The 'Client' - your organisation. The 'Supplier' - MVW Consulting Ltd. The 'Consultant' - Megan V. Walker.

1.1 The Client shall engage the Supplier and the Supplier shall supply the Services. 1.2 The Supplier's engagement shall be deemed to have commenced on the Commencement Date and shall continue (subject to the provisions of this Agreement) until the final work is completed or this Agreement is otherwise terminated in accordance with its terms. 1.3 The Supplier and the Supplier Personnel shall provide their services under this Agreement as independent contractors. Nothing in this Agreement shall render or be deemed to render the Supplier or any Supplier Personnel an employee, worker, agent or partner of the Client. 1.4 For the avoidance of doubt, neither the Supplier nor any Supplier Personnel will have any right or authority to incur expenditure on behalf of, contract on behalf of or bind the Client or any Group Company in any way, save where specifically authorised by the Client in writing in advance.

2.1 The Supplier shall, and shall procure that any Supplier Personnel shall, provide the Services with due care, skill and ability. 2.2 The Supplier shall determine the time commitment required by Supplier Personnel to ensure the Services are provided in a timely, efficient and professional manner. 2.3 While the Client may define the scope of projects in relation to which the Services will be provided, the Supplier shall determine the method of delivery of the Services and the Client shall not exercise any supervision or control over the method of delivery. However, the Client shall provide, on request, such information as the Client may reasonably require in relation to the progress of the Services and projects in relation to which the Services are provided. 2.4 During provision of the Services, the Supplier Personnel shall be under the direction and control of the Supplier but shall cooperate with the Client's staff as necessary for the provision of the Services. 2.5 The Supplier shall determine where the Supplier Personnel undertake the Services depending on its view of the most effective method of carrying out the Services. However, the Supplier Personnel may be required to attend the Client's premises for meetings and to undertake aspects of the Services. The Client shall allow the Supplier Personnel such access to its premises, staff and systems as is reasonably necessary for the proper provision of the Services. 2.6 The parties anticipate that the Services will be provided primarily by the Consultant. However, the Supplier is free to determine the appropriate resourcing to ensure the Services are provided in a timely, efficient and professional manner, and may make available other suitably qualified persons to provide the Services at the Supplier's discretion, including by subcontracting the provision of the Services (or any part of the Services) to an appropriately qualified subcontractor. The Supplier will remain responsible at all times for paying any substitute or subcontractor and ensuring that the Services are provided with due care, skill and ability, and in a timely, efficient and professional manner. 2.7 The Client has no obligation to make work available and the Supplier shall receive no payment for periods when the Services are not provided (including, for the avoidance of doubt, when no work is available). The parties shall have no expectation of ongoing work being made available by the Client or of services being provided by the Supplier beyond that which is agreed during the Term. 2.8 The Supplier shall procure that the Consultant and any other Supplier Personnel providing services under this Agreement shall enter into such undertakings as to confidentiality as the Client reasonably requires.

3.1 The Client acknowledges that the Supplier is in business on its own account and provides the Services on a non-exclusive basis. The Supplier and the Supplier Personnel shall be entitled to engage in other activities during the Term, provided that such activities do not interfere with the provision of the Services, and do not conflict with the interests of the Client. Ideas used for the Client must not be used for its competitors for the duration of the mutual non-disclosure agreement.

4.1 The parties are committed to the prevention of bribery and corruption in their business dealings. The parties shall at all times comply with the Bribery Act 2010 and shall have reasonable prevention procedures in place to prevent bribery and corruption by persons associated with them. The Supplier shall comply, and shall procure that all Supplier Personnel comply, with any applicable policies and procedures of the Client for the prevention of bribery and corruption. 4.2 The parties are committed to the prevention of the criminal facilitation of tax evasion in their business dealings. The parties shall ensure they have reasonable prevention procedures in place to ensure the prevention of the facilitation of tax evasion by persons associated with them. The Supplier shall comply, and shall procure that all Supplier Personnel comply, with any applicable policies and procedures of the Client for the prevention of the facilitation of tax evasion. 4.3 In the course of contracted work, the Consultant shall, comply with and uphold the Client’s Safeguarding Behaviour Protocols and comply with such other safeguarding measures as requested by the Client.

5.1 For the Real-time Marketing Audit requested, the Client shall pay £550 for the service. No other fees are required. 5.2 After the initial audit, should the Client wish to request further work from the Supplier, the Client shall pay to the Supplier in consideration of the Services a fee per day or per half day worked by the Consultant or any Supplier Personnel in providing the Services exclusive of VAT where applicable. Such fee shall be payable monthly in arrears. Ongoing fees will be discussed with the Client prior to agreeing to additional work. 5.3 The Supplier shall receive no fee when it is unable to provide the Services for any reason (including, for the avoidance of doubt, due to illness or injury of any Supplier Personnel). 5.4 The Supplier shall render monthly invoices to the Client in respect of the fees referred to above and where the Supplier is registered for Value Added Tax shall show any VAT separately on such invoices and the Client shall pay any amounts due within 30 days of receipt of such invoice. No payment shall be due from the Client to the Supplier unless the Supplier has issued an invoice (or a VAT invoice if the Supplier is registered for VAT) in respect of the relevant payment. The Supplier shall supply the Client with details of its VAT registration number 5.5 The Supplier shall keep such records as it considers necessary to be able to demonstrate the time worked by any Supplier Personnel and shall produce such records to the Client upon request for accounting purposes. 5.6 The Supplier shall be responsible for all income tax liabilities arising in respect of the Services and shall itself account to the appropriate authority for all tax and national insurance or social security or similar contributions payable in respect of the supply to the Client or any Group Company of services of any Supplier Personnel. The Supplier agrees to indemnify and keep indemnified (to the extent permitted by law) the Client and any Group Company against all claims that may be made by the relevant authorities against the Client or any Group Company in respect of income tax or employee national insurance or similar contributions (which shall include any penalties or interest on such tax or contributions) relating to the supply to the Client or any Group Company of any Supplier Personnel's services hereunder. 5.7 The Supplier acknowledges that any amount due and outstanding in respect of the indemnity contained in clause 5.6 or any other sums owed by the Supplier to the Client or any Group Company may be deducted from any future payments due to the Supplier under this Agreement and that any amounts outstanding after such deduction (if any) shall be recoverable from the Supplier by the Client or any Group Company as a debt. 5.8 For the avoidance of doubt, the termination of this Agreement or the variation of its terms and conditions for any reason shall not affect the Supplier's responsibilities in respect of the payment of tax liabilities as set out in clause 5.5 above unless expressly stated to do so.

6.1 The Client shall reimburse (or procure the reimbursement of) all reasonable expenses properly and necessarily incurred by the Supplier or the Consultant in the course of the Engagement, subject to prior agreement with the Client and on production of receipts or other appropriate evidence of payment. All reasonable expenses must be agreed, in writing, by the Client, prior to any purchase. 6.2 The Supplier shall supply its own equipment, stationery and other consumables to the Supplier Personnel as required in the proper performance of the Services. 6.3 If the Supplier is required to travel abroad in connection with the provision of the Services, the Supplier shall be responsible for any necessary insurances, inoculations and immigration requirements.

7.1 The Client shall not be liable for any loss, damage or injury suffered by: 7.1.1 the Supplier or any Supplier Personnel arising out of or in connection with the provision of the Services except insofar as it arises wholly as a result of negligence or wilful default on the part of the Client or any of its employees; or 7.1.2 any other person where such loss, damage or injury is caused by any act, default, omission or negligence of the Supplier or any Supplier Personnel arising out of or in connection with the provision of the Services. 7.2 The Supplier shall indemnify the Client and any Group Company against any and all claims, liabilities, actions, proceedings, losses, damages, demands, costs, charges, and expenses arising from: 7.2.1 any loss, damage or injury as detailed in clause 7.1 above. 7.2.2 any breach of Intellectual Property Rights in the performance by the Supplier of this Agreement; and 7.2.3 any employment-related claim or any claim based on worker (including agency worker) status brought by or on behalf of any Supplier Personnel against the Client or any Group Company arising out of or in connection with the provision of the Services. 7.3 The Supplier shall at its own cost be responsible for maintaining a suitable policy of insurance to cover: 7.3.1 liability in respect of any act, default or omission by the Supplier or any Supplier Personnel arising out of or in connection with the provision of the Services; and 7.3.2 public liability for a value of not less than £5,000,000 per occurrence. 7.4 The Supplier shall (on request) supply to the Client on request a valid certificate of insurance in respect of each policy referred to in clause 7.3 and evidence that the premiums on them have been paid.

8.1 The Supplier acknowledges that, during the Term, the Supplier and the Supplier Personnel shall in the provision of the Services become aware of trade secrets and other confidential information relating to the Client, any Group Company, its or their businesses and its or their past, current or prospective clients or customers and their businesses which shall include (without limitation): 8.1.1 lists and details of customers and potential customers of, or suppliers and potential suppliers to, any of those businesses. 8.1.2 processes or methods used or to be used in any of those businesses. 8.1.3 goods or services sold or supplied or proposed to be sold or supplied by any of those businesses, pricing policies and terms of business. 8.1.4 any computer software used in any of those businesses. 8.1.5 business development plans and future product ideas of any of those businesses. 8.1.6 management accounts of the Client or any Group Company; and 8.1.7 any other information provided by the Client to the Supplier or any Supplier Personnel which is marked confidential or would reasonably be regarded as being confidential. 8.2 Without prejudice to their general duties under common law in relation to such trade secrets and other confidential information, the Supplier shall not, and shall procure that the Supplier Personnel shall not, either during the Term or at any time after the Termination Date disclose or communicate to any person or persons or make use of or copy (except in the proper performance of the Services) and shall use its best endeavours, and shall procure that the Supplier Personnel shall use their best endeavours, to prevent any disclosure, communication or use by any other person of any such trade secrets or information and all books, notes, memoranda, correspondence, papers, drawings, designs, documents, records, computer disks, computer hardware or computer software containing such trade secrets or confidential information. 8.3 The restriction in clause 8.2 above shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Supplier or any Supplier Personnel. 8.4 All documents and software (both originals and copies) which were prepared by the Supplier or the Supplier Personnel or which have come into its or their possession in the course of providing the Services to the Client or which relate to the business of the Client or any Group Company or any of its or their customers or clients shall be the property of the Client. 8.5 On the Termination Date, or at any other time upon the Client's request, the Supplier shall, and shall procure that the Supplier Personnel shall, return to the Client immediately all originals and copies of all documents, software, accounts, client product services lists, computer disks, printouts (without retaining any copies) and all property and information in its or their possession or control which belongs or relates in any way to the business of the Client or any Group Company or its or their customers or clients and will delete any such material, items, property and information from any laptop or personal computer programme or disks in its or their possession or under its or their control.

9.1 The Supplier represents and warrants to the Client that: 9.1.1 the Consultant is an employee of the Supplier; and 9.1.2 any Supplier Personnel are entitled to work in the United Kingdom; and 9.1.3 the Supplier has the right to make the Supplier Personnel available to the Client to provide the Services in accordance with the terms and conditions of this Agreement and that by so doing neither it nor any Supplier Personnel shall be in breach of any obligation (contractual or otherwise) to any third party which would entitle that third party to damages or any other remedy at law; and 9.1.4 neither it nor any Supplier Personnel are under any obligation, covenant or restriction which would or might operate to prevent or restrict it or the Supplier Personnel from providing the Services or which may give rise to any conflict of interest between the Supplier and the Client.

10.1 The parties agree to comply fully, and the Supplier shall procure that the Supplier Personnel shall comply fully, with the provisions of any applicable Data Protection Law in relation to the collection, processing and transmission of personal information or data (including sensitive personal information or data) provided by the Client to the Supplier or the Supplier Personnel, or collected by the Supplier or the Supplier Personnel on behalf of the Client or any Group Company, in connection with the provision of the Services. 10.2 The Supplier will not, and shall procure that the Supplier Personnel will not, allow access to, transmit, transfer, pass on, disclose or permit to process any personal information or data as referred to in clause 11.1 without first obtaining the written agreement of the Client. Such agreement will be subject to the Supplier first obtaining a similar agreement in writing from the recipient or recipients of such information to hold all data securely, keep it confidential and comply in all respects with applicable Data Protection Law, and to such other conditions as the Client may consider necessary in all the circumstances. 10.3 The Supplier shall at the Client's request enforce the covenants referred to in clause 10.2 against the person who is in breach of the obligations contained in or entered into as a result of the obligations contained within this clause 10. 10.4 The Supplier and the Client acknowledge that for the purposes of the Data Protection Legislation, the Client and the Supplier are separate Data Controllers.

11.1 Should the client wish to proceed with additional services from the Supplier after the Realtime Marketing Audit has been provided, notwithstanding the provisions of clause 1.2 above, the Client shall be entitled to terminate this Agreement forthwith, without notice, any payment in lieu of notice, compensation or damages if: 11.1.1 the Supplier shall fail to procure the provision of the Services to the satisfaction of the Client. 11.1.2 the Supplier and/or any Supplier Personnel shall act in any way which, in the opinion of the Client may bring the Client or any Group Company into disrepute or discredit or prejudice the interests of the business of the Client or any Group Company. 11.1.3 the Supplier and/or any Supplier Personnel shall commit any act which constitutes an offence under the Bribery Act 2010; or 11.1.4 the Supplier and/or any Supplier Personnel and/or any "associated person" of the Supplier for the purposes of section 44 of the Criminal Finances Act 2017 commits an offence under any UK or foreign law that would constitute a "UK tax evasion offence" or a "UK tax evasion facilitation offence" within the definitions in section 45 of the Criminal Finances Act 2017 or a "foreign tax evasion offence" or a "foreign tax evasion facilitation offence" within the definitions in section 46 of the Criminal Finances Act 2017. 11.2 The exercise by the Client of its right of termination under this clause 12 shall be without prejudice to any other rights or remedies which the Client or any Group Company may have or be entitled to exercise against the Supplier or any Supplier Personnel.

12.1 This Agreement together with any documents referred to herein or required to be entered into pursuant to this Agreement, constitutes the entire and only legally binding agreement and understanding between the parties relating to the engagement of the Supplier by the Client or any Group Company and supersedes any previous agreements, arrangements or understandings (both oral and written) relating to the subject matter of this Agreement and any such document and all such agreements, arrangements or understandings shall be deemed to have been terminated with mutual consent with effect from the date hereof. 12.2 The Supplier has not been induced to enter into this Agreement in reliance on, nor has it been given, any warranty, representation, statement, agreement or undertaking of any nature whatsoever other than as are expressly set out in this Agreement, provided that nothing in this clause shall limit or exclude the liability of the Client for fraud. 12.3 No variation to this Agreement shall be effective unless made in writing signed by or on behalf of the parties and expressed to be such a variation. 12.4 Any remedy or right conferred upon the Client for breach of this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it. No failure or delay by the Client in exercising any remedy, right, power or privilege under or in relation to this Agreement shall operate as a waiver of the same nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or exercise of any other remedy, right, power or privilege. 12.5 No waiver by the Client of any of the requirements of this Agreement or of any of its rights under this Agreement shall have effect unless given in writing signed by an authorised representative of the Client. No waiver of any particular breach of the provisions of this Agreement shall operate as a waiver of any repetition of such breach. 12.6 The rights and remedies provided by this Agreement are non-exclusive and (subject as otherwise provided in this Agreement) are in addition to and without prejudice to all other rights or remedies available at law. 1 12.7 Any Group Company may, subject to the written consent of the Client, enforce or take the benefit of those clauses of this Agreement in which reference is expressly made to such Group Companies, subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. No consent of any such Group Company will be required for the variation or rescission of this Agreement (including without limitation this clause 12.7). Except as provided in this clause, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act. 12.8 This Agreement and the rights and obligations, including non-contractual obligations, of the parties arising under or in connection with this Agreement shall be governed by and construed in accordance with the laws of England. 12.9 In the event of any claim, dispute or difference arising out of or in connection with this Agreement the parties hereto irrevocably agree and submit to the exclusive jurisdiction of the Courts of England. 12.10 If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).