Client Terms and Conditions of Business

Leadership Services Limited · Company number 11535514 · 10 Watergate Row North, Chester, CH1 2LD

THIS AGREEMENT is made between:

(1) Leadership Services Limited, a company registered in England and Wales with company number 11535514, whose registered office is at 10 Watergate Row North, Chester, CH1 2LD ("Leadership Services"). 'Bailey & Associates' is a trading name of Leadership Services; and

(2) the organisation named as the client in the Schedule to each engagement ("the Client").

Background

(A) Leadership Services provides experienced senior executives, directors, and consultants ("Leaders") on a fractional or interim basis to clients of Leadership Services. Leaders are independent contractors who operate through their own limited companies.

(B) The Client wishes to engage Leadership Services to provide the Services of a Leader on the terms and conditions set out in this Agreement.

IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 In this Agreement, the following words and expressions have the following meanings:

"Agreement" means these terms and conditions together with any Schedule or Statement of Work executed by the parties.

"Business Day" means a day other than a Saturday, Sunday, or public holiday in England.

"Client" means the company identified in this Agreement as receiving the Services.

"Commencement Date" means the date specified in the Schedule or, if no date is specified, the date of last signature of this Agreement.

"Confidential Information" means all information of a confidential nature disclosed by one party to the other in connection with this Agreement (whether orally, in writing, or by any other means and whether directly or indirectly), including business plans, financial information, client lists, technical data, and know-how, but excluding information which is or becomes publicly available other than through a breach of this Agreement, or which was already known to the receiving party, or which is independently developed without reference to the disclosing party's information.

"Director" or "Leader" means the individual provided by Leadership Services to perform the Services for the Client.

"Fees" means the fees payable by the Client to Leadership Services as set out in the Schedule.

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, service marks, business names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Man Day" means a minimum of seven (7) hours of work performed on any weekday.

"Schedule" means the schedule to this Agreement setting out the specific engagement details, including scope, fees, and commencement date.

"Services" means the services to be provided by Leadership Services (through a Leader) to the Client as described in the Schedule.

"VAT" means value added tax chargeable under the Value Added Tax Act 1994 or any similar replacement or additional tax.

1.2 In this Agreement, unless the context otherwise requires:

(a) words in the singular include the plural and vice versa;

(b) a reference to a statute or statutory provision includes any modification, re-enactment, or extension of it and any subordinate legislation made under it;

(c) clause headings do not affect the interpretation of this Agreement; and

(d) a reference to writing or written includes email.

2. Services

2.1 Leadership Services shall provide the Services of a suitably experienced Leader to the Client as set out in the Schedule.

2.2 The Services will consist of advice and consultancy provided to the management of the Client on matters within the agreed scope set out in the Schedule.

2.3 Unless expressly agreed otherwise in writing, the Leader shall not be appointed as a statutory director of the Client (no Companies House AP01 filing shall be made).

2.4 The Leader shall not act as a shadow director of the Client within the meaning of section 251 of the Companies Act 2006.

2.5 Leadership Services shall select a suitable Leader, subject to the Client's prior approval. If the Client is not satisfied with the Leader, Leadership Services shall use reasonable endeavours to provide a suitable replacement within a reasonable timeframe.

2.6 The Services shall be provided at such times and locations as the Client and Leader may agree from time to time, having regard to the Client's reasonable requirements and the nature of the Services.

2.7 Leadership Services may, with the Client's consent (such consent not to be unreasonably withheld or delayed), substitute the Leader with an alternative individual of comparable experience and skill.

3. Client Obligations

3.1 The Client shall provide the Leader with reasonable access to its premises, systems, personnel, and information necessary for the proper provision of the Services.

3.2 The Client shall ensure a safe working environment for the Leader in accordance with all applicable health and safety legislation, including the Health and Safety at Work etc. Act 1974 and all regulations made thereunder.

3.3 The Client shall provide timely decisions, approvals, and information reasonably required by the Leader to perform the Services.

3.4 The Client acknowledges that Leadership Services' ability to provide the Services is dependent on the Client's fulfilment of its obligations under this Agreement. Leadership Services shall not be liable for any delay or deficiency in the Services to the extent caused by the Client's failure to comply with its obligations.

3.5 The Client shall not, without Leadership Services' prior written consent, direct the Leader to perform services outside the agreed scope set out in the Schedule.

4. Commencement and Duration

4.1 Leadership Services shall commence the Services on the Commencement Date and shall continue to provide the Services until this Agreement is terminated in accordance with clause 5.

4.2 The specific engagement details, including the scope of Services, Fees, and start date, shall be set out in the Schedule.

5. Termination

5.1 Either party may terminate this Agreement by giving not less than thirty (30) days' written notice to the other party.

5.2 Either party may terminate this Agreement immediately by written notice to the other party if the other party:

(a) commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within fourteen (14) days of being notified in writing to do so;

(b) becomes insolvent, or an order is made or a resolution is passed for its winding up (other than voluntarily for the purposes of solvent amalgamation or reconstruction), or an administrator, administrative receiver, or receiver is appointed over the whole or any part of its assets, or it makes any arrangement or composition with its creditors generally, or it ceases or threatens to cease to carry on business; or

(c) ceases or threatens to cease to carry on business.

5.3 On termination of this Agreement for any reason:

(a) the Client shall pay to Leadership Services all Fees and expenses due for Services provided up to and including the date of termination;

(b) each party shall return or destroy (at the disclosing party's option) all Confidential Information belonging to the other party and certify in writing that it has done so; and

(c) Leadership Services shall cooperate with the Client in providing a reasonable handover of any ongoing work, such handover not to exceed five (5) Business Days unless otherwise agreed in writing.

5.4 Termination of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination.

5.5 The following clauses shall survive termination of this Agreement: clause 1 (Definitions and Interpretation), clause 7 (Non-Solicitation and Recruitment Restriction), clause 8 (Intellectual Property), clause 9 (Confidentiality), clause 10 (Data Protection), clause 11 (Liability), clause 12 (Indemnification), clause 16 (Dispute Resolution), and clause 17 (General Provisions).

5.6 Refunds are not available in respect of Services already provided prior to the date of termination.

6. Fees and Payment

6.1 The Client shall pay to Leadership Services the Fees as set out in the Schedule. Fees may be structured as a monthly retainer or a daily rate per Man Day, as agreed in writing between the parties.

6.2 All Fees quoted are exclusive of VAT, which shall be payable by the Client in addition at the prevailing rate.

6.3 Expenses. The following provisions apply to expenses incurred by Leadership Services and/or the Leader in connection with the Services:

(a) Travel to principal premises — included. Unless otherwise agreed in writing, the Fees are inclusive of the Leader's expenses of travelling to and from the Client's principal place of business (as notified to Leadership Services from time to time), regardless of distance, including standard mileage and standard-class rail fares;

(b) Travel to other locations — rechargeable. Travel to any location other than the Client's principal place of business, at the Client's request or with the Client's agreement (including travel to Client subsidiaries, branches, customer sites, supplier sites, off-site meetings, conferences, or events), shall be recharged to the Client at cost;

(c) Mileage. Mileage incurred under sub-clause (b) shall be recharged at HMRC's then-current Approved Mileage Allowance Payment rates (currently £0.45 per mile for the first 10,000 miles in a tax year and £0.25 per mile thereafter), or such other rate as may be agreed in writing;

(d) Accommodation and subsistence. Where the Services require an overnight stay, reasonable accommodation and subsistence costs shall be recharged at cost. Accommodation costs in excess of £200 per night (inclusive of VAT) and subsistence in excess of £50 per day (inclusive of VAT) require the Client's prior written approval;

(e) International travel. All international travel (including flights, visas, international rail, international accommodation, ground transport, and associated subsistence) requires the Client's prior written approval and shall be recharged at cost. Flights shall be economy class for journeys of under six (6) hours and premium economy or business class (at the Client's election) for longer journeys, unless otherwise agreed in writing;

(f) Third-party costs, software, and equipment. Third-party costs (including software licences, subscriptions, equipment, materials, professional advisers, contractors, printing, courier, and other disbursements) incurred specifically for the Client's engagement shall be recharged at cost. Any single item or aggregated category of third-party cost in excess of £500 (exclusive of VAT) requires the Client's prior written approval;

(g) Invoicing and evidence. Recharged expenses shall be invoiced monthly in arrears on the same invoice as the Fees (or separately at Leadership Services' discretion), exclusive of VAT (which shall be added at the prevailing rate). Leadership Services shall, on request, provide the Client with copies of receipts, invoices, or other reasonable evidence supporting any rechargeable expense. Disputed expense items shall be raised by the Client in writing within fourteen (14) days of the invoice date; failing which the relevant expense shall be deemed accepted.

6.4 Leadership Services shall invoice the Client on the last Business Day of each calendar month in respect of the Services provided during that month.

6.5 Payment of each invoice is due by the fifteenth (15th) day of the month following the date of the invoice.

6.6 Leadership Services' preferred method of payment is direct debit. The Client shall, if requested by Leadership Services, complete and return a direct debit mandate within fourteen (14) days of such request.

6.7 If the Client fails to make any payment due under this Agreement by the due date, Leadership Services reserves the right to:

(a) claim interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time) from the due date until payment is made in full, whether before or after judgment;

(b) claim reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and

(c) suspend the provision of the Services on seven (7) days' written notice to the Client until all outstanding amounts (including interest and recovery costs) have been paid in full.

6.8 The Fees shall be reviewed on each anniversary of the Commencement Date. Leadership Services shall give the Client not less than thirty (30) days' written notice of any proposed increase in Fees. Any increase shall be reasonable and reflective of market conditions. If the Client does not accept the revised Fees, the Client may terminate this Agreement in accordance with clause 5.1.

7. Non-Solicitation and Recruitment Restriction

7.1 The Client shall not, without the prior written consent of Leadership Services, at any time from the Commencement Date to the expiry of twelve (12) months after the last date of supply of the Services, directly or indirectly solicit, entice away from Leadership Services, engage, employ, or attempt to employ any person who is or has been engaged as a Leader, employee, or subcontractor of Leadership Services in the provision of the Services.

7.2 If the Client wishes to recruit or directly engage any such person during the restricted period referred to in clause 7.1, the Client shall:

(a) obtain the prior written consent of Leadership Services; and

(b) pay a recruitment fee of £75,000 (seventy-five thousand pounds) plus VAT to Leadership Services, such fee being payable on the date that Leadership Services' written consent is given.

7.3 The parties acknowledge and agree that the recruitment fee specified in clause 7.2(b) reflects a genuine pre-estimate of the loss that Leadership Services would suffer from the loss of a Leader, including but not limited to recruitment costs, training investment, lost revenue, and opportunity costs.

7.4 The restrictions in this clause 7 shall not apply where the relevant person responds to a general advertisement not specifically targeted at Leadership Services' personnel, provided that the Client did not directly or indirectly encourage such response.

8. Intellectual Property

8.1 All Intellectual Property Rights in any pre-existing materials belonging to a party shall remain vested in that party.

8.2 Any Intellectual Property Rights created by the Leader in the course of providing the Services ("Work Product") shall, as between the parties, belong to the Client. Leadership Services hereby assigns (and shall procure that the Leader assigns) to the Client all such Intellectual Property Rights in the Work Product with full title guarantee.

8.3 Leadership Services grants the Client a non-exclusive, royalty-free, perpetual licence to use any Leadership Services pre-existing materials incorporated into the Work Product, solely for the purpose for which the Work Product was created.

8.4 The Client grants Leadership Services a non-exclusive, royalty-free licence to use any methodologies, frameworks, or generic know-how (not including the Client's Confidential Information) developed or refined during the engagement, for use in Leadership Services' other engagements.

9. Confidentiality

9.1 Where the parties have entered into a separate Mutual Non-Disclosure Agreement ("NDA"), the terms of that NDA shall govern confidentiality obligations between the parties and this clause 9 shall apply only to the extent not covered by the NDA.

9.2 Each party shall keep confidential and shall not, without the prior written consent of the other party, disclose to any third party any Confidential Information obtained from the other party in connection with this Agreement, except:

(a) with the prior written consent of the other party;

(b) to its employees, officers, professional advisers, or subcontractors who need to know the same for the purposes of this Agreement, provided that such persons are bound by obligations of confidentiality no less onerous than those set out in this clause; or

(c) as required by law, regulation, or order of a court or competent authority.

9.3 The obligations of confidentiality in this clause 9 shall survive termination of this Agreement for a period of five (5) years.

10. Data Protection

10.1 Each party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

10.2 Where a Leader processes personal data on behalf of the Client in the course of providing the Services, the Client shall be the data controller and Leadership Services (through the Leader) shall act as data processor. The parties shall enter into appropriate data processing terms as required by applicable data protection legislation.

10.3 Each party shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.

10.4 Leadership Services shall notify the Client without undue delay upon becoming aware of any personal data breach affecting the Client's personal data.

11. Liability

11.1 Nothing in this Agreement shall exclude or limit Leadership Services' liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other matter in respect of which it would be illegal to exclude or limit liability.

11.2 Subject to clause 11.1, the total aggregate liability of Leadership Services in contract, tort (including negligence), misrepresentation, restitution, or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total amount of Fees paid by the Client to Leadership Services in the twelve (12) months immediately preceding the date on which the claim arose.

11.3 Subject to clause 11.1, Leadership Services shall not be liable to the Client for any:

(a) indirect or consequential loss;

(b) loss of profit;

(c) loss of business;

(d) depletion of goodwill;

(e) loss of anticipated savings; or

(f) any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this Agreement.

11.4 The Client acknowledges that Leadership Services provides advisory services only and that all business decisions remain the sole responsibility of the Client. Leadership Services shall not be liable for any losses arising from the Client's implementation of, or failure to implement, any advice given by the Leader.

12. Indemnification

12.1 The Client shall indemnify and keep indemnified Leadership Services against all losses, damages, costs, expenses (including reasonable legal fees), claims, or proceedings arising from:

(a) the Client's breach of this Agreement;

(b) any act or omission of the Client that causes loss or injury to the Leader;

(c) any third-party claim arising from the Client's use of or reliance on the Services or Work Product; or

(d) any failure by the Client to comply with applicable laws or regulations.

12.2 Leadership Services shall indemnify the Client against losses arising from Leadership Services' breach of this Agreement, subject to the limitations set out in clause 11.

13. Insurance

13.1 Leadership Services shall maintain professional indemnity insurance with a reputable insurer with cover of not less than £1,000,000 (one million pounds) per claim throughout the term of this Agreement and for a period of six (6) years following termination.

13.2 The Client shall maintain adequate employer's liability insurance and public liability insurance covering the Leader while on the Client's premises, as required by applicable law.

14. Force Majeure

14.1 Neither party shall be liable for any delay or failure in the performance of its obligations under this Agreement if such delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, pandemics, epidemics, government actions or restrictions, fire, flood, war, terrorism, strikes, lock-outs, or failure of utilities or transport networks.

14.2 The affected party shall promptly notify the other party of the force majeure event and shall use all reasonable endeavours to mitigate the effect of the force majeure event on the performance of its obligations.

14.3 If the force majeure event continues for more than sixty (60) consecutive days, either party may terminate this Agreement by giving fourteen (14) days' written notice to the other party.

15. Status

15.1 The relationship between the parties is that of independent contractor and client. Nothing in this Agreement shall create, or be deemed to create, an employment relationship, partnership, joint venture, or relationship of agency between the parties.

15.2 The Leader is not an employee of the Client and shall not hold themselves out as such. The Client shall not hold out the Leader as being its employee.

15.3 Leadership Services shall be responsible for all tax obligations, national insurance contributions, and other statutory obligations in respect of the Leader's engagement with Leadership Services.

16. Dispute Resolution

16.1 If any dispute arises out of or in connection with this Agreement, the parties shall first attempt to resolve it through good-faith negotiation between their senior representatives within fourteen (14) days of written notice of the dispute.

16.2 If the dispute is not resolved under clause 16.1, the parties shall consider mediation administered by the Centre for Effective Dispute Resolution (CEDR) under its Model Mediation Procedure before commencing any legal proceedings. The costs of mediation shall be shared equally between the parties.

16.3 Nothing in this clause 16 shall prevent either party from seeking urgent injunctive or other interim relief from the courts.

17. General Provisions

17.1 Notices. Any notice under this Agreement shall be in writing and shall be delivered personally, sent by pre-paid first-class post or recorded delivery, or sent by email to the address specified in this Agreement (or such other address as a party may notify in writing from time to time). A notice shall be deemed received: if delivered personally, at the time of delivery; if sent by pre-paid first-class post or recorded delivery, forty-eight (48) hours from the date of posting; if sent by email, when sent (provided no delivery failure notification is received). If deemed receipt is outside business hours (9:00 a.m. to 5:30 p.m. on a Business Day), the notice shall be deemed received at 9:00 a.m. on the next Business Day.

17.2 Entire agreement. This Agreement (including the Schedule and any Statements of Work) constitutes the entire agreement between the parties and supersedes all prior negotiations, discussions, correspondence, representations, and agreements (whether written or oral) relating to its subject matter.

17.3 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each party.

17.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.5 Severability. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

17.6 Assignment. Neither party may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other party, except that Leadership Services may assign or transfer this Agreement to any company within its group of companies.

17.7 Third party rights. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

17.8 Governing law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

17.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

Schedule

The details of each engagement — the Client’s name, registered address and company number, the description of the Services, the named Leader, the Commencement Date, the fee structure (monthly retainer or daily rate), the fee amount (plus VAT), the payment method and any special terms — are set out in a Schedule signed by both parties. The Schedule forms part of this Agreement.

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