Terms & Conditions.

These Standard Terms and Conditions govern all services provided by One Company EMEA Ltd (Company No. 12063863), registered at 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom (VAT No. GB384260980). By engaging our services, you agree to be bound by these terms.

1. Definitions

2. Scope of Services

2.1 The Company will provide the Services to the Client as set out in the applicable Client Engagement Pack, Service Schedule, Statement of Work, or proposal agreed in writing by both parties.

2.2 The Company operates a consortium model through the One Group. Services may be delivered by one or more specialist entities within the Group. The Client's dedicated account manager will coordinate all services as a single point of contact.

2.3 This Agreement is non-exclusive. Both parties retain the right to engage in similar arrangements with third parties, unless otherwise agreed in writing.

2.4 Any changes to the scope of Services must be agreed in writing by an authorised representative of both parties prior to implementation.

3. Bespoke Terms — Order of Precedence

3.1 These Terms and Conditions apply to all engagements between the Company and the Client unless a specific quote, proposal, Statement of Work, or Client Engagement Pack expressly sets out Bespoke Terms that differ from or are additional to these Terms and Conditions.

3.2 Where Bespoke Terms exist and there is a conflict or inconsistency between those Bespoke Terms and these Terms and Conditions, the Bespoke Terms shall take precedence to the extent of that conflict only.

3.3 Any terms not addressed by Bespoke Terms continue to be governed by these Terms and Conditions in full.

3.4 Bespoke Terms must be set out in a written document signed or accepted by both parties to be effective.

4. Payment and Pricing

4.1 Invoicing. Invoices will be issued as follows:

• Retainer clients: on the 28th of each calendar month
• Project or milestone-based engagements: in advance of commencing the relevant milestone, unless Bespoke Terms expressly state otherwise
• Subscription services: on or before the subscription start date

4.2 Payment Terms. Payment is due within 14 days of the invoice date unless a retainer arrangement specifies otherwise. Invoices issued to retainer clients will be set against the retainer balance first; any excess amount is payable within 14 days. For milestone-based projects, the Company reserves the right to withhold commencement of the relevant milestone until payment has been received in full.

4.3 Currency and VAT. All prices are quoted in GBP (unless stated otherwise) and exclude VAT. VAT at the applicable rate will be added to each invoice. The Company's VAT registration number is GB384260980.

4.4 Card on File. The Client agrees to maintain a valid credit or debit card on file with the Company at all times while Services are being rendered. The Company is authorised to charge this card automatically upon issuing an invoice without further notice.

4.5 Expenses. The Client agrees to reimburse reasonable and necessary expenses incurred in delivering the Services, subject to prior written approval and supported by receipts.

4.6 Late Payment. Overdue invoices are subject to statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998. Additionally, the Company reserves the right to charge interest at a rate of 100% per annum (or the maximum rate permitted by law, whichever is higher) on any outstanding balance from the due date until the date of payment in full.

4.7 Disputed Invoices. Any invoice dispute must be raised in writing within 5 business days of the invoice date. Undisputed portions of an invoice remain payable by the due date. Disputes must be submitted via email to [email protected] or in writing to 27 Old Gloucester Street, London, WC1N 3AX.

5. Retainer Arrangements

5.1 Where the Client and the Company agree a retainer, fees will be set out in the applicable Client Engagement Pack or Service Schedule.

5.2 Retainer hours or credits not used within the billing period do not carry forward unless otherwise stated in the Service Schedule.

5.3 Ad hoc work requested beyond the agreed retainer scope will be charged at the applicable rate as set out in the Rate Card, and invoiced separately.

5.4 Retainer Exclusions — MSP Services and Subscriptions. Retainer fees may only be applied against professional services time as defined in the applicable Client Engagement Pack or Service Schedule. Unless explicitly agreed otherwise in writing, retainer balances cannot be used to offset, pay for, or credit against:

• Managed Service Provider (MSP) services, including but not limited to infrastructure management, monitoring, helpdesk, and technical support services provided on a managed basis
• Third-party software subscriptions, licences, or SaaS products (including but not limited to Microsoft 365, Azure, Google Workspace, or any other vendor subscription procured or managed by the Company on the Client's behalf)
• Hardware, software, or third-party costs passed through by the Company

5.5 The above items will be invoiced separately and are payable in accordance with clause 4.2, regardless of any retainer balance held. The Company will not apply retainer credits to these charges without a separate written agreement signed by both parties.

6. Rate Card (Standard Rates)

Rates may be updated from time to time. Clients will receive at least 30 days' written notice of any rate change.

7. Subscription and Software Services

7.1 Where the Company procures or provides subscription-based software or services on the Client's behalf (including but not limited to Microsoft 365 or third-party SaaS), access is granted for the duration of the paid subscription period only.

7.2 The Client is responsible for maintaining the confidentiality of any account credentials, login details, or access tokens provided in connection with Services.

7.3 Support and maintenance for subscription services are governed by the specific terms of each underlying product or service, in addition to this Agreement.

7.4 The Company reserves the right to suspend or terminate access to subscription services immediately in the event of non-payment or material breach of this Agreement.

8. Cancellation and Termination

8.1 Monthly Retainers — Notice. Either party may terminate a monthly retainer arrangement by providing 30 days' written notice to the other party.

8.2 Monthly Retainers — No Refund. All fees paid under a retainer arrangement are non-refundable. Upon cancellation, no refund will be issued in respect of any amounts already paid, including any unused retainer balance or prepaid period.

8.3 Monthly Retainers — Cancellation Fee. Upon giving or receiving notice of cancellation of a monthly retainer, a cancellation fee equal to the current outstanding retainer balance (as at the date notice is given) will become immediately due and payable by the Client. This fee represents a genuine pre-estimate of the costs and losses incurred by the Company as a result of the cancellation.

8.4 Fixed-Term Contracts. No cancellation is permitted before the end of an agreed fixed term unless both parties agree in writing, or in the event of material breach by the Company.

8.5 Termination for Breach. Either party may terminate this Agreement upon written notice if the other party commits a material breach of this Agreement and fails to remedy it within 14 days of receiving written notice of the breach.

8.6 Effect of Termination. On termination or expiry of this Agreement:

• All outstanding invoices (including any applicable cancellation fee) become immediately due and payable
• The Company will return to the Client any property, documentation, records, or Confidential Information that belongs to the Client
• Any licences granted to the Client under this Agreement will cease immediately
• Clauses relating to confidentiality, intellectual property, liability, severability, and governing law survive termination

9. Intellectual Property

9.1 All Intellectual Property created, developed, or produced by the Company in connection with the Services — including but not limited to software, reports, strategies, templates, systems, and methodologies — remains the sole property of One Company EMEA Ltd, unless otherwise agreed in writing.

9.2 Subject to full payment of all outstanding fees, the Company grants the Client a non-exclusive, non-transferable, limited licence to use such Intellectual Property solely for the Client's internal business purposes for which it was created.

9.3 The Client may not copy, reproduce, adapt, sublicense, or distribute the Company's Intellectual Property without prior written consent.

9.4 Any pre-existing Intellectual Property owned by the Client and provided to the Company for use in delivering the Services remains the Client's property. The Client grants the Company a limited licence to use such materials solely for the purposes of the engagement.

10. Confidentiality and Non-Disclosure

10.1 Both parties agree to keep all Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by law or regulation.

10.2 The receiving party will protect Confidential Information using at least the same degree of care it applies to its own sensitive information, and in no case less than reasonable care.

10.3 The obligations in this clause do not apply to information that:

• Is or becomes publicly known through no breach by the receiving party
• Is received from a third party free from any obligation of confidentiality
• Is independently developed by the receiving party without reference to the Confidential Information

10.4 These confidentiality obligations will remain in force for 6 years from the date of termination or expiry of the Agreement, or as otherwise agreed in writing.

10.5 On termination of the Agreement or on request, the receiving party will promptly return or securely destroy all Confidential Information belonging to the disclosing party.

11. Data Protection

11.1 Both parties will comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

11.2 Where the Company processes personal data on the Client's behalf, it does so as a data processor and will only process such data in accordance with the Client's written instructions, unless otherwise required by law.

11.3 The Company will implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or disclosure.

11.4 The Company's full Privacy Policy is available at onecompany.one/privacy.

12. Independent Contractor Status

12.1 The Company acts as an independent contractor and not as an employee, partner, agent, or joint venturer of the Client, unless a specific written agency or authorisation agreement is in place.

12.2 The Company's personnel are not employees of the Client and are not entitled to any benefits, insurance, or protections afforded to the Client's employees.

13. Sub-contracting

13.1 The Company may, at its reasonable discretion, engage third-party sub-contractors or specialist entities within the One Group to perform some or all of its obligations under this Agreement.

13.2 The Company remains responsible to the Client for the proper performance of Services, regardless of whether they are delivered by a sub-contractor.

13.3 The Company will not disclose Confidential Information to sub-contractors beyond what is necessary for the performance of the Services.

14. Limitation of Liability

14.1 Nothing in this Agreement limits or excludes either party's liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded by law

14.2 Subject to clause 14.1, the Company's total aggregate liability to the Client — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — will not exceed the total fees paid by the Client in the 12-month period preceding the event giving rise to the claim.

14.3 The Company will not be liable for any indirect, consequential, incidental, or special losses, including but not limited to loss of profit, loss of business, loss of data, or loss of opportunity.

14.4 The Client is responsible for the accuracy and completeness of all information, materials, and instructions provided to the Company. The Company is not liable for any loss arising from incomplete or inaccurate information provided by the Client.

15. Warranties

15.1 The Company warrants that it will perform the Services with reasonable skill, care, and diligence.

15.2 The Company does not warrant that the Services will be error-free or uninterrupted, particularly in respect of third-party software or services outside its control.

15.3 The Client warrants that it has the authority to enter into this Agreement and that any information or materials provided to the Company do not infringe the rights of any third party.

16. Force Majeure

16.1 Neither party will be in breach of this Agreement or liable for any delay or failure to perform its obligations where such failure is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, cyberattacks, government actions, or infrastructure failures.

16.2 The affected party will notify the other in writing as soon as practicable and will use reasonable endeavours to resume performance as quickly as possible.

17. Modifications to This Agreement

17.1 Any modifications to this Agreement must be made in writing and signed by authorised representatives of both parties.

17.2 The Company reserves the right to update these Terms and Conditions from time to time. Clients will be notified of material changes in writing. Continued use of Services following notification constitutes acceptance of the updated terms.

18. Dispute Resolution and Arbitration

18.1 Good Faith Resolution. In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement (including any question regarding its existence, validity, or termination), the parties will first attempt to resolve the matter through good-faith discussion between senior representatives within 30 days of one party notifying the other in writing of the dispute.

18.2 Arbitration. If a dispute is not resolved under clause 18.1 within 30 days (or such longer period as the parties may agree in writing), either party may refer the dispute to binding arbitration under the rules of the London Court of International Arbitration (LCIA), as amended from time to time. The arbitration will be:

• Conducted by a single arbitrator appointed in accordance with the LCIA Rules
• Held in London, England
• Conducted in the English language
• Governed by the Arbitration Act 1996

18.3 Emergency Relief. Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where necessary to protect its interests pending arbitration.

18.4 Costs. The arbitrator will have discretion to award costs, including legal fees, in favour of the prevailing party.

18.5 Confidentiality of Proceedings. The existence and content of any arbitration proceedings will be kept confidential by both parties, except as required by law.

19. Governing Law

19.1 This Agreement is governed by and construed in accordance with the laws of England and Wales.

19.2 Subject to the arbitration provisions in clause 18, the parties submit to the non-exclusive jurisdiction of the courts of England and Wales for any matter not subject to arbitration, or for enforcement of any arbitral award.

20. Severability

20.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable by any court or arbitrator of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

20.2 If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

20.3 Any modification or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Agreement, which shall continue in full force and effect as if the invalid, illegal, or unenforceable provision had never formed part of it.

21. Banking Details

22. Contact Details

These Terms and Conditions are effective from the date of signing or first use of Services, whichever is earlier. These Terms and Conditions supersede all prior oral or written terms between the parties relating to the same subject matter, except where Bespoke Terms expressly take precedence in accordance with clause 3.