1. BASIS OF CONTRACT

1.1. The definitions of words used are set out below and in clause 13.

1.2. These Conditions apply to the provision of Services by us to you as well as any quotation we issue. The Contract shall come into existence when you ask us to supply Services to you and we accept your request (Commencement Date).

1.3. The Contract constitutes the entire agreement between us and you acknowledge that you have not relied on any statement, promise or warranty made or given by us or on our behalf which is not set out in the Contract. These Conditions apply to the Contract to the exclusion of any other terms that you might seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.4. Any quotation given by us shall not constitute an offer, and is only valid for a period of six calendar months from its date of issue.

2. SUPPLY OF SERVICES

2.1. We warrant that we will supply the Services using reasonable skill and care and in accordance with the Proposal in all material respects. We will have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services but we will let you know if we do so.

2.2. We will use all reasonable endeavours to meet any performance dates specified in the Proposal but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

2.3. All of these Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

3. YOUR OBLIGATIONS

3.1. You agree to co-operate with us in all matters relating to the Services. In particular you agree to provide us with access to your premises and other facilities as well as such licences, information and materials as we may reasonably require in order to supply the Services. You agree to ensure that such information is accurate in all material respects.

3.2. We will comply with your reasonable requirements/instructions when on your premises or using your facilities.

3.3. We shall not be liable for any costs or losses incurred by you as a direct or indirect result of us being prevented or delayed in performing any of our obligations by anything you do or fail to do (your Default) and, without limiting our other rights or remedies, we shall have the right to suspend performance of the Services until you remedy your Default. We shall also have the right to require you to reimburse us for any costs or losses incurred by us as a direct or indirect result of your Default.

4. FEES AND PAYMENT

4.1. The Fees for the Services shall be calculated in accordance with our fee rates as set out in the Proposal, if none, as agreed with you in writing. Our daily fee rates are calculated on the basis of an eight-hour day between 8.00 am and 5.00 pm worked on Business Days. If there is a requirement to work outside of the Business Days, additional costs will be discussed and agreed prior to the work commencing.

The standard daily rate also includes up to 90 minutes travelling time each way before 9am and after 5pm on a Business Day. We may, in our sole discretion, charge for any additional time spent travelling provided that the Fees will be agreed in advance with you.

4.2. Unless we have agreed to provide the Services for a fixed price and/or fixed duration, we reserve the right to increase our standard daily fee rates, provided that such Fees cannot be increased more than once in any 12-month period. We will give you written notice of any such increase two months before the proposed date of the increase.

4.3. We shall be entitled to recover from you any expenses reasonably incurred by individuals engaged in connection with the Services including, but not limited to, travel expenses, hotel costs, subsistence and the cost of any materials. Generally, we will only pay expenses in advance where they do not exceed £150. For expenses exceeding this amount, we may require you to either pay the supplier directly or provide funds in advance before payment is made on your behalf.

4.4. Expenses will be charged on the following basis:

(i) Mileage at 45p per mile;

(ii) Road and Tunnel toll charges;

(iii) Travel by rail will be 1st class for journeys over one hour, otherwise standard class;

(iv) Travel by air will be business class;

(v) Accommodation and subsistence will be agreed with the Client in advance.

4.5. We will invoice you for fees and expenses fortnightly in arrears.

4.6. You shall pay each invoice within 14 days and in full and in cleared funds to a bank account nominated in writing by us. Time for payment shall be of the essence of the Contract.

4.7. If you fail to make any payment by 30 days after the due date for payment, you shall pay interest on the overdue amount at the rate of 8% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount.

4.8. You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

5. INTELLECTUAL PROPERTY RIGHTS

5.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by us. Subject to payment of the Fees, we grant you a non-exclusive, non-transferable licence to use the Intellectual Property Rights in the Deliverables for the purpose detailed in the Proposal.

6. CONFIDENTIALITY

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, Proposals, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 6 shall survive termination of the Contract.

7. LIMITATION OF LIABILITY

7.1. Our liability under these Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.

7.2. The total amount of our liability is limited to the total amount of Fees paid by you under these Conditions and Schedule of Work.

7.3. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Conditions or the quotation for:

(a) any indirect, special or consequential loss, damage, costs, or expenses or;

(b) any loss of profits; loss of anticipated profits; loss of business; loss of reputation or goodwill; business interruption; or, other third-party claims; or

(c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

(d) any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; or

(e) any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

7.4. Nothing in these Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

7.5. This clause 7 shall survive termination of the Contract.

8. DATA PROTECTION

8.1. When supplying the Services to you, we may gain access to and/or acquire the ability to transfer, store or process personal data of your customers, employees and potential employees.

8.2. The parties agree that where such processing of personal data takes place, you will be the ‘Data Controller’ and we will be the ‘Data Processor’ as defined in the UK GDPR and applicable data protection legislation which may be amended, extended and/or re-enacted from time to time.

Specific data processing details relating to this project include:

· the subject matter and duration of the processing;

· the nature and purpose of the processing;

· the type of personal data and categories of data subject; and

· third party tools/IT systems/sub-processors used.

8.3. For the avoidance of doubt, ‘Personal Data’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the UK GDPR and applicable data protection legislation .

8.4. We will only process Personal Data to the extent reasonably required to enable us to supply the Services as mentioned in these Conditions or as requested by and agreed with you. We shall not retain any Personal Data longer than necessary for the supply of the Services to you and we will refrain from processing any Personal Data for our own or any third party’s purposes.

8.5. We will not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors, advisors or third-party service providers who perform functions on our behalf in the processing of Personal Data. Disclosure to these third parties will be on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these Conditions or to the extent required by applicable legislation and/or regulations.

8.6. We will implement and maintain technical and organisational security measures in line with UK GDPR requirements to protect Personal Data processed by us on your behalf. This includes measures to deal with any suspected data breach and allowing Data Subjects to exercise their rights under UK GDPR.

8.7. Personal Data which we collect from you may be stored, processed in, or transferred to countries outside of the United Kingdom. We will only transfer Personal Data where such transfer complies with applicable data protection legislation and appropriate safeguards are in place to protect the Personal Data, including, where appropriate, the use of the UK International Data Transfer Agreement (IDTA), the UK Addendum to the EU Standard Contractual Clauses, or other lawful transfer mechanisms recognised under applicable data protection legislation.

8.8. Further information about our approach to data protection is specified in our Web Privacy Policy (www.spottertalent.com/privacy-policy) and our and our Data Protection Complaints Notice (www.spottertalent.com/data-protection-complaints). For any enquiries or complaints regarding data privacy, please email info@spottertalent.com.

9. TERMINATION

9.1. The Contract will start on the Commencement Date and continue subject to these Conditions until completion of any fixed price Services or agreed duration set out in the Proposal (if any). In the absence of any agreed completion date and without limiting its other rights or remedies, either party may terminate the Contract by giving the other party not less than one month’s written notice.

9.2. If you cancel or postpone the Services before we have started to supply them, the cancellation fees set out below will be payable immediately.

7 days or less: 75% of the agreed fixed fee, or where no fixed fee has been agreed, 75% of the equivalent fee for 20 Business Days.

8–14 days: 50% of the agreed fixed fee, or where no fixed fee has been agreed, 50% of the equivalent fee for 20 Business Days.

15 days or more: No cancellation charge.

Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party shall become insolvent or bankrupt or have a receiving order or administration order made against it or compound with its creditors or being a corporation commence to be wound up not being a members' voluntary winding up for the purpose of reconstruction or amalgamation, or carry on its business under an administrator or administrative receiver for the benefit of its creditors or any of them.

9.4. Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment and fail to pay all outstanding amounts within 30 days after being notified in writing to do so.

9.5. Without limiting our other rights or remedies, we may, in our absolute discretion, suspend provision of the Services in respect of the circumstances detailed in clauses 9.3 and 9.4.

10. CONSEQUENCES OF TERMINATION

10.1. On termination of the Contract for any reason:

(a) you shall immediately pay all of the outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

10.2. On termination of the Contract by us under clause 9.4 we may also terminate the licence granted under clause 5.1. We may also, in our absolute discretion suspend the licence set out in clause 5.1 where and for so long as you fail to pay any amount due under this Contract.

11. FORCE MAJEURE

11.1. For the purposes of this Contract, Force Majeure Event means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

11.2. We shall not be liable to you as a result of any delay or failure to perform our obligations under this Contract as a result of a Force Majeure Event.

12. GENERAL

12.1. Assignment and other dealings.

(a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.

(b) You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract.

12.2. Notices.

(a) Any notice or other communication given in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre- paid first-class post or other next working day delivery service, commercial courier or email.

(b) Unless written communication is submitted by the Client to the contrary, written communications from S Potter Talent Ltd will normally be via email with confidential information included in password protected attachments.

(c) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.

(d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

12.3. Severance. If any provision or part-provision of the Contract 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 or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

12.4. Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract 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.

12.5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

12.6. Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.

12.7. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by us.

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

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

13. INTERPRETATION

13.1. Definitions. In these Conditions, the following definitions apply:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: has the meaning set out in clause 1.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 12.7.

Contract: the contract between you and us for the supply of Services in accordance with The Proposal and this Schedule of Terms and Conditions.

Deliverables: the materials to be produced by us purely and solely for you as further detailed in the Proposal.

Fees: the fees payable by you for the supply of the Services.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain 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 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.

Proposal: the description or Proposal for the Services provided in writing by us to you.

Services: the services, including the Deliverables, supplied by us to you as set out in the Proposal.

UK GDPR: the United Kingdom General Data Protection Regulation, as incorporated into UK law under the European Union (Withdrawal) Act 2018, as amended from time to time;

us and we: S Potter Talent Ltd (registered in England and Wales with company number 11627864).

you: the person or firm who purchases the Services from us.

13.2. Construction. In these Conditions, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) A reference to a party includes its personal representatives, successors or permitted assigns;

(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted;

(d) A reference to writing or written includes emails.

Updated: September 2026