

3.11.1 Customer star ratings are on a 0 to 5 basis and adverse comments may affect dispatch ranking.

3.11.2 Consistent poor performance may lead to low-priority classification.

3.11.3 A strike model may be used; three strikes may trigger reduced dispatch priority, additional review or suspension.

3.12 Payment Terms

3.12.1 Subject to valid completion records and absence of dispute, payments to Partners and Independent Responders are made net 30 days from the date of work completion.

3.12.2 Disputed sums may be withheld pending the outcome of any investigation.

3.12.3 Payment processing may be via Third-Party Providers and subject to provider terms.

3.12.4 Tax treatment (including CIS where applicable) remains the responsibility of the receiving party unless law requires otherwise.

3.13 Insurance and Liability

3.13.1 Partner-affiliated work and fitted parts remain the liability of the relevant Partner.

3.13.2 Independent Responders must at all times maintain appropriate insurance cover and the Independent Responder remain liable for their negligence, misconduct and qualification failures.

3.13.3 PSOS may maintain group or contingent liability/indemnity insurance but this does not remove from the provider its obligations under law or contract to provide the same.

3.14 Insurance Requirements and Evidence

3.14.1 Partners and Independent Responders must at all times have and maintain insurance coverage appropriate to the high-voltage sector and the services they deliver, including where applicable:

3.14.1.1 public liability;

3.14.1.2 professional indemnity;

3.14.1.3 employer's liability (for Partners);

3.14.1.4 motor insurance for business use (where travel is required);

3.14.1.5 cover for tools and equipment (where relevant).

3.14.2 PSOS may require sight of evidence of cover at onboarding and at any time thereafter without notice.

3.14.3 Failure to maintain or evidence coverage may result in suspension of a Partner or Independent Responder until such time as evidence of insurance has been provided.

3.15 Indemnity in Favour of PSOS

To the fullest extent permitted by law, Partners and Independent Responders indemnify PSOS against any and all third-party claims, losses, liabilities and reasonable costs arising out of:

3.15.1 acts or omissions by the Partner or Independent Responder in connection with callout delivery (including negligence, misconduct, breach of site rules or unlawful conduct);

3.15.2 personal injury, death or property damage caused or contributed to by their acts or omissions;

3.15.3 breach of confidentiality or data protection obligations;

3.15.4 failure to maintain current qualifications, training, memberships or clearances;

3.15.5 employment, worker status, tax or similar claims by their personnel.

3.16 Liability Limit in Favour of PSOS

Nothing excludes non-excludable liability under law. Subject to that:

3.16.1 PSOS excludes liability for indirect or consequential loss, loss of profit, loss of contract, loss of goodwill and loss of opportunity;

3.16.2 PSOS is not liable for loss caused by Customer instructions, site conditions, utility/network outages, emergency authority decisions, or third-party system outages;

3.16.3 PSOS aggregate liability to a Partner or Independent Responder in any 12-month period is limited to the lesser of (a) GBP 5,000 and (b) total platform fees actually paid by that party to PSOS in that period.

3.17 Conduct and Compliance

Partners and Responders must comply with all UK anti-bribery, anti-money laundering, sanctions, health and safety, modern slavery and data protection laws.

3.18 Suspension and Termination

PSOS may suspend or terminate access for amongst other things material breach, safety risk, regulatory concern, fraudulent conduct, data misuse, payment fraud, repeated reliability failures or failure to maintain competency evidence.

3.19 Changes to Terms

PSOS may amend these terms on reasonable notice through app or portal communication channels.

4 Charges, Cancellation and Operational Policies

4.1 Role Data Sets (Non-Exhaustive)

PSOS and callout participants typically process the following categories of business and personal data (non-exhaustive and subject to role permissions):

4.1.1 Customer organisation: company name, VAT number, company registration number, CIS information (where applicable), billing and bank details, site addresses, contacts, asset and maintenance records, relevant SOP/DIN information.

4.1.2 Partner organisation: registered address, legal entity details, VAT and company registration details, operational contacts, bank details, branding assets, director details, insurance information, memberships and H&S contact details.

4.1.3 Responder: residential address, contact details, date of birth, role type, qualifications, training records, memberships, identity document metadata, nationality, security clearance status, emergency contact and bank details for Independent Responders.

4.1.4 Supplier: legal and trading identity data, contact and fulfilment data, billing records, compliance documentation and credit-risk information.

4.2 Charging Time Bands and Rounding

4.2.1 Standard rate period: Monday to Friday, 08:00 to 16:30.

4.2.2 Overtime 1 period: Monday to Friday, 16:31 to 08:00, and all day Saturday.

4.2.3 Overtime 2 period: Sunday and applicable bank holidays; callout fee may apply in addition.

4.2.4 Travel and on-site time are rounded up to 15-minute units.

4.2.5 Dynamic Rate Charging applies where a callout spans multiple time bands.

4.2.6 Travel cost may be constrained by an estimated upper boundary with margin control to reduce misuse risk.

4.3 Cancellation and Abortive Charges

4.3.1 Customer cancellation within 30 minutes: no cancellation charge.

4.3.2 Customer cancellation after 30 minutes: Customer pays (a) total amount accrued up to cancellation time, plus (b) an additional two hours at the applicable current Dynamic Rate Charging band at the cancellation timestamp.

4.3.3 Responder cancellation within 15 minutes of acceptance: no responder payment for that cancelled callout; no customer callout or travel charge by default unless abuse or fraud is detected.

4.3.4 Repeated responder accept-then-cancel: strikes and reduced priority; repeated behaviour may lead to suspension or deactivation.

4.3.5 Abortive callout due to access failure: full or partial callout charge may apply to Customer where attendance evidence exists.

4.3.6 PSOS administrative cancellation: PSOS may at its sole discretion cancel at any time for safety, legal, fraud, sanctions, technical integrity or operational reasons. No liability is accepted for direct or indirect loss, delay loss, replacement-provider cost or missed restoration targets. Where chargeable work has accrued before cancellation, those accrued sums may at the sole discretion of PSOS remain payable.

4.4 Third-Party Providers

4.4.1 PSOS may for the following reasons use, replace, add or remove Third-Party Providers without amending core terms, provided materially equivalent safeguards are maintained where legally required.

4.4.2 Payment processing and payout rails: membership charges, pre-authorisation holds, captures, payouts, reconciliations and refunds.

4.4.3 Maps, routing and location intelligence: routing, ETA estimation, travel-cost estimation support and location-aware dispatch.

4.4.4 Push-notification infrastructure: operational alerts and dispatch notifications.

4.4.5 Realtime messaging and data transport: in-callout messaging and real-time operational updates.

4.4.6 Identity, authentication and access control: login/authentication workflows, account protection and session controls.

4.4.7 Analytics and telemetry tooling: service usage analysis, reliability analysis and product improvement metrics.

4.4.8 Industry/qualification verification channels: competency and trust/safety verification workflows.

4.5 Liability and Insurance Allocation

4.5.1 Partner-affiliated work and fitted parts: liability primarily with the Partner.

4.5.2 Independent Responder work: liability primarily with that Independent Responder, subject to applicable insurance.

4.5.3 PSOS platform operations: liability subject to Platform Terms and role-specific caps/exclusions.

4.5.4 PSOS aggregate liability cap (where applicable under each role document): lesser of GBP 5,000 and fees paid to PSOS by the claiming party in the preceding 12 months.

4.5.5 Nothing excludes non-excludable liability under law.

4.6 Contact Details and Notices

• PSOS legal entity name and registered number: POWER SOS LTD (Company Number 15724918)
• legal status: Private limited company
• registered office address: Unit 2a Oldfields Court Galveston Grove, Fenton, Stoke-On- Trent, Staffordshire, England, ST4 3PE
• legal notices email: info@powersos.co.uk
• privacy requests email: info@powersos.co.uk
• general support and escalation email: info@powersos.co.uk

4.7 Open Commercial Variables

The following values may be completed in a signed commercial schedule before go-live:

• membership fee tiers and annual uplift formula;
• evidence standards for dispute investigation;
• any bespoke service-level credits (if agreed).

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