Version 1.6. Dated 10 October 2026. Working draft replacing v1.5 for review. Previously issued and signed terms, if any, are not varied by this draft.

These are the terms on which Foothold Partners Ltd supplies market development services. They apply to every engagement accepted under an Engagement Confirmation issued by Foothold.

Foothold Partners Ltd is a company registered in England and Wales under company number 17492850. Its registered office is 167-169 Great Portland Street, 5th Floor, London W1W 5PF.

1. These terms, and how they apply

1.1 These terms, together with the Engagement Confirmation and its schedules, form the agreement between Foothold and the Client (the "Agreement"). Where the Engagement Confirmation and these terms conflict, the Engagement Confirmation prevails on scope and fees and these terms prevail on everything else.

1.2 The Agreement comes into effect on the date the Client accepts the Engagement Confirmation. No meeting, telephone call or signing ceremony is required. Acceptance means any of the following:

(a) signature of the Engagement Confirmation, by hand or electronically;

(b) a written communication from the Client stating that it accepts the Engagement Confirmation and these terms; or

(c) payment of the Initial Commitment, where that payment is made after the Engagement Confirmation and these terms have been supplied to the Client.

1.3 Foothold will not begin onboarding, research or outreach until acceptance under clause 1.2(a) or 1.2(b) has been received, whether or not payment has been made. Where payment is received without such acceptance, Foothold will request it before any work begins. Clause 1.2(c) exists so that the Client cannot pay, receive the benefit of the Services and then assert that no agreement was formed.

1.4 The person accepting on behalf of the Client confirms that they have authority to bind the Client.

1.5 The version of these terms attached to the Engagement Confirmation is the version that applies to that engagement for its duration. A later version does not apply to an engagement already accepted unless both parties agree in writing.

1.6 These terms apply to the exclusion of all other terms. No terms or conditions put forward by the Client form part of the Agreement or have any effect, whatever document they appear in, whenever they are submitted, and whether or not Foothold has signed, returned, acknowledged or performed against that document. This includes any purchase order, supplier agreement, framework, vendor onboarding document, portal registration, procurement conditions or standard conditions of purchase.

1.7 Where Foothold signs, returns, completes or registers on any such document, it does so for administrative purposes only. That act is not an offer, an acceptance or a variation, and it does not incorporate any term of that document into the Agreement. Foothold performs the Services only on these terms.

2. Definitions

Build

the one-off calibration and initial research programme described in the Engagement Confirmation, including initial market mapping and a proposed Opportunity Register.

Develop

the ongoing monthly market development work described in the Engagement Confirmation.

Group

in relation to a company, that company together with its subsidiaries, its holding companies and the subsidiaries of those holding companies, in each case as defined in section 1159 of the Companies Act 2006.

Initial Commitment

the Build fee plus the first paid month of Develop, as set out in the Engagement Confirmation. The minimum obligation additionally includes three further paid Develop months under clauses 5 and 13.

Introduction

the documented identification or material commercial development by Foothold of a specific buyer requirement or potential requirement, evidenced in the relevant opportunity entry. Generic account research or the mere inclusion of a company name does not by itself constitute an Introduction for performance-fee purposes.

Register, or Opportunity Register

the cumulative, version-controlled record of specifically identified commercial opportunities proposed and accepted under clause 7, distinguishing pending entries from accepted entries.

Registered Opportunity

a particular opportunity with a named buyer, defined relevant project, need or procurement package, and specified Client offering, that has been recorded with the evidence required by clause 7.4 and expressly accepted by the Client in writing under clause 7.6. Registration never grants a commission entitlement over all orders from that buyer.

Pre-existing Pipeline

the dated list of existing specific opportunities disclosed by the Client under clause 7.2, including credible later evidence of a prior active opportunity where reasonably available.

Pre-existing Opportunity

a particular requirement, project, procurement package or order within the proposed Registered Opportunity scope that the Client was already substantively pursuing before Foothold identified or materially developed it, shown by reasonable contemporaneous records. A prior customer relationship alone is not an automatic exclusion of a genuinely distinct Foothold opportunity, but unrelated prior work is never made commissionable by account registration.

Protection Period

twenty-four months beginning on the written acceptance date of the particular Registered Opportunity under clause 7.6. Each opportunity has its own fixed end date and termination does not restart the period.

Qualifying Business

an order, contract, binding purchase order or expressly committed framework amount entered into within the Protection Period, to the extent that the order is for the specific scope of a Registered Opportunity and is materially attributable to Foothold’s documented identification or authorised development activity. Later new orders, separate packages, unrelated divisions, call-offs and renewals qualify only if they independently meet these requirements and are contractually binding within that period.

Services

Build and Develop together.

Signed Order Value

the total value payable to the Client under the relevant Qualifying Business as at the date it is entered into, excluding value added tax, and excluding any amount the Client passes through to a third party at cost on which it earns no margin provided that the pass through amount is identified in writing in the notification given under clause 8.7 and evidenced by the relevant supplier invoice or quotation within twenty working days of that notification. A pass through amount not identified and evidenced in that way forms part of the Signed Order Value.

Working day

a day other than a Saturday, Sunday or public holiday in England.

3. What Foothold does

3.1 Foothold researches the Client’s agreed markets, maps potentially relevant buying organisations, monitors material developments and, only where substantiated and authorised, undertakes evidence-led commercial contact. The Client retains control over proposals, negotiation and contracts.

3.2 Foothold provides the Client with its researched account universe and with an Opportunity Register identifying specific proposed commercial opportunities. An account being researched or monitored does not itself create a Registered Opportunity or a performance-fee entitlement.

3.3 Foothold carries out the Services with reasonable skill and care, and reports activity and outcomes at the frequency stated in the Engagement Confirmation.

3.4 Foothold configures and operates the campaign infrastructure on the Client's behalf, including email sending, domains and research tooling.

3.5 Asynchronous subscription. Foothold supplies the Services through an ongoing subscription using written electronic reporting, research delivery, notifications and documented Client approvals. No recurring or ad hoc meetings, sales calls, onboarding calls or review calls are included in or required to access the Services. Neither party is obliged to participate in synchronous meetings under this Agreement. Written acceptance, instructions and approvals through an agreed authorised channel are sufficient.

3.6 Written accountability. During Develop, Foothold will provide a concise written weekly decision and exception summary and a monthly written priorities and allocation report, unless a different written cadence is expressly set out in the Engagement Confirmation. The reports will distinguish verified evidence, open questions, proposed actions, Client approvals required and outcomes. An account remaining in Watch or Investigate for two consecutive monthly review cycles without a material new development will be assessed in writing for continued monitoring, deprioritisation or reallocation of research capacity; lack of new evidence does not justify manufactured contact.

3.7 Pre-subscription Market Read. Any complimentary Market Read, where Foothold agrees to undertake one, is a limited preliminary assessment of the applicant’s stated offering and market. It may include evidence-based aggregate counts, market segments, appropriately qualified value ranges, assumptions and a written proceed / validate / decline determination. It does not disclose the names of researched target companies, individual buyers, named account registers, buyer contact details or underlying account-specific research files. These are supplied, where within scope, only following acceptance of a paid Engagement Confirmation. A complimentary Market Read is not a promise of a sale, a complete market census or commencement of the Services.

4. What Foothold does not do

4.1 Foothold does not negotiate, agree or sign any contract on behalf of the Client. Foothold is not the Client's agent for the sale of anything, owes the Client no fiduciary duty, and has no authority to make any representation, warranty or commitment on the Client's behalf.

4.2 Foothold does not guarantee any number of meetings, opportunities, orders, or any level of revenue. The Services are a research and market development service. Whether a target company buys, and on what terms, is decided by that company and by the Client.

4.3 Foothold does not scope, price, quote for or deliver the Client's own products or services.

4.4 The Client remains responsible for the accuracy of everything it tells Foothold about its own products, services, capacity, pricing, lead times and compliance position.

5. Fees and payment

5.1 The fees are stated in the Engagement Confirmation. All fees, including the performance fee, are exclusive of value added tax, which is payable in addition where Foothold is registered for value added tax.

5.2 Foothold is not obliged to start work until the Initial Commitment is received in cleared funds and written acceptance has been received under clause 1.3. The four paid Develop months begin on the Develop commencement date expressly recorded in the Engagement Confirmation, as amended by mutual written agreement. Build/calibration does not reduce the four paid Develop months.

5.3 The monthly Develop fee is payable in advance for four consecutive paid monthly periods from the agreed Develop commencement date, subject to clause 13.3. The first month forms part of the Initial Commitment; months two to four are collected at the stated monthly fee. After this minimum, Develop continues month to month unless ended under clause 13.2. The Client will establish the agreed payment method at onboarding.

5.4 Invoices other than the monthly fee are payable within fourteen days of the invoice date.

5.5 Where a sum remains overdue for more than ten working days, and Foothold has given not less than five working days written notice of its intention to do so, Foothold may suspend all or part of the Services, including outreach. The Services resume promptly once payment has cleared. A suspension under this clause does not extend any Protection Period, does not reduce any fee already due or accruing, and is not a breach of the Agreement by Foothold.

5.6 The monthly Develop fee cannot increase during the initial four paid months except by a written variation signed by both parties. Afterwards Foothold may propose an increase once in any twelve months on at least sixty days’ written notice. The Client may decline and end the agreement before the proposed increase becomes effective without any additional minimum term.

5.7 Interest is payable on overdue sums at four per cent above the Bank of England base rate, accruing daily, or at the rate provided by the Late Payment of Commercial Debts (Interest) Act 1998 if higher.

5.8 The Client will pay all sums due in full and without set off, counterclaim, deduction, retention or withholding of any kind, except any deduction required by law.

5.9 A performance fee is not conditional on the Client's satisfaction with Develop. A dispute, claim or counterclaim relating to the Services is pursued separately under clause 19 and does not entitle the Client to withhold a performance fee. Nothing in this clause prevents the Client from bringing such a claim.

6. Third party costs

6.1 Campaign infrastructure, software, data and sending services are charged to the Client at cost. Foothold applies no margin or mark up to them.

6.2 Where practical the Client contracts directly with the supplier and pays the supplier directly, and Foothold configures and manages the account. Where Foothold incurs a cost on the Client's behalf it is recharged at cost, with the supplier invoice supplied.

6.3 Accounts and assets set up in the Client's name, including domains purchased for the Client's campaign, belong to the Client and are transferred to the Client's control on request and on termination.

6.4 Foothold will not incur any third party cost exceeding the thresholds stated in the Engagement Confirmation without the Client's prior written approval.

7. The Opportunity Register

7.1 Purpose. The Register records specific identified opportunities, not a list of companies on which commission is automatically earned. Foothold may monitor any account within the agreed research scope without that account or unrelated orders becoming commissionable. Only accepted Registered Opportunities can produce Qualifying Business under clause 8.

7.2 Existing pipeline and exclusions. Before active development the Client may disclose known active opportunities relevant to the agreed market through a dated written schedule identifying the company, project or requirement, division/site, offering and reasonable available evidence. The parties will confirm in writing any expressly excluded accounts or groups as well as excluded specific opportunities. Foothold will not propose a Registered Opportunity within an agreed excluded account or group while that exclusion applies. A genuinely pre-existing opportunity remains excluded even if omitted initially where reasonable contemporaneous evidence is later supplied. Pre-existing account relationships do not by themselves make unrelated, genuinely new, expressly accepted opportunities commissionable or excluded; any account-level exception must be recorded in writing.

7.3 Proposal and delivery. Foothold proposes an opportunity entry in the Register and delivers it to the Client with the supporting evidence. A proposed entry remains pending, and attracts no performance fee, until it is expressly accepted under clause 7.6. The Register distinguishes all pending, accepted, rejected and expired entries. The Client can obtain its current Register at any time.

7.4 Required evidence. Each proposed entry records a unique identifier; named buyer legal entity and relevant division/site; specific requirement, project or package; the Client product/service and why it may fit; dated source references and uncertainty; Foothold’s material contribution through original discovery or authorised commercial development; scope/exclusions; the proposal date; the Client’s acceptance and date; and the 24-month expiry date. Missing substantive information prevents acceptance and fee entitlement until corrected.

7.5 Review window. The Client will review the initial batch of proposed opportunities within ten working days and each subsequent proposed entry within five working days. The parties may extend a review period in writing where technical or procurement validation is needed.

7.6 Express acceptance. A Registered Opportunity exists only once the Client confirms its acceptance in writing by referencing the opportunity identifier and scope, including by email. Silence, an administrative acknowledgement or acceptance of an account research report does not constitute acceptance. If the Client does not respond, the entry remains pending, and Foothold may defer further development of that specific opportunity while continuing other agreed work.

7.7 Delivery record. Foothold keeps dated copies of each entry, its source evidence, the Client’s response and subsequent changes. Changes that expand a Registered Opportunity to a new project, site, offering or materially different need require a fresh express written acceptance and do not retroactively extend the original Protection Period.

7.8 Objections and exclusions. The Client may reject an entry or request correction within the review window where it is pre-existing, inadequately evidenced, outside scope or otherwise commercially unsuitable, giving reasonable supporting information. An unresolved disputed entry remains unaccepted and generates no fee until the parties agree its scope in writing. The parties will act in good faith in resolving genuine evidential disputes.

7.9 Scope of acceptance. Acceptance protects only the specific documented opportunity. It does not capture all business with the buyer, its Group, unrelated divisions, follow-on sales or a separate future project. Foothold may propose a separate genuinely distinct opportunity with the same buyer, which requires its own evidence and written acceptance.

8. The performance fee

8.1 A performance fee at the rate agreed in the Engagement Confirmation is payable only on Qualifying Business arising from an accepted Registered Opportunity, calculated on the relevant Signed Order Value and subject to clauses 8 and 9.

8.2 Material attribution. Foothold must have documented its material contribution to identifying or developing the particular accepted opportunity before the relevant binding order. A commission is not earned merely because the customer appears in a research list or Register. Foothold need not negotiate or close the eventual sale, but the order must be demonstrably within the accepted scope and reasonably attributable to that documented contribution. The Client’s existing or independent opportunities are excluded.

8.3 The amount of the performance fee becomes fixed on the date the relevant Qualifying Business is entered into, calculated on the Signed Order Value at that date.

8.4 Payment follows the Client's own receipts. As and when the Client receives payment from its customer under the relevant Qualifying Business, a proportionate part of the performance fee becomes due, in the same proportion that the payment received bears to the Signed Order Value.

8.5 Where part of the Qualifying Business is cancelled, reduced in scope, or ultimately not paid by the customer, the corresponding proportion of the performance fee reduces accordingly. Where Foothold has already been paid that proportion it is credited against the next performance fee due or, if none falls due within three months, refunded.

8.6 Currency. Where the Signed Order Value is expressed in a currency other than sterling, it is converted into sterling at the Bank of England spot rate on the date the Qualifying Business is entered into, and the performance fee is calculated and payable in sterling.

8.7 Notification. Within ten working days after entering into Qualifying Business the Client will notify Foothold in writing, stating the Registered Opportunity identifier, order reference, accepted scope matched to the order, Signed Order Value, currency, eligible pass-through amount and expected receipt profile. The Client will notify Foothold of relevant receipts, reductions and cancellations within ten working days after becoming aware of them.

8.8 Quarterly statement. Within ten working days after each quarter end, during the Agreement and while any relevant accepted opportunity Protection Period is open, the Client will report new Qualifying Business and relevant receipts by opportunity identifier, or confirm nil. After expiry, reporting continues only for already qualifying orders where receipts remain outstanding.

8.9 Foothold invoices each part of the performance fee as and when it becomes due under clause 8.4, and each invoice is payable within fourteen days. Notification under clause 8.7 that Qualifying Business has been entered into fixes the amount of the fee under clause 8.3 but does not of itself make any part of it due or invoiceable.

8.10 Frameworks, phases and call-offs. An uncommitted framework ceiling or supplier approval does not itself attract commission. Only a legally committed order value within the accepted opportunity scope and 24-month Protection Period qualifies. Separate call-offs, phases and repeat orders are assessed individually: each must be binding within that period, fall within the same expressly accepted opportunity scope and satisfy clause 8.2. No open-ended entitlement arises from a framework award.

8.11 Changes and renewals. A variation increasing an already qualifying order attracts additional commission only to the extent the increase becomes legally binding within the opportunity’s Protection Period and remains within the accepted scope. A new renewal, extension or separate package after expiry is not Qualifying Business. Later instalment receipts for the original qualifying commitment remain subject to clause 8.4.

8.12 Spares, services and maintenance are not automatically commissionable merely because the buyer purchased an eligible product. They qualify only where expressly covered by the accepted opportunity and otherwise meeting the definition of Qualifying Business within the Protection Period.

8.13 Corporate groups. A related buyer or supplier Group company may be involved only where the actual contracting arrangement clearly concerns the same accepted opportunity, project and commercial scope. Membership of a corporate group alone does not make unrelated orders commissionable.

8.14 Intermediaries. An order placed through a distributor, agent, reseller, systems integrator or main contractor qualifies only where the documented end-buyer project is the specific accepted Registered Opportunity and the Client’s own contracted supply is within that scope. Signed Order Value is limited to the amount payable to the Client, not the intermediary’s wider contract.

8.15 Successors. If the buyer changes its name, merges or transfers the specifically registered project to a successor, the accepted opportunity may follow that project, but neither its scope nor its fixed 24-month deadline expands.

8.16 Verification. On reasonable written request, not more than twice in a twelve-month period unless there are reasonable documented grounds for concern, the Client will provide the records needed to verify accepted Registered Opportunities, Qualifying Business and related receipts. Requests must be proportionate and limited to the specific accepted opportunity, relevant order and settlement evidence. Foothold keeps all such records confidential. Material under-reporting may require reimbursement of reasonable verification costs.

9. Protection Period and exclusions

9.1 The Protection Period for each Registered Opportunity runs for twenty-four months from the date of the Client’s express written acceptance of that specific opportunity under clause 7.6. It does not begin on the date a company was researched, restart after termination or extend merely because an order is signed.

9.2 No performance fee is payable for an unaccepted Register entry, a Pre-existing Opportunity, an order outside the expressly accepted scope, a requirement Foothold did not materially identify or develop, or a new order that becomes binding after the relevant Protection Period.

9.3 A distinct opportunity with the same customer, another site or another project is never automatically captured by an earlier registration. It must have its own evidence, written acceptance and 24-month period before any commission arises.

9.4 The parties agree that the 24-month period reflects potentially lengthy industrial decision cycles. Any commission is a contractual fee for substantiated, accepted commercial development and not a charge against the buyer relationship generally.

10. Ownership of research, contacts and data

10.1 The Client owns the research, the contact data and the campaign data produced for it under the Agreement, including the Register, the market map, the target company research and the outreach records. Foothold assigns to the Client all rights it holds in that material, and will supply it in a usable format on request and on termination.

10.2 Foothold retains ownership of its own methods, frameworks, templates, research process, qualification and scoring approach, tooling and know how, and of any sector level research corpus that is not specific to the Client. Nothing in clause 10.1 transfers any of that.

10.3 Clause 10.1 does not discharge performance fees properly earned on Qualifying Business arising from a specific accepted Registered Opportunity. Ownership of research or account data neither creates nor expands the fee entitlement. There is no fee over a buyer relationship simply because its identity appears in a data set.

10.4 Foothold may describe the nature of the work carried out in general terms, but will not name the Client or disclose Client specific information publicly without the Client's prior written consent.

11. Confidentiality

11.1 Each party will keep confidential all non public information it receives from the other under the Agreement, will use it only for the purposes of the Agreement, and will not disclose it to any third party except to its own personnel and professional advisers who need it and who are bound by equivalent obligations.

11.2 The Register, the market research, the named target companies and the commercial analysis supplied under the Agreement are confidential to the parties. The Client will not disclose them to, or permit their use by, any other market development, sales, lead generation, recruitment or consulting provider.

11.3 These obligations do not apply to information which is public other than through a breach of this clause, which a party already held without obligation of confidence, or which it is required by law or by a regulator to disclose.

11.4 This clause survives termination for three years. Any confidentiality and personal-data duties which by law or by their nature require a longer period, including protection of confidential opportunity-level payment records, continue for as long as legally required or reasonably necessary.

11.5 No confidentiality obligation arose before the Agreement. Any research document supplied to the Client before acceptance was prepared so that no such obligation was necessary.

12. Data protection and warranties

12.1 Each party will comply with the UK General Data Protection Regulation, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003.

12.2 Foothold acts as controller in respect of the business contact data it researches, selects and holds for the purpose of identifying and approaching target companies, because it determines the purposes and means of that processing.

12.3 Foothold acts as processor, and the Client as controller, in respect of personal data processed solely on the Client's documented instructions, including any pipeline or customer relationship management data the Client supplies. The Schedule applies to that processing.

12.4 The parties acknowledge that the allocation of controller and processor roles is determined by the facts of each activity and not by the labels used in this Agreement. Each party will co-operate in reviewing and recording that allocation, and will agree any further terms required to reflect it.

12.5 Foothold warrants that it will maintain an appropriate lawful basis under the UK GDPR for its processing of business contact data and will comply with applicable data protection and direct marketing legislation; that outreach under the Agreement is directed to corporate subscribers for business purposes; that each message identifies Foothold and provides a valid means of objecting; and that objections are recorded and permanently honoured. Foothold maintains a legitimate interests assessment supporting that lawful basis and will supply a copy to the Client on request.

12.6 The Client warrants that it is entitled to supply any personal data it provides to Foothold and that doing so breaches no obligation it owes, and that the information it supplies to Foothold about its own products, services, capabilities, accreditations and pricing, and which Foothold may communicate to target companies, is accurate and not misleading.

12.7 Each party is responsible for any claim, penalty or loss arising from its own breach of this clause.

13. Term and termination

13.1 The Agreement begins on acceptance and continues until terminated under this clause.

13.2 Initial term and continuation. Develop has a non-cancellable initial minimum of four paid monthly periods starting on the agreed Develop commencement date, except under clause 13.3 or by written mutual agreement. The Client may notify Foothold at any time on or before the last day of that fourth paid month that it does not wish Develop to continue; in that case no fifth month is charged. Otherwise Develop continues monthly. After the initial minimum either party may terminate on thirty days’ written notice expiring at the end of a monthly billing period.

13.3 Early termination for cause. Either party may terminate on written notice where the other materially breaches the Agreement and fails to remedy that breach within fourteen days of written notice, or becomes insolvent, enters administration or liquidation, or has a receiver appointed. Where Foothold is in unremedied material breach, the Client owes no unaccrued remaining minimum Develop fees and receives a pro-rata refund for prepaid services not provided. Where the Client terminates for convenience early by mutual agreement, the parties will explicitly agree the treatment of outstanding minimum fees.

13.4 Build and remaining minimum fees. The Build fee is non-refundable once corresponding work has begun, subject to any refund owed for Foothold’s breach or undelivered work under clause 13.3. Where the Client materially breaches the Agreement and Foothold properly terminates during the four-month initial term, the agreed unpaid fixed Develop fees for that minimum term remain due, less sums paid, but not any performance fee on unqualified future business. Fees payable for services not delivered are subject to applicable law and agreed mitigation.

13.5 Handover. On termination Foothold will provide the Client with its Register, research and campaign data under clause 10.1 and transfer or close Client-owned accounts and assets under clause 6.3 within fifteen working days, subject to appropriate security and data-handling requirements.

13.6 Continuation reminder. Where reasonably practicable, Foothold will send a reminder approximately 30 days before the end of the fourth paid Develop month. Failure to send that reminder does not remove the Client’s right to opt out under clause 13.2 or create an additional minimum term.

14. Survival

14.1 Termination does not affect any right or liability already accrued.

14.2 The following survive termination for as long as is needed to give them effect: clause 7 (the Register as it stands at termination), clause 8 (the performance fee), clause 9 (the Protection Period), clause 10 (ownership, and clause 10.3 in particular), clause 11 (confidentiality), clause 12 (data protection and warranties), clause 15 (liability), clause 16 (assignment and change of control), clause 19 (disputes) and clause 20 (general).

14.3 A performance fee earned on an order that became legally binding within the accepted Registered Opportunity’s 24-month Protection Period remains payable proportionally as qualifying customer receipts arrive, even after the subscription or Protection Period ends. Duties to notify and verify payments survive only for such qualifying commitments. No new unrelated order, framework call-off, renewal or later scope increase becomes commissionable automatically after the fixed period.

15. Liability

15.1 Nothing in the Agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else which cannot lawfully be limited.

15.2 Neither party is liable for loss of profit, loss of anticipated savings, loss of business opportunity, loss of goodwill, or any indirect or consequential loss.

15.3 Subject to clause 15.1, Foothold's total liability under or in connection with the Agreement is limited to the greater of the total fees paid by the Client to Foothold in the twelve months before the date the claim arose, excluding any performance fee and excluding third party costs recharged at cost, and £50,000.

15.4 Clause 15.3 does not limit the Client's liability to pay fees due under clauses 5 and 8.

15.5 Foothold gives no warranty as to any commercial outcome, consistently with clause 4.2.

16. Assignment and change of control

16.1 Neither party may assign the Agreement without the other's written consent, except that either may assign it to a purchaser of the whole or substantially the whole of its business on written notice.

16.2 An assignment, sale or restructuring by the Client does not automatically extend any accepted Registered Opportunity or its Protection Period. Properly accrued payment obligations relating to Qualifying Business survive a valid transfer, subject to clauses 8 and 9.

16.3 Where a transferred business unit includes an already accepted Registered Opportunity, the fee and its fixed Protection Period may follow the exact recorded project, but not unrelated future business with the transferee.

17. Notices

17.1 Notices must be given by email to the notice address identified in the Engagement Confirmation. No postal copy is required for a non-continuation notice under clause 13.2. A party giving a notice of material breach or immediate termination will additionally provide a postal copy where reasonably practicable; the email remains the effective notice for timing purposes.

17.2 An email notice is treated as received on the day it is sent, unless sent after 5pm or on a day that is not a working day, in which case on the next working day.

17.3 Either party may change its notice address on written notice.

18. Non solicitation

18.1 During the Agreement and for six months afterwards neither party will solicit for employment any individual engaged by the other and involved in the Services. A response to a public advertisement is not a solicitation.

19. Disputes

19.1 The parties will first attempt to resolve any dispute between the signatories, within fourteen days of written notice of the dispute.

19.2 Where that fails the parties will refer the dispute to mediation under the CEDR Model Mediation Procedure before beginning court proceedings, sharing the mediator's fees equally. Neither party is prevented from applying to court for an injunction or for a remedy in respect of an undisputed debt.

19.3 Where a dispute concerns only the calculation of a performance fee, either party may instead refer it to an independent accountant agreed between them, or appointed by the President of the Institute of Chartered Accountants in England and Wales if they cannot agree, whose determination is final and binding save for manifest error. Costs are shared equally unless the accountant directs otherwise.

20. General

20.1 The Agreement is the entire agreement between the parties on its subject matter and replaces any prior discussion, proposal or document. Neither party relies on any statement not set out in it. This clause does not limit liability for fraudulent misrepresentation.

20.2 No variation of the Agreement is effective unless it is in writing, expressly identified as a variation of the Agreement, and agreed by an authorised representative of each party. For Foothold, only a director may agree a variation. No course of dealing, conduct, purchase order, procurement document or other paperwork varies the Agreement.

20.3 Foothold is an independent contractor. Nothing creates a partnership, joint venture, agency or employment relationship.

20.4 No failure or delay in exercising a right is a waiver of it, and no single or partial exercise prevents any further exercise.

20.5 If any provision is held unenforceable the rest continues in effect, and that provision applies with the minimum modification needed to make it enforceable.

20.6 No person other than the parties has any right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

20.7 Neither party is liable for failure to perform caused by an event beyond its reasonable control, provided it notifies the other and resumes as soon as it can. This does not excuse any obligation to pay.

20.8 The Agreement may be accepted and signed in counterparts and electronically.

20.9 The Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, subject to clause 19.

Schedule: Data processing terms

These terms apply where Foothold processes personal data on the Client's instructions, as described at clause 12.3, and subject to clause 12.4.

1. Subject matter and duration. Processing on the Client's documented instructions in connection with market development outreach, for the duration of the Agreement.

2. Nature and purpose. Holding and using pipeline data supplied by the Client in order to operate the exclusions at clause 9.2, and processing campaign data on the Client's instructions.

3. Categories of data subject. Employees, officers and representatives of target companies and of the Client.

4. Categories of personal data. Name, job title, employer, business email address, business telephone number, and publicly available professional information. No special category data is processed.

5. Foothold's obligations. Foothold will: process only on the Client's documented instructions; keep the data confidential and limit access to those who need it; apply appropriate technical and organisational security measures; notify the Client without undue delay on becoming aware of a personal data breach affecting the Client's data; assist the Client with data subject requests and with any required assessment; and on termination delete or return the data, except where required by law to retain it.

6. Sub processors. Foothold may appoint sub processors for sending, hosting and research tooling, will impose equivalent obligations on them, and will give the Client written notice of any change with a reasonable opportunity to object.

7. International transfers. Any transfer outside the United Kingdom will be made only with an appropriate safeguard in place under the UK GDPR.

8. Audit. Foothold will supply the information the Client reasonably needs to demonstrate compliance with this Schedule, on written request and not more than once in any twelve month period.

Foothold Partners Ltd. Registered in England and Wales, company number 17492850. Registered office 167-169 Great Portland Street, 5th Floor, London W1W 5PF. hello@yourfoothold.com