Terms

This Consultant Services Agreement dated 23rd August 2024 is made between:

A ANXspace Limited, incorporated in England & Wales (registration number 15774447) whose registered office is at 24 Durand Way, London, England, NW10 0RA (“the Consultant Company”)

B (CLIENT) a company incorporated in England & Wales (registration number xxxxx) whose registered office is at 5 Prescot Street, London, E1 8AY (‘the Client’)

The Consultant Company will supply to the Client from time to time, and in accordance with the terms of this Agreement services in a consultancy capacity for the Client (“the Services”). The Consultant Company agrees to supply and the Client agrees to engage the Consultant Company Services on the following terms:

1 General

1.1 This Agreement shall take effect from the date of this agreement and end on 23rd August 2025 , or any such time as agreed in writing between the two parties, and apply to assignments which the Consultant Company will undertake under the terms of this Agreement.

1.2 Notwithstanding the provisions of sub-clause 1.1 above, the obligations set out in this Agreement are conditions of this Agreement and any breach of them shall be deemed a fundamental breach which shall terminate this Agreement immediately without prejudice to the rights and liabilities of the parties thereafter.

1.3 The Client will provide to the Consultant Company by telephone, email or verbal communication details of each assignment with at least one week’s lead time whenever possible. The Consultant Company may decline to accept any assignment in question from time to time but must immediately communicate this fact to the Client.

1.4 The Services that the Consultant Company provide and that can be instructed under this Agreement are listed in the attached document “ANX Fee Structure” dated 30.05.2024.

1.5 All legislation referred to in this Agreement should be read as the legislation in its current/amended format.

1.6 None of this Agreement shall operate to limit the Consultant Company’s Statutory Rights nor does the Consultant Company accept any of the Client’s terms of business which limit or restrict the Statutory Rights which would otherwise be available to the Consultant Company.

1.7 When counting the number of days for the purpose of interpreting this Agreement all public and bank holidays shall be ignored and reference to working days shall exclude all weekends as well as public and bank holidays.

2 Services

2.1 During the term of this Agreement the Consultant Company shall furnish the Services to the Client as detailed in “ANX Fee Structure” dated 30.05.2024 and subject to the provisions of this Agreement.

2.2 The Client shall at all times use the services of the Consultant Company employees or sub-contractors for the purposes of discharging the Consultant Company’s obligations to perform the Services hereunder.

2.3 The Consultant Company may substitute the Personnel supplying the Services at their own discretion in order to best carry out its services for the Client

2.4 The Consultant Company is retained on a non-exclusive basis to provide the Services to the Client and shall guarantee that the Personnel devote such time, attention, skill and ability as is necessary to ensure the proper provision of the Services which are the subject of this Agreement.

2.5 If the Consultant Company is unable to provide the Services due to illness or injury of any Personnel it shall advise the Client of that fact as soon as reasonably practicable. In such circumstances, any delay in providing said services will not result in any form of breach of the terms of this Agreement.

2.7 The Consultant Company shall not by any act or omission cause or permit the Client to be in breach of the CDM Regulations, or the Health & Safety at work etc . Act 1974.

2.8 From the date of this appointment the Consultant will not commit and/or permit an offence under Bribery Act 2010.

2.9 The Consultant Company will ensure that the design carried out by any design consultant or any Sub Contractor with design responsibility has been and will be carried out using all the reasonable skill, care and attention to be expected of a competent designer experienced in carrying out and completing the design works of type, complexity, value and time scale.

2.10 In addition to clause 2.9 of this Agreement, the Client assumes full responsibility for any design work performed by the Consultant and/or its subcontractors or employees. The Consultant acts solely in an advisory capacity and does not bear overall responsibility for any design work submitted to the Client.

3 Fees

3.1 The Fees are set out in the attached document “ANX Fee Structure” dated 30.05.2024.

3.2 The Consultant Company reserves the right to revise these fees at any time by advising the Client in writing giving at least 7 days’ notice. Following the Notice Period, any works instructed from that point will be charged at the revised rates.

3.3 The Client will pay the Consultant Company in accordance with the fees set out in the attached document “ANX Fee Structure” dated 30.05.2024, or any subsequent revisions.

3.4 The Consultant Company and the Client agree that the Consultant Company will ensure that all requirements regarding leave entitlement in terms of the Working Time Regulations 1998 for any Personnel providing Services to the Client will be met.

3.5 The Client will reimburse the Consultant Company on a monthly basis for reasonable expenses incurred where provision of the Services requires the Personnel to stay away from home overnight including a meal allowance upon the Consultant Company providing valid receipts as evidence of such expenditure. For the avoidance of doubt before incurring such expenses the Consultant Company must have prior written approval from the Client.

3.6 The Consultant Company will book and pay for train journeys undertaken by the Personnel and/or its Subcontractors in the course of carrying out the Services pursuant to this Agreement. The Client will reimburse the Consultant Company upon production of documentary evidence of such expenditure.

3.7 In the event of the termination of this Agreement by the Client for any reason whatsoever the Client shall pay the Consultant Company any outstanding fees to the termination date. These fees will be determined by the Consultant company and detailed within a final Invoice that will be issued to the Client for payment within 7 days.

3.8 The Consultant Company will issue invoices in the middle and at the end of every month. The dates for these Invoices will be on the second Friday and last Friday of every month. Each Invoice will become due for Payment within 14 of the date of Invoice, with the Final date for payment 2 weeks after the date of the Invoice. No later than 5 days after the date of the Invoice, the Client shall notify the Consultant Company of the sum the Client considers to have been due and the basis on which that sum is calculated (the “Payment Notice”). If the Client wishes to pay less than the Consultant Company notified sum, it shall not later than 3 days before the final date for payment, serve notice on the Consultant Company specifying the amount which the payee considers to be due on the date the notice is served and the basis on which that sum is calculated (the “Payless Notice).

4 Insurance and Liability

4.1 Notwithstanding anything to the contrary in this Agreement and without prejudice to any provision of this Agreement whereby liability is excluded or limited to a lesser amount the total liability of the Consultant whether in contract, in tort, in negligence, for breach of statutory duty or otherwise in respect of all claims under or in connection with this Agreement arising out of or in connection with the Services provided by the Consultant shall not exceed £250 (two hundred and fifty pounds only) in respect of any one claim or series of claims.

5 Termination

5.1 Either party may terminate this Agreement at any time by 1 month’s written notice.

5.2 Upon the termination of this Agreement the Consultant Company shall deliver to the Client all papers (including photocopies) and other property belonging to the Client or received from any third party by the Consultant Company and/or any of the Personnel in the course of the provision of the Services under this Agreement (or in the course of any previous arrangement between the Consultant Company and the Client) which may be in possession or under the control of the

5.3 Upon the termination of this Agreement the Consultant Company shall issue to the Client an Invoice for all monies outstanding on the account within 7 days. Note, that this is 7 days from the termination of the Agreement not to be confused with 7 days from the Termination Notice. The Client shall then pay the amount Invoiced by the Consultant within another 7 days of the date of Invoice.

6 Relationship

6.1 For the avoidance of doubt, the parties declare that, during the continuance of this Agreement, each of the Personnel shall be an employee or sub-contractor of the Consultant Company and shall not be an employee, worker, agent, partner or joint venturer of the Client and, accordingly, the Consultant Company shall be solely responsible for all matters relating to the Personnel’s employment/engagement (including, without limitation, payment of each member of the Personnel’s salary and any benefits to which they may be entitled from time to time) including any entitlement to paid holidays under the Working Time Regulations 1998).

6.2 This Agreement constitutes a contract for the provision of Services and accordingly the Consultant Company shall be fully responsible for and shall indemnify the Client for and in respect of:

(a) any Income Tax, National Insurance and Social Security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services by the Personnel. The Consultant Company shall further indemnify the Client against all losses, claims, causes of action, liabilities, demands and/or damages (and all costs, expenses and any penalty, fine or interest incurred or related thereto) or payable by the Client in connection with or in consequence of any such liability, conduct, contribution, assessment or claim other than where the latter arises out of the Client’s negligence or wilful default; and

(b) any losses, claims, causes of action, liabilities, demands and/or damages (and all costs, expenses and any penalty, fine or interest incurred or related thereto) for any employment related claim or any claim based on employee or worker status (including costs and expenses) brought by the Personnel against the Client arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission by the Client.

7 Severability

7.1 This Agreement shall operate in substitute for and take the place of any Agreement previously entered into by the parties. This Agreement sets out the entire understanding of the parties with respect of the subject matter hereof and no statement, representation, warranty or covenant has been made by any party hereto except as expressly set forth therein. This Agreement may not be changed or terminated orally.

7.2 If at any time subsequent to the date hereof, any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but such illegality or unenforceability shall not affect the legality or enforceability of any other provision in this Agreement which shall remain in full force and effect.

8 Applicable Law

8.1 This Agreement shall be governed by and construed and enforced in accordance with English law, in respect of which the parties submit to the exclusive jurisdiction of the English Courts.

15 Warranties

15.1 Warranties for the benefit of the Client or any other third party will not be provided by the Consultant. Requests to provide Warranties can be made but whether or not they can be provided will be at the discretion of the client and additional sums will be calculated and charged to the Client.