Terms and Conditions
_{Inventya Capital Ltd}

1.Interpretation

1.1 In these Conditions, unless the context otherwise requires, thefollowing definitions apply:

Applicable Data Protection Laws: to the extent the UK GDPR applies,the law of the United Kingdom or a part of the United Kingdom which relates tothe protection of personal data; and to the extent the EU GDPR applies, the lawof the European Union or any member state of the European Union to which theSupplier is subject, which relates to the protection of personal data.

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

Business Hours: the period from 9.00 am to 5.00 pm on any BusinessDay.

Client: the company, partnership, limited liability partnership,firm, unincorporated business or other business undertaking purchasing theServices from the Supplier, as identified in Part A, and acting wholly ormainly for purposes connected with its business, trade or profession.

Client Data: the data inputted by the Client or the Supplier or anyGroup Company on the Client's behalf for the purpose of using the Services orfacilitating the Client's receipt of the Services.

Client Personal Data: any personal data (as defined in UK GDPR) inthe Client Data, which the Supplier is to process in connection with theContract, in the capacity of a processor on behalf of the Client.

Client Materials: all materials, documents, specifications,technical information, financial information, forecasts, assumptions, data roommaterials and other data supplied by the Client to the Supplier, or to anyGroup Company engaged in delivery, to allow the Supplier to perform theServices.

Commencement Date: has the meaning given to it in clause 3.1.

Conditions: these Part C terms and conditions.

Contract: the contract between the Supplier and the Client for thesupply of Services in accordance with Part A, Part B and these Conditions.

Contract Form / Part A: the contract form supplied by the Supplierto the Client, setting out the key terms of the contract to be entered into,including the parties' details, the nature and specification of the Services tobe supplied, key dates and the Fees payable.

Consultancy Services: the one-off consultancy project orproject-based services agreed to be carried out by the Supplier, as describedin Part A and Part B.

Deliverables: all documents and materials produced and/or developedby the Supplier, any Group Company or its personnel for the Client, as part ofor in relation to the Services.

EU GDPR: the General Data Protection Regulation (EU) 2016/679, as ithas effect in EU law.

Fees: the fees and charges (including where applicable any SuccessFee) payable by the Client to the Supplier for the Services as set out in PartA or as otherwise notified to the Client by the Supplier in writing.

FCA Rules: the rules, guidance and requirements of the FinancialConduct Authority as applicable from time to time.

Fundraising Services: Services relating to equity, debt, venturedebt, strategic investment, loan notes, convertible instruments, SAFEs,introductions to funders or investors, investor readiness, fundraising campaignmanagement, debt readiness, capital structuring and related corporate financesupport.

Group Company: the Supplier, any holding company of the Supplier andany subsidiary from time to time of the Supplier or of any such holdingcompany, and Group shall be construed accordingly.

Intellectual Property Rights: patents, rights to inventions,copyright and related rights, trade marks, trade names, rights in domain names,rights in get-up, rights in goodwill or to sue for passing off, unfaircompetition rights, rights in designs, rights in computer software, databaserights, topography rights, moral rights, rights in confidential information(including know-how and trade secrets) and any other intellectual propertyrights, in each case whether registered or unregistered, and including allapplications for, and renewals or extensions of such rights, and all similar orequivalent rights or forms of protection in any part of the world.

Inventya Group: the Supplier together with the other Group Companiesthrough which services may be delivered as part of the wider Inventya groupoffering.

Order: the Client's order for the Services as documented by theClient's delivery to the Supplier of a signed copy of Part A, or other writtenacceptance by the Client of the Supplier's proposal or engagement document.

Project Term: for Consultancy Services (excluding R&D Tax CreditServices and any Retainer Services), the fixed period for which the Contractshall be in force as detailed in Part A. In all other cases, the Project Termshall mean the minimum period for which the Contract shall be in force asdetailed in Part A.

Protected Investor: any investor, fund, lender, venture debtprovider, family office, angel, syndicate, strategic investor, nominee, specialpurpose vehicle or other funding source, and any of their affiliates, relatedfunds, co-investment vehicles, partner entities, successor funds, nominees,representatives or connected parties, where during the Term the Supplier or anyGroup Company has introduced the Client or the opportunity to them, contactedthem in relation to the opportunity, circulated fundraising materials to them,arranged or facilitated any meeting or discussion involving them, or otherwisematerially engaged them in connection with the fundraising.

Renewal Term: either the Extended Term or the Extended Period, asthe case may be.

Retainer Services: the ongoing retainer services agreed to besupplied by the Supplier, as described in Part A and Part B.

R&D Tax Credit Services: the Consultancy Services or theRetainer Services agreed to be provided by the Supplier for the purpose ofassisting the Client in its claim for R&D tax credits or reliefs as set outin Part A and any additions to those services that may be agreed between theparties from time to time.

Services: the Consultancy Services or the Retainer Services agreedto be provided by the Supplier as set out in Part A and Part B and anyadditional services that may be agreed between the parties from time to time,including where relevant blended finance strategy, grant support, R&D taxsupport, investor readiness, fundraising, corporate finance support, debtreadiness, financial modelling, commercialisation support, project complianceand related advisory services.

Specification / Part B: the description and specifications for theServices to be supplied as detailed in Part B.

Success Fee: where applicable to the Services provided, the agreedpercentage of the value of any grant, funding round, debt facility, investment,R&D tax credit, sale or other financial benefit secured through theServices supplied by the Supplier or any Group Company to the Client, as setout in Part A and/or these Conditions.

Supplier: Inventya Capital Ltd.

Tail Period: the period of 12 months from the date of termination orexpiry of the Contract, unless a different period is stated in Part A.

Term: the Project Term and any Renewal Term.

UK GDPR: has the meaning given to it in section 3(10) (assupplemented by section 205(4)) of the Data Protection Act 2018.

VAT: Value Added Tax as imposed by the Value Added Tax Act 1994 inthe United Kingdom or any similar tax including, but not limited to, goods andservices tax (GST) or similar value added tax chargeable in otherjurisdictions, including any member states of the European Union or elsewhere.

1.2 Condition, Schedule and paragraph headings shall not affect theinterpretation of this agreement.

1.3 A person includes a natural person, corporate or unincorporatedbody (whether or not having separate legal personality).

1.4 A reference to a company shall include any company, corporationor other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singularshall include the plural and words in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gendershall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a referenceto it as amended, extended or re-enacted from time to time.

1.8 A reference to writing or written excludes faxes but includesemail.

1.9 References to clauses and Schedules are to the clauses andSchedules of this agreement and references to paragraphs are to paragraphs ofthe relevant Schedule.

1.10 Any words following the terms including, include, inparticular, for example or any similar expression shall be interpreted asillustrative and shall not limit the sense of the words, description,definition, phrase or term preceding those terms.

2.Application of Conditions

2.1 These Conditions shall: (a) apply to and be incorporated in theContract; and (b) prevail over any inconsistent terms or conditions containedin, or referred to in, the Client's purchase order, confirmation of order, orspecification, or implied by law, trade custom, practice or course of dealing.

2.2 No addition to, variation of, exclusion or attempted exclusionof any term of the Contract shall be binding on the Supplier unless in writingand signed by a duly authorised representative of the Supplier.

2.3 If there is any conflict or ambiguity between a term containedin different parts of the Contract, any term contained in Part A shall havepriority over one contained in Part B or Part C, and any term contained inthese Conditions shall have priority over one contained in Part B.

3.Effect of Order and Basis of Contract

3.1 The Client's Order constitutes an offer by the Client topurchase the Services specified in it on these Conditions. Accordingly, theexecution and return of the acknowledgement copy of Part A by the Supplier, orthe Supplier's commencement or execution of work pursuant to Part A, shallestablish the Contract for the supply and purchase of those Services on theseConditions at which point, and on which date, the Contract shall come intoexistence (Commencement Date). The Client's standard terms and conditions (ifany) attached to, enclosed with, or referred to in, the Order shall not governthe Contract.

4.Duration of Contract

4.1 Where the Services are Consultancy Services, then: (a) subjectto clause 4.1(b), the Contract shall commence on the Commencement Date andshall continue, unless terminated earlier in accordance with clause 14, untilthe end of the Project Term, when it shall terminate automatically withoutnotice; (b) notwithstanding clause 4.1(a), where the Consultancy Servicescomprise R&D Tax Credit Services or other Services expressly stated in PartA to auto-renew, the Contract shall, unless terminated earlier in accordancewith clause 14 or this clause 4.1(b), continue to the end of the Project Termand shall automatically extend for 12 months (an Extended Period) at the end ofthe Project Term and at the end of each Extended Period. The Client may givewritten notice to the Supplier no later than 90 days before the end of theProject Term or the relevant Extended Period to terminate the Contract at theend of the Project Term or the relevant Extended Period, unless Part A states ashorter or longer notice requirement.

4.2 Where the Services are Retainer Services, the Contract shallcommence on the Commencement Date. Unless terminated earlier in accordance withclause 14 or this clause 4.2, the Contract shall continue to the end of theProject Term and shall automatically extend for one-month periods (ExtendedTerm) at the end of the Project Term and at the end of each Extended Term. TheClient may give written notice to the Supplier no later than the notice periodstated in Part A before the end of the Project Term or the relevant ExtendedTerm, or if no such period is stated, no later than 1 month before the end ofthe Project Term or the relevant Extended Term, to terminate the Contract atthe end of the Project Term or the relevant Extended Term, as the case may be.

4.3 The Tail Period and any clauses which expressly or byimplication survive termination shall continue in effect notwithstanding expiryor termination of the Contract.

5.Supply of Services

5.1 The Supplier shall, in consideration of the Fees payable andsubject to these Conditions, provide the Services to the Client for the Term.

5.2 In supplying the Services, the Supplier shall: (a) perform theServices with reasonable care and skill; (b) use reasonable endeavours toperform the Services in accordance with the Specification; (c) use reasonableendeavours to perform the Services in accordance with any agreed timescales butthe parties acknowledge and agree that, unless otherwise agreed in writing,time for performance of such Services shall not be of the essence; (d) complywith all applicable laws, statutes and regulations from time to time in force,provided that the Supplier shall not be liable under the Contract if, as aresult of such compliance, it is in breach of any of its obligations under theContract; (e) observe all reasonable health and safety rules and regulationsand security requirements that apply at any of the Client's premises and havebeen communicated to the Supplier; and (f) take reasonable care of all ClientMaterials in its possession and make them available for collection by theClient on reasonable notice and request.

5.3 The Client acknowledges and agrees that, although the Contractis entered into with Inventya Capital Ltd, the Services may be delivered by theSupplier using its employees, agents, subcontractors, consultants and/or one ormore Group Companies. The Supplier may allocate, coordinate or subcontract allor part of the Services across the Inventya Group where it reasonably considersthis appropriate to the scope of the engagement. The Supplier shall remainresponsible to the Client for the performance of the Services under theContract.

5.4 The Supplier may procure that specific specialist services,workstreams or deliverables are provided through or with support from a GroupCompany, including non-regulated advisory, grant, R&D tax, compliance,commercialisation, financial modelling, marketing, project support, accountingor other specialist teams within the Inventya Group, without creating aseparate contractual relationship between the Client and that Group Companyunless expressly agreed in writing.

6.Client Obligations

6.1 The Client shall during the Term: (a) co-operate with theSupplier in all matters relating to the Services; (b) provide, or whererequired procure the provision from third parties of, in a timely manner, suchinformation as the Supplier may reasonably require, including but not limitedto the Client Materials, and ensure that it is true, accurate and complete inall material respects; (c) provide, for the Supplier, its agents,subcontractors, consultants, employees and relevant Group Companies, in a timelymanner and at no charge, access to the Client's premises and other facilitiesas reasonably required by the Supplier or any of them; (d) obtain and maintainthroughout the Term all necessary consents and permissions which may berequired by the Supplier in order to allow the Supplier to provide theServices; and (e) where applicable to the Services, provide prompt instructionsfor any tax rebate to be paid into the Supplier's designated bank account, ifrequested by the Supplier.

6.2 If the Supplier's performance of its obligations under theContract is prevented or delayed by any act or omission of the Client, itsagents, subcontractors, consultants or employees, the Supplier shall: (a) notbe liable for any costs, charges or losses sustained or incurred by the Clientthat arise directly or indirectly from such prevention or delay; (b) beentitled to payment of the Fees despite any such prevention or delay; and (c)be entitled to recover any additional costs, charges or losses the Suppliersustains or incurs that arise directly or indirectly from such prevention ordelay.

6.3 The Client shall not without the prior written consent of theSupplier, at any time from the date of the Contract to the expiry of 12 monthsafter its termination or expiry, solicit or entice away from the Supplier orany Group Company or employ or attempt to employ any person who is, or hasbeen, engaged as an employee or subcontractor of the Supplier or any GroupCompany.

6.4 Any consent given by the Supplier in accordance with clause 6.3shall be subject to the Client paying to the Supplier on demand a sumequivalent to 20% of the then current annual remuneration of the Supplier's orrelevant Group Company's employee or subcontractor or, if higher, 20% of theannual remuneration to be paid by the Client to such employee or subcontractor.

7.Specific Service Provisions

Where Services includeR&D Tax Credit Services

7.1 The Client shall appoint the Supplier on an exclusive basis asits adviser for the R&D Tax Credit Services during the Term and shall notduring the Term appoint any other person or entity to perform the same orequivalent services without the Supplier's prior written consent.

7.2 Following submission of the R&D Tax Credit claim to HMRC,the Client shall pay, in addition to the Fees, the agreed Success Fee. TheSuccess Fee is calculated as a percentage of the total value of the R&D taxcredit claim, reflecting the facilitation and submission services provided. Forthe avoidance of doubt, the Success Fee shall become due and payable upon theearlier of: (a) HMRC's processing of the R&D tax credit claim; or (b) theSupplier's reasonable assumption that HMRC has processed the claim.

7.3 The Client undertakes during the Term to act in good faith withthe Supplier and shall keep the Supplier adequately informed of allcommunications it may receive directly from HMRC regarding its R&D taxcredit claims.

7.4 The Supplier makes no warranties that the Client's R&D TaxCredit claim to HMRC will be successful. The Client acknowledges and agreesthat the likelihood of success in securing R&D tax relief is dependent uponthe quality of the information provided by the Client. It is the responsibilityof the Client to provide accurate and reliable information that can bedemonstrated to HMRC in case of an audit.

7.5 The Supplier's R&D Tax Credit Services do not include anysupport or representation in relation to HMRC enquiries, reviews, audits orinvestigations unless expressly stated in Part A. If the Client requiressupport for such enquiries, this will be treated as a separate service andsubject to additional fees as agreed in a separate contract, order form orwritten variation.

Where Services includegrant funding services

7.6 Where the Services are to include grant funding, the Clientacknowledges and agrees that the likelihood of success in securing grantfunding is dependent upon the quality of the information provided by theClient. The Client shall use its best endeavours to promptly provide theSupplier with all necessary or required information in support of anysubmission for grant funding.

7.7 Where the grant funding application is for the benefit ofentities other than the Client (including a collaborative grant application),the Client shall use all reasonable endeavours to procure that such entitiesprovide all necessary or required information to the Supplier in a timelymanner.

7.8 Where the Client wishes to defer the submission of its grantfunding application to a later date, then such submissions may be deferred,however all Fees applicable to those Services remain due and payable by theClient. For the avoidance of doubt, the Client shall not be entitled to anyreimbursement of the Fees, whether in whole or in part, where any request for adeferred submission has been made.

7.9 Where the grant funding application is successful, the Clientshall pay, in addition to the Fees, the agreed Success Fee. For the avoidanceof doubt, the Success Fee shall become due and payable upon notification by thefunding body that the grant application has been successful, irrespective ofwhether the Client accepts the grant award offer, unless Part A expresslystates otherwise.

7.10 The Client acknowledges and agrees that the payment of the Feesis not conditional upon the success of the grant funding application and thatany failure by the Supplier to secure grant funding for the Client shall not,in the absence of manifest error or default by the Supplier, constitute groundsfor reimbursement of the Fees.

7.11 The Client undertakes during the Term to act in good faith withthe Supplier and shall promptly communicate the outcomes of all grant fundingbids to the Supplier.

Where Services includeFundraising Services or other corporate finance support

7.12 The Client acknowledges and agrees that in respect of theSupplier's performance of Fundraising Services, the likelihood of success insecuring funding is dependent upon market conditions, investor appetite and thequality of the information provided by the Client. The Client shall use itsbest endeavours to promptly provide the Supplier with all necessary or requiredinformation in support of the fundraising or financing process.

7.13 The Supplier's appointment for Fundraising Services isnon-exclusive unless Part A expressly states otherwise. The Client may conductfundraising itself and may engage other advisers, but the Supplier shall remainentitled to Fees and any Success Fee payable under the Contract in accordancewith these Conditions.

7.14 The Client shall promptly notify the Supplier in writing of:(a) any direct approach, enquiry, indication of interest or communication froma Protected Investor; (b) any material discussion, meeting or exchange with aProtected Investor in relation to a potential fundraising transaction; (c) anyterm sheet, offer, due diligence request, investment proposal or other proposalreceived from a Protected Investor; and (d) the completion of any relevantfundraising transaction involving a Protected Investor.

7.15 Where Part A provides for payment of a Success Fee forFundraising Services, the Success Fee shall be payable if, during the Term orthe Tail Period, the Client completes a fundraising or financing transactionwith a Protected Investor. This applies whether the transaction is completeddirectly by the Client, through another adviser, broker, introducer orintermediary, following direct contact by the Protected Investor to the Client,or through any affiliate, related fund, co-investment vehicle, nominee, specialpurpose vehicle or syndicate associated with the Protected Investor.

7.16 Unless Part A states otherwise, the Success Fee shall alsoapply to any follow-on funding completed with the same Protected Investor, orits affiliate or related vehicle, within 12 months after the initialcompletion.

7.17 For the purposes of this clause, a fundraising or financingtransaction includes equity investment, debt finance, venture debt, projectfinance, strategic investment, convertible instruments, SAFEs, loan notes,bridge finance and any other comparable funding transaction, including anyrefinancing, replacement funding, follow-on funding or further funding roundwhich is substantially connected to the fundraising process carried out duringthe Term or Tail Period.

7.18 Where a Success Fee is payable inrespect of Fundraising Services, the Success Fee shall be calculated on thegross amount of all funding, investment, loan, facility, commitment or proceedssecured, committed or made available to the Client or any member of its Group,whether received in one or more closings, tranches or drawdowns.

7.19 The Client shall not, directly or indirectly, take any step,omit to take any step, or adopt any structure, arrangement or course ofconduct, the intention or effect of which is to avoid, reduce, delay or defeatthe Supplier's entitlement to a Success Fee in relation to a ProtectedInvestor, including by transacting through another adviser, introducer,affiliate, related fund, co-investment vehicle, nominee, special purposevehicle, syndicate member or other intermediary or connected party.

Where Services includeProject Management and Grant Compliance Services

7.20 Where the Services are for project management, claimpreparation or compliance services, the Client recognises that the Supplierwill offer guidance aligned with the obligations and eligibility criteriaoutlined in the relevant grant funding agreement. Nevertheless, the Clientretains ultimate responsibility for project execution and the accuratesubmission of claims. It is the Client's duty to thoroughly review and approveall project documents before they are submitted to the funding entity.

7.21 The Client shall use its best endeavours to promptly providethe Supplier with all necessary or required information in support of thesubmission of claims and project reports to the funding authority and shallkeep the Supplier informed of all communications it receives from the fundingauthority that may impact delivery.

THECLIENT'S ATTENTION IS DRAWN TO THIS CLAUSE 7.22 - CLIENTS FROM INNOVATE UK OROTHER GOVERNMENT FULLY FUNDED PROGRAMMES

7.22 The Client acknowledges that by entering into the Contract, itshall be liable for all Fees due pursuant to the Contract and the Servicesprovided to it by the Supplier. The Client acknowledges that where it is alsoreceiving separate funded services from the Supplier or any Group Company,funded by Innovate UK or other Government Fully Funded Programmes (FundedSupport Programmes), such funded services are entirely separate from thisContract. Any services provided by the Supplier pursuant to this Contract arenot included in any business support package through other Funded SupportProgrammes. The Client's attention is drawn to the conflict-of-interestprovisions set out in clause 9 below.

8.Regulatory Position and Corporate Finance Service Provisions

8.1 The Supplier under this Contract is Inventya Capital Ltd (FRN1045284), which is an Appointed Representative of Infinity Asset ManagementLLP, which is authorised and regulated by the Financial Conduct Authority.Where stated in the Contract, the Supplier may act through any regulatorypermissions, appointed representative arrangements or other lawful structuresavailable to it from time to time.

8.2 The Client acknowledges that the Services may include acombination of regulated and non-regulated activities. Regulated activities, tothe extent included in the Services, shall be carried out only by the Supplieror through such persons or arrangements as are lawfully permitted.Non-regulated activities may be carried out by the Supplier and/or by one ormore Group Companies.

8.3 8.3 To the extent the Services include corporate finance orfundraising services, such Services are provided strictly on abusiness-to-business basis to corporate or commercial clients acting forpurposes connected with their business, trade or profession, and not toconsumers or retail clients, and are limited to the scope expressly describedin Part A and Part B.

8.4 Unless expressly stated otherwise in Part A or Part B, theServices do not include legal advice, tax advice, audit or assurance services,independent valuation opinions, discretionary investment management, custody orthe holding of client money.

8.5 Unless expressly agreed in writing and only to the extentpermitted by applicable law and the Supplier's regulatory permissions orarrangements, the Supplier does not provide personal recommendations to theClient or to investors, and does not assume responsibility for advising anyperson on the merits of entering into a particular investment.

8.6 The Client acknowledges that it is solely responsible forobtaining its own legal, tax, accounting and regulatory advice in relation toany transaction, fundraising, grant, tax claim or other financial arrangementand for deciding whether to proceed with any transaction or submission.

8.7 The Supplier may prepare, refine, summarise, model, present oranonymise Client Materials for presentation, submission, review or circulationpurposes, and shall be entitled to rely on all Client Materials and otherinformation supplied by or on behalf of the Client without independentverification unless the parties expressly agree otherwise in writing.

8.8 The Client warrants that all Client Materials and informationsupplied in connection with the Services are accurate, complete, up to date andnot misleading in any material respect, and acknowledges that the Suppliershall have no liability for any inaccuracy, omission, misstatement, delay orissue in any Deliverable, submission, model, investor material, claim, analysisor related output to the extent arising from inaccurate, incomplete, misleadingor late information supplied by or on behalf of the Client.

8.9 The Supplier may decline to circulate, submit or rely on anymaterial it reasonably believes to be inaccurate, incomplete, misleading,non-compliant or otherwise unsuitable.

8.10 Unless expressly included in Part A, substantial redrafting orredesign of a pitch deck, detailed financial model build or rebuild, extensivedue diligence support, negotiation support, investment committee materials,legal process co-ordination and post-term support may be charged separately atthe day rate or other rate stated in Part A or otherwise agreed in writing.

8.11 The Supplier shall handle any complaints relating to theServices in accordance with its complaints procedures and any applicable FCARules. Any rights to complain to the Financial Ombudsman Service or any otherbody shall apply only where and to the extent provided by applicable law orregulation.

9.Conflict of Interest Provisions

9.1 Where the Client is receiving funded business advisory supportservices from the Supplier or any Group Company through any funded supportprogramme, and the Client wishes to procure additional commercial servicesunder the Contract then the Client acknowledges and agrees: (a) that theengagement under the Contract is a commercial agreement, separate from anyfunded support programme; (b) the Services are not included in the fundedsupport programme; (c) while both engagements may be concurrent, they do notinterrelate with each other unless expressly stated in writing; and (d) thatthe nature of the Services and the difference between the Services and anyservices under the funded support programme have been explained by the Supplierprior to entering into the Contract.

9.2 By entering into the Contract, the Client confirms to theSupplier that it has undertaken adequate research into other providers ofsimilar commercial services available in the market and, after reviewing theservices and prices offered by other providers, has decided to enter into theContract with the Supplier without undue influence from the Supplier or any ofits employees or agents.

9.3 The Client acknowledges that the Services under the Contract maybe provided by a separate department, team or Group Company distinct from anyteam delivering funded support. By agreeing to these Conditions, the Clientconsents to the Supplier and relevant Group Companies disclosing to one anotherthe existence of the commercial engagement under the Contract and any separatefunded support engagement to the extent reasonably necessary for conflictmanagement, compliance, quality control and service delivery.

10.Charges and Payment

10.1 Where the Services provided are Consultancy Services, the Feesfor the Services shall be the fees/charges as set out in Part A or as otherwisenotified to the Client from time to time. The Fees for the Services shall bepaid to the Supplier on such dates or in such instalments as determined by theSupplier, including upon the Contract coming into force, in advance of any workcarried out or in advance of any submissions, or on the Supplier achievingpre-specified project milestones.

10.2 Where the Services provided are Retainer Services, the Fees forthe Services shall be as set out in Part A or as otherwise notified to theClient and shall be payable on the invoicing basis stated in Part A, or if notstated, monthly in advance for the month concerned.

10.3 Scope-Based Retainer Services: where the Services are providedon a retainer, partnership or ongoing support basis, the Fees cover the scopeof support expressly described in Part A and Part B and do not provide forunlimited support outside that agreed scope. Unless expressly stated otherwisein Part A, the Fees are not based on a fixed number of hours. If the Clientrequests work outside the agreed scope, or if there is a material change inpriorities, requirements, timetable, transaction complexity, number of activeworkstreams, number of submissions or level of support reasonably required, theSupplier may propose a revised scope, timetable and/or additional fees, whichshall be agreed in writing before such additional work is undertaken.

10.4 Excluded / Additional Work: For theavoidance of doubt, unless expressly included in Part A or Part B, the Fees donot include: (a) more than one grant application or submission process at atime;
(b) resubmission of a grant application to a later or alternative call;
(c) full rewrite or repeated redesign of investor materials beyond reasonableiterative refinement;
(d) preparation of extensive due diligence responses, data room population ormanagement, or transaction document mark-up;
(e) legal, tax, audit, assurance, accounting or regulated advice outside thescope expressly stated;
(f) attendance at multiple investor, lender or stakeholder meetings beyondthose reasonably contemplated by the agreed scope;
(g) work arising from a material change in the Client’s funding strategy,transaction structure, target raise, target investors, timetable or businessplan.
Any such work may be quoted for separately or may require the scope, timetableand Fees to be revised.

10.5 Where the Services provide for payment of a Success Fee, theSuccess Fee shall be calculated as set out in Part A or as otherwise notifiedto the Client from time to time. All Success Fees shall be payable upon receiptof invoice unless Part A provides a different payment period.

10.6 Unless otherwise stated in Part A,any Success Fee shall become due as follows:
(a) in the case of equity investment, strategic investment, convertibleinstruments, SAFEs or loan notes, on completion or first closing of therelevant transaction;
(b) in the case of debt, venture debt, loan facilities or project finance, onthe earlier of first drawdown or the date on which the relevant facilitybecomes unconditionally available for drawdown by the Client;
(c) in the case of grant funding, on notification of grant award accepted bythe Client or, if earlier, upon the Client becoming entitled to receive thegrant funding; and
(d) in the case of R&D tax claims, in accordance with clause 7.2,
and in each case the Supplier may invoice the Client accordingly.

10.7 Unless Part A states otherwise, where funding occurs inmultiple closings forming part of the same round or transaction, the SuccessFee shall apply to the full amount raised from the relevant Protected Investoror funding source covered by the Contract.

10.8 All Fees (including any Success Fee) are exclusive of VAT andany other applicable taxes and duties or similar charges, which shall bepayable by the Client at the rate and manner from time to time prescribed bylaw.

10.9 Without prejudice to any other right or remedy that theSupplier may have, if the Client fails to pay the Supplier on the due date theSupplier may: (a) charge interest on such sum from the due date for payment atthe annual rate of 8% above the Bank of England's base lending rate accruing ona daily basis and being compounded quarterly until payment is made, whetherbefore or after any judgment; and (b) suspend all Services until payment hasbeen made in full.

10.10 Time for payment shall be of the essence of the Contract.

10.11 Unless otherwise specified by the Supplier, the Client shallpay each invoice submitted to it by the Supplier in full, and in cleared funds,upon receipt. The Client shall pay all Fees in pounds sterling or Euros (asdetermined by the Supplier and notified to the Client) to a bank accountnominated in writing by the Supplier from time to time.

10.12 All Fees payable to the Supplier under the Contract shallbecome due immediately on termination of the Contract, despite any otherprovision. This clause is without prejudice to any right to claim for interestunder the law, or any such right under the Contract.

10.13 All amounts due under the Contract shall be paid by the Clientto the Supplier in full without any set-off, counterclaim, deduction orwithholding (other than any deduction or withholding of tax as required bylaw). The Supplier may, without prejudice to any other rights it may have, setoff any liability of the Client to the Supplier against any liability of theSupplier to the Client.

10.14 Where Part A provides for a reinvestment credit, growth valuemultiplier or similar post-Success Fee credit mechanism, such credit shallarise only once the relevant Success Fee has been paid in full in cleared fundsand shall operate strictly in accordance with the terms set out in Part A.Unless Part A states otherwise, any such credit:
(a) shall be non-refundable and non-transferable;
(b) shall be personal to the Client;
(c) shall be redeemable only against future retainer-based, partnership-based orother agreed services provided by the Supplier or a Group Company;
(d) shall not apply retrospectively to existing invoices or to ad hoc servicesunless expressly agreed in writing;
(e) shall expire automatically if not used within the period stated in Part A,or if no period is stated, within 18 months of the date of issue; and
(f) may be suspended or cancelled by the Supplier if any sums due under theContract remain overdue.

11.Intellectual Property Rights

11.1 In relation to the Deliverables: (a) the Supplier and itslicensors shall retain ownership of all Intellectual Property Rights in theDeliverables excluding the Client Materials which are incorporated in them; (b)subject to the payment of the Fees, the Supplier grants the Client, or shallprocure the direct grant to the Client of, a fully paid-up, worldwide,non-exclusive, royalty-free licence during the Term and thereafter for theClient's internal business purposes to copy and modify such Deliverables forthe purpose of receiving the Services and using the Deliverables in theClient's business.

11.2 In relation to the Client Materials, the Client and itslicensors shall retain ownership of all Intellectual Property Rights in theClient Materials and grant to the Supplier and each relevant Group Company afully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licenceto copy and modify the Client Materials for the Term and thereafter to theextent reasonably necessary for the purpose of providing the Services to theClient in accordance with the Contract and keeping appropriate records.

11.3 The Client: (a) warrants that the receipt and use of the ClientMaterials in the performance of the Contract by the Supplier, its agents,subcontractors, consultants, employees and Group Companies shall not infringethe rights, including any Intellectual Property Rights, of any third party; and(b) shall indemnify the Supplier in full against all liabilities, costs,expenses, damages and losses suffered or incurred by the Supplier arising outof or in connection with any claim brought against the Supplier or any GroupCompany for actual or alleged infringement of a third party's IntellectualProperty Rights arising out of, or in connection with, the receipt or use inthe performance of the Services of the Client Materials.

12.Data Protection

12.1 The Client shall own all right, title and interest in and toall of the Client Data and shall have sole responsibility for the legality,reliability, integrity, accuracy and quality of the Client Data.

12.2 In the event of any loss or damage to Client Data by theSupplier, the Client's sole and exclusive remedy shall be for the Supplier touse reasonable commercial endeavours to restore the lost or damaged Client Datafrom the latest back-up of such Client Data maintained by the Supplier. TheSupplier shall not be responsible for any loss, destruction, alteration, ordisclosure of Client Data caused by any third party (except those third partieswhich are subcontracted by the Supplier to perform services related to ClientData maintenance and back-up).

12.3 For the purposes of the remainder of this clause 12, the termscontroller, processor, data subject, personal data, personal data breach andprocessing shall have the meaning given to them in the UK GDPR and the termSupplier shall mean the Supplier or any member of its Group involved inprocessing relevant Client Personal Data.

12.4 Both parties will comply with all applicable requirements ofthe Applicable Data Protection Laws. This clause 12.4 is in addition to, anddoes not relieve, remove or replace, a party's obligations or rights underApplicable Data Protection Laws.

12.5 In respect of any Client Personal Data, the parties acknowledgethat if for the purpose of the Contract the Supplier or a relevant GroupCompany is required to process the Client Personal Data, the Client is thecontroller and the Supplier is the processor acting on behalf of the Client.The processing of Client Personal Data under the Contract shall be restrictedin respect of its duration to the Term and, in respect of its subject matter,nature and purpose, to such processing activities and purposes as the Supplieris reasonably required to undertake in connection with its performance underthe Contract.

12.6 The Client will ensure that it has in place all necessaryappropriate legal bases, consents (if required), notices and policies to enablethe lawful transfer of Client Personal Data to the Supplier and any relevantGroup Company for the duration of the Term and for the purpose of the Contract.

12.7 The Supplier will: (a) obtain a commitment of confidentialityfrom any person it allows to process Client Personal Data; (b) implementappropriate technical and organisational measures to ensure an appropriatelevel of security of Client Personal Data and assist the Client to respond torequests for exercising data subjects' rights; (c) assist the Client to complywith its obligations in respect of any Client Personal Data breach; (d) makeavailable to the Client all information reasonably necessary to demonstratecompliance with this clause 12; and (e) on termination or expiry of theContract, at the Client's choice and cost, delete or return to the Client allClient Personal Data and copies thereof that it has within its power, ownershipor control, subject to any legal retention requirements.

12.8 The Client provides its prior, general authorisation for theSupplier to appoint processors to process the Client Personal Data (ifrequired), including within the Inventya Group, provided that the Suppliershall ensure that the terms on which it appoints such processors comply withApplicable Data Protection Laws and remain responsible for the acts andomissions of such processors as if they were the acts and omissions of theSupplier.

13.Limitation of Liability

13.1 Nothing in the Contract excludes or limits liability for: (a)death or personal injury caused by negligence; (b) fraud or fraudulentmisrepresentation; (c) breach of the terms implied by section 2 of the Supplyof Goods and Services Act 1982 (title and quiet possession); or (d) any otherliability which cannot lawfully be limited or excluded.

13.2 Subject to clause 13.1, all warranties, conditions and otherterms implied by statute or common law are excluded to the greatest extentpermitted by law.

13.3 Subject to clause 13.1, the Supplier shall not in anycircumstances be liable, whether in contract, tort (including negligence),misrepresentation or otherwise, for loss of profits, loss of sales or business,depletion of goodwill, loss of anticipated savings, loss of contracts, loss ofuse, wasted expenditure, loss or corruption of data or information, or anyspecial, indirect, consequential or pure economic loss, costs, damages, chargesor expenses.

13.4 Subject to clause 13.1, the Supplier's total aggregateliability arising in connection with the Contract shall be limited to an amountequal to the Fees actually paid by the Client for the Services during theprevious 12-month period.

13.5 The Client acknowledges that the Supplier does not guaranteeany fundraising outcome, grant outcome, tax outcome or other financial outcomeand that all commercial, financing, tax and project decisions remain mattersfor the Client and relevant third parties.

14.Termination

14.1 Either party may terminate the Contract without liability tothe other if: (a) the other party commits a material breach of any term of theContract and, if that breach is remediable, fails to remedy it within 30 daysafter being notified in writing to do so; (b) the other party is unable to payits debts as they fall due, enters into a compromise or arrangement with itscreditors, or any step is taken in connection with its administration,liquidation, winding up, receivership or analogous process; or (c) the otherparty's financial position deteriorates to such an extent that, in theterminating party's reasonable opinion, its ability to give effect to the termsof the Contract is in jeopardy.

14.2 Without prejudice to any other rights or remedies to which theSupplier may be entitled, the Supplier may terminate the Contract: (a)immediately on notice if the Client fails to pay any amount due under theContract on the due date for payment and remains in default for not less than 7days after being notified in writing to make such payment; or (b) by givingsuch written notice as is stated in Part A, or if no period is stated, not lessthan 28 days' written notice to the Client.

15.Consequences of Termination

15.1 On expiry or termination of the Contract for any reason: (a)the Supplier's provision of the Services shall cease with immediate effect; (b)the Client shall immediately pay to the Supplier all Fees and other sums duebut unpaid, together with any accrued interest; (c) in respect of Servicessupplied but not yet invoiced, the Supplier may submit an invoice which shallbe payable in accordance with clause 10; and (d) all provisions which expresslyor by implication are intended to come into or continue in force aftertermination or expiry shall remain in full force and effect, including clausesrelating to payment, Fees, Success Fees, Protected Investors, the Tail Period,follow-on funding, notification obligations, anti-circumvention,confidentiality, intellectual property, data protection, limitation ofliability and governing law.

15.2 Termination of the Contract shall not affect any rights,remedies, obligations or liabilities of the parties accrued up to the date oftermination.

16.Force Majeure

16.1 Neither party shall be in breach of the Contract or otherwiseliable for any failure or delay in the performance of its obligations to theextent that such delay or failure results from events, circumstances or causesbeyond its reasonable control.

17.Confidential Information and Notices

17.1 Each party undertakes that it shall not at any time disclose toany person any confidential information concerning the business, affairs,customers, clients or suppliers of the other party except as permitted by thisclause 17.

17.2 Each party may disclose the other party's confidentialinformation: (a) to its employees, officers, representatives, subcontractors oradvisers, including Group Companies and their personnel, who need to know suchinformation for the purposes of carrying out the party's obligations under theContract, provided that it ensures such persons comply with this clause 17; and(b) as may be required by law, a court of competent jurisdiction or anygovernmental or regulatory authority.

17.3 Neither party shall use the other party's confidentialinformation for any purpose other than to perform its obligations under theContract.

17.4 Nothing in the Contract prevents the Supplier from maintaininginternal records of introductions, Protected Investors, outreach activity,transaction discussions, project history and related evidence for the purposeof administering the Contract, managing conflicts and enforcing its rights.

17.5 Any notice given to a party under or in connection with theContract shall be in writing and shall be delivered by hand, pre-paidfirst-class post or other next working day delivery service at its registeredoffice or principal place of business, or sent by email to the address notifiedby the receiving party for contractual notices.

17.6 Any notice shall be deemed to have been received: (a) ifdelivered by hand, at the time the notice is left at the proper address; (b) ifsent by pre-paid first-class post or other next working day delivery service,at 9.00 am on the second Business Day after posting; or (c) if sent by email,at the time of transmission, provided that no delivery failure message isreceived.

18.General

18.1 Waiver. A waiver of any right or remedy is only effective ifgiven in writing and shall not be deemed a waiver of any subsequent right orremedy. A delay or failure to exercise, or the single or partial exercise of,any right or remedy shall not waive that or any other right or remedy.

18.2 Entire agreement. The Contract constitutes the entire agreementbetween the parties and supersedes all previous and contemporaneous agreements,promises, assurances and understandings between them relating to its subjectmatter. Each party acknowledges that, in entering into the Contract, it doesnot rely on any statement, representation, assurance or warranty not set out inthe Contract.

18.3 Assignment. The Supplier may at any time assign, transfer,mortgage, charge, subcontract or deal in any other manner with any or all ofits rights and obligations under the Contract, including to any Group Company.The Client shall not, without the prior written consent of the Supplier,assign, transfer, mortgage, charge, subcontract, declare a trust over or dealin any other manner with any of its rights and obligations under the Contract.

18.4 No partnership or agency. Nothing in the Contract is intendedto, or shall be deemed to, establish any partnership or joint venture betweenthe parties, constitute either party the agent of the other, or authoriseeither party to make or enter into any commitments for or on behalf of theother, except as expressly stated in the Contract.

18.5 Severance. If any provision or part-provision of the Contractis or becomes invalid, illegal or unenforceable, it shall be deemed modified tothe minimum extent necessary to make it valid, legal and enforceable. If suchmodification is not possible, the relevant provision or part-provision shall bedeemed deleted. Any modification to or deletion of a provision orpart-provision shall not affect the validity and enforceability of the rest ofthe Contract.

18.6 Third-party rights. A person who is not a party to the Contractshall not have any rights under the Contracts (Rights of Third Parties) Act1999 to enforce any term of the Contract, save that any Group Company may relyon any term of the Contract which expressly confers a benefit on it.

18.7 Governing law and jurisdiction. The Contract and any dispute orclaim arising out of or in connection with it or its subject matter orformation shall be governed by and construed in accordance with the law ofEngland and Wales. Each party irrevocably agrees that the courts of England andWales shall have exclusive jurisdiction to settle any dispute or claim arisingout of or in connection with the Contract or its subject matter or formation.