AKADRA LTD — Terms of Business — v1.2, effective July 2026

1. The agreement

1.1.These Terms of Business (the "Terms") apply to all dealings between Akadra Ltd, company number 16702461 ("Akadra") and the person (including for the purpose of these terms any company, corporation, partnership or other incorporated or unincorporated body) to whom our services are supplied (you or the Client). In these terms references to us, our and we are references to Akadra Ltd and any successor or assignee.

1.2.Akadra will normally agree a "Statement of Work" or "SOW" describing a specific engagement. Each SOW and these Terms together form a contract between you and Akadra in relation to that engagement. Where there is an inconsistency between them, an SOW prevails over these Terms to the extent of that inconsistency.

1.3.Any purchase order, supplier portal term, procurement policy, vendor code of conduct, information-security questionnaire response or other Client document is administrative only and does not amend the agreement unless Akadra expressly agrees the specific amendment in writing.

1.4.These terms of business supersede any earlier terms of business Akadra may have provided to you.

1.5.The Client contracts solely with Akadra Ltd. All services are supplied by Akadra, including where performed or communicated by a director, officer, employee, consultant or subcontractor of Akadra. No such individual assumes any personal duty or liability to the Client in connection with the Services, and the Client will not bring any claim against any such individual in respect of the Services. This clause is enforceable by those individuals under the Contracts (Rights of Third Parties) Act 1999.

2. Scope of the Services

2.1.Akadra will perform only the services expressly described in the SOW ("Services") and only for the purpose stated there. Any service, advice, deliverable, jurisdiction, workstream or use case not expressly included is outside scope unless the parties agree otherwise in writing.

2.2.Additional Services. If the Client requests work outside the agreed scope, Akadra may treat that request as Additional Services. The parties will use reasonable efforts to document the resulting change to scope, timing and fees before the Additional Services begin. If, at the Client's request, Akadra reasonably begins Additional Services before that documentation is complete, those Additional Services remain subject to these Terms and are chargeable at the out-of-scope rate stated in the SOW or, if none is stated, at Akadra's then-current standard rates.

2.3.No regulated services. The Services are commercial, strategic, operational and technical in nature. They do not constitute, and must not be relied on as, legal, regulatory, tax, accounting, financial or investment advice, and do not include any recommendation as to the merits of acquiring, disposing of, holding or exercising rights in any particular investment. Akadra is not authorised or regulated by the Financial Conduct Authority or any equivalent authority. Akadra will not perform any activity requiring regulatory authorisation unless Akadra is lawfully authorised or exempt in relation to that activity and the parties have expressly agreed the activity in writing following appropriate legal review. Nothing in an SOW requires Akadra to undertake a regulated activity. The Client is solely responsible for determining whether any activity connected with its business requires a licence, registration or regulatory approval, and for compliance with any such requirement.

3. Standard of care and use of Akadra's work

3.1.Standard of care. Akadra will perform the Services with the reasonable skill and care to be expected of a competent adviser experienced in work of a similar type. The Services delivered will necessarily reflect the circumstances in which the work is carried out. By way of example only, if timescales are especially short then Akadra may not be able to provide the same level of advice or detail as if such constraint did not exist. No other warranty, condition or term is given or implied, to the fullest extent permitted by law.

3.2.No outcome warranty. Akadra does not warrant or guarantee any particular commercial, financial, operational, technical or regulatory outcome. Akadra's work is an input to the Client's decisions. The Client remains responsible for its decisions and for determining whether and how to act on that work.

3.3.Drafts and interim outputs. Drafts, working papers, interim analyses, models, prototypes and preliminary outputs are provided for discussion only and must not be relied upon. An output is a "Deliverable" only when Akadra identifies it as final or otherwise confirms in writing that it may be relied upon for the agreed purpose.

3.4.Third-party reliance and distribution. The Services and Deliverables are prepared solely for the Client and the agreed purpose. No third party may rely on them. The Client may disclose a Deliverable to its professional advisers on a confidential and non-reliance basis, and otherwise only where the SOW permits it or Akadra consents in writing. Any permitted disclosure is on a non-reliance basis unless Akadra expressly agrees otherwise in writing.

4. Client responsibilities

4.1.Dependencies. Akadra's performance depends on the Client providing, promptly and free of charge, the information, data, access, systems, personnel, decisions, approvals and other dependencies identified in the SOW.

4.2.Effect of a missed dependency. Akadra is not responsible for any delay, deficiency or additional cost caused by a failure or delay in satisfying a Client dependency, and may reasonably adjust the timetable, resourcing and fees to reflect its impact.

4.3.Reliance on Client information. Akadra may rely on information, documents, data and instructions supplied by or on behalf of the Client, or by third parties at the Client's direction, without independently verifying them unless the SOW expressly requires verification. The Client is responsible for their accuracy and completeness and for ensuring it has the right to provide them to Akadra.

4.4.Authorised instructions. Akadra may act on instructions given by any person the Client has identified as authorised, or who reasonably appears to Akadra to be authorised, to give them.

4.5.The Client must tell Akadra as soon as possible if matters become more urgent or have a specific deadline.

5. People, subcontractors and technology

5.1.Personnel. Akadra determines the personnel used to perform the Services and may change them from time to time, remaining responsible for performance throughout. Any individual named in an SOW is identified for relationship and planning purposes and this does not create an obligation that only those individuals will perform the Services.

5.2.Subcontractors. Akadra may use affiliates, contractors, subcontractors and specialist advisers in delivering the Services. Akadra remains responsible for their performance to the same extent as for its own personnel and will require them to observe obligations appropriate to the Services, including confidentiality, data-protection and intellectual-property obligations sufficient to enable Akadra to comply with these Terms.

5.3.Third-party advisers and services. Akadra may coordinate with, or introduce the Client to, third-party advisers, vendors, data providers or platforms. Unless Akadra expressly agrees otherwise in writing, each such third party is independently responsible for its own advice, products and services, and Akadra accepts no liability for their acts, omissions, systems or outputs.

5.4.Technology and AI. Akadra may use software, automation, machine-learning and artificial-intelligence tools in connection with the Services where it considers their use appropriate, applying its policies and controls on confidentiality, data protection and information security.

6. Fees and expenses

6.1.Fees and estimates. Fees are as set out in the SOW. Unless the SOW expressly states that a fee is fixed or capped, any budget, estimate or projected range is indicative only and is not a maximum. Changes in scope, urgency, assumptions, dependencies or timing may result in revised fees.

6.2.Expenses. The Client will reimburse reasonable out-of-pocket expenses and third-party costs properly incurred in connection with the Services, at cost and without mark-up. The SOW may set categories or thresholds requiring prior approval.

6.3.Taxes. All fees and expenses are exclusive of VAT and any other applicable tax, which is payable in addition at the prevailing rate.

7. Invoicing and payment

7.1.Invoicing. Akadra will invoice as stated in the SOW and, where the SOW is silent, monthly in arrears. Invoices are due and payable within 14 days of the invoice date in the currency stated. The Client remains primarily liable for payment notwithstanding any arrangement under which another person processes, reimburses or contributes to it.

7.2.Payment on account. Akadra may reasonably require a deposit, prepayment or other payment on account as a condition of commencing or continuing the Services, including where the engagement requires Akadra to commit third-party costs. Amounts paid on account are applied against invoices as they fall due.

7.3.No set-off; withholding. All amounts are payable without set-off, counterclaim, deduction or withholding except where required by law. If the Client is required by law to withhold or deduct, it will pay such additional amount as is necessary for Akadra to receive the amount it would have received absent the withholding or deduction.

7.4.Disputed invoices. Where an invoice is disputed in good faith, the Client will notify Akadra in writing within 10 days of the invoice date, giving reasons, and will pay the undisputed portion by the due date.

7.5.Late payment and suspension. Akadra may charge interest and reasonable recovery costs on overdue undisputed amounts. After 10 business days' written notice, Akadra may suspend the Services in whole or in part while overdue undisputed amounts remain unpaid and will not be liable for any resulting delay or inactivity. Assignments and licences that are conditional on payment do not take effect while amounts remain overdue.

8. Intellectual property

8.1.Akadra Materials. Akadra retains all right, title and interest in its pre-existing and independently developed intellectual property, including its methodologies, frameworks, templates, prompts, agent and workflow designs, software, code, models, data structures, processes, tools, techniques, know-how and all improvements to them ("Akadra Materials"). Nothing in an SOW or these Terms transfers ownership of Akadra Materials to the Client.

8.2.Deliverables. Subject to payment of Akadra's fees in full, Akadra assigns to the Client the intellectual property rights in the Deliverables in the form in which they are delivered, excluding all Akadra Materials incorporated in or used to create them. To the extent those rights do not vest in the Client automatically, Akadra holds them on trust for the Client pending assignment. Akadra warrants that it has obtained from its personnel and subcontractors the rights necessary to make this assignment.

8.3.Moral rights. To the extent permitted by law, Akadra waives, and will use reasonable efforts to procure that the individual authors of the Deliverables waive, any moral rights in the Deliverables assigned to the Client under clause 8.2.

8.4.Licence of embedded Akadra Materials. Where Akadra Materials are incorporated in, or are necessary to use, a Deliverable, Akadra grants the Client a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence to use, copy and modify them as part of that Deliverable for the agreed purpose and for the Client's internal business purposes. That licence is sublicensable to the Client's affiliates but does not permit resale, or provision of the Deliverable as a product or service to third parties.

8.5.Client materials and outputs. The Client retains all rights in its own data, materials and systems, and in outputs generated by the Client using tools or Deliverables supplied under an SOW. Akadra claims no rights in those outputs and no rights in any derivative works the Client creates from its own data. For the avoidance of doubt, this clause does not transfer ownership of, or expand the Client's licence to, any Akadra Materials incorporated in an output or derivative work.

8.6.Residual knowledge. Nothing restricts Akadra from using the general ideas, concepts, experience, skills, know-how, techniques and learning acquired in performing the Services, including improvements to Akadra Materials, provided Akadra does not disclose or misuse the Client's Confidential Information.

9. Confidentiality

9.1.Each party will protect the other's non-public information disclosed in connection with an engagement ("Confidential Information") using reasonable care and will use it only for purposes connected with that engagement.

9.2.A party may disclose Confidential Information to its personnel, affiliates, professional advisers, insurers and subcontractors who need to know it and are subject to appropriate confidentiality obligations. A party may also disclose it where disclosure is required by law, regulation or a court, in which case the disclosing party will give prior notice to the degree permitted by such law or regulation.

9.3.These obligations do not apply to information that is or becomes public other than through breach, was already lawfully known free of restriction, is lawfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

9.4.Duration. These obligations continue for five years after the end of the engagement, and indefinitely in relation to trade secrets and information that by its nature remains confidential, in each case to the extent permitted by law.

9.5.Return and deletion. On the disclosing party's written request at or after the end of an engagement, the receiving party will return or securely delete Confidential Information in its possession. Each party may retain one copy for legal, regulatory, insurance or professional record-keeping purposes, together with copies held in routine electronic backups, in each case subject to continuing confidentiality.

9.6.Restricted information. The Client is responsible for identifying information that is subject to special handling requirements, including material non-public or price-sensitive information, before disclosing it. Akadra may decline to receive such information where it is not necessary for the Services.

10. Data protection

10.1.Each party will comply with applicable data-protection law in connection with the engagement.

10.2.Processor trigger. The Services do not involve Akadra processing personal data on the Client's behalf beyond business contact details unless the SOW expressly states otherwise. Where an engagement will involve such processing, the parties will agree and sign a data processing addendum before that processing begins, and Akadra is not required to begin any processing as a processor until that addendum is signed.

10.3.In relation to business contact details exchanged to manage the relationship, each party acts as an independent controller.

10.4.Where Akadra is required to undertake material work beyond the ordinary scope of the Services in responding to a Client-specific data-protection, regulatory, audit or disclosure request, Akadra may charge its reasonable fees and expenses for that work unless prohibited by law.

11. Non-solicitation and references

11.1.Non-solicitation. During an engagement and for six months afterwards, neither party will knowingly solicit for employment any individual engaged by the other who was materially involved in delivering or receiving the Services, except through a general recruitment process not targeted at that individual.

11.2.Credentials and publicity. Unless the SOW states otherwise, Akadra may include the Client's name in a private credentials list or presentation shared on a confidential basis, after completion of the engagement. Any public use of the Client's name or logo, any published description of the Services, and any case study or attributed reference, requires the Client's prior written consent, which the SOW may record. The Client may withdraw consent on written notice.

12. Limitation on Liability

12.1.This paragraph contains restrictions on Akadra's Liability to you in the event that you bring a claim against Akadra and you should read and consider it carefully.

12.2.Liabilities that cannot be limited. Nothing excludes or limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

12.3.Excluded losses. Neither party is liable for any indirect or consequential loss, or for any loss of profit, revenue, business, opportunity, anticipated savings, goodwill or reputation, in each case whether direct or indirect and however arising, except to the extent that exclusion is prohibited by law.

12.4.Subject to clause 11.2, Akadra's total aggregate liability arising out of or in connection with an SOW, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, will not exceed the greater of (a) the fees paid and payable to Akadra under that SOW and (b) any liability floor stated in that SOW. For an engagement lasting more than twelve months, limb (a) is the fees paid and payable under the SOW in the twelve months preceding the event giving rise to the claim.

12.5.Connected claims. All claims arising from the same or substantially the same facts or circumstances, or from a connected series of acts or omissions, are treated as a single claim arising on the date of the earliest of them.

12.6.Proportionate liability. Where any other person is also responsible for a loss suffered by the Client, Akadra's liability is limited to the proportion of that loss which fairly reflects Akadra's responsibility. Akadra's liability will not be increased because the Client has agreed a limitation or exclusion of another person's liability, or because the Client is unable to recover from that person.

12.7.Time limit. No claim may be brought more than two years after the date on which the claiming party became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

12.8.Client indemnity. The Client will indemnify Akadra against third-party claims, liabilities and reasonable costs arising from (a) the Client's provision of information or materials that infringe third-party rights or are materially inaccurate or unlawful, or (b) the Client's distribution of, or invitation to a third party to rely on, any Deliverable other than as permitted by clause 3.4.

13. Termination

13.1.On termination for any reason the Client will pay: (a) fees for Services performed to the effective date of termination; (b) for a fixed-fee stage that is not complete, a fair proportion of the stage fee determined by reference to the milestones achieved, the Deliverables produced and the capacity reserved, and not by reference to elapsed time alone; (c) any fees expressly stated in the SOW to be non-cancellable, together with any minimum committed fees, reserved-day charges and cancellation charges stated there; (d) expenses properly incurred; and (e) reasonable committed or non-cancellable third-party costs incurred with the Client's prior approval, together with reasonable demobilisation costs. Termination does not affect accrued rights.

14. Compliance, sanctions and force majeure

14.1.Akadra is not required to take any action it reasonably believes would breach applicable law, sanctions, regulation or binding professional obligations.

14.2.Each party will comply with applicable anti-bribery, anti-corruption, anti-facilitation-of-tax-evasion, anti-money-laundering and sanctions laws in connection with the engagement and will provide such information as the other reasonably requires to satisfy its own obligations under them.

14.3.Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control. This does not excuse the Client's obligation to pay amounts properly due for Services already performed. The affected party will use reasonable efforts to mitigate the impact and resume performance, and if the event continues for more than 30 days either party may terminate the affected SOW on seven days' written notice.

15. General

15.1.Notices. Notices must be in writing and sent to the email addresses stated in the SOW or, for Akadra, to legal@akadra.com. A notice takes effect when sent, unless the sender receives an automated message indicating that it was not delivered.

15.2.Assignment. Neither party may assign or transfer an SOW without the other's written consent, not to be unreasonably withheld, except to a successor to substantially all of its business.

15.3.Third-party rights. Except as stated in clause 1.5, no person other than the parties has any right to enforce an SOW or these Terms.

15.4.Severability and waiver. If any provision is or becomes unenforceable, the remainder is unaffected and the provision applies with the minimum modification necessary to make it enforceable. A failure or delay in enforcing a right is not a waiver of it.

15.5.Counterparts. An SOW may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one instrument.

15.6.Governing law and jurisdiction. Each SOW and these Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with them.