MASTER SERVICES AGREEMENT

This Master Services Agreement (the “Agreement” or “MSA”) is made between Fintalent Limited, a company incorporated in England and Wales whose registered address is 167-169 Great Portland Street, 5th Floor, London, W1W 5PF, United Kingdom (“Fintalent”), and the client identified in the relevant Talent Outline Plan (the “Client” or “you”). Each is a “Party” and together the “Parties”.

WHEREAS Fintalent operates an online platform through which it sources, screens, and introduces vetted independent professionals (“Talent”) to clients seeking project-based, specialist expertise, and through which it administers the resulting engagements and payments;

WHEREAS the Client wishes to be introduced to, and to engage, Talent through the Platform from time to time on the framework terms set out in this Agreement;

WHEREAS the Parties intend that this Agreement establish the standing framework governing their relationship, and that each specific engagement be documented by a Talent Outline Plan entered into under, and incorporating, this Agreement; and

WHEREAS this Agreement is entered into in conjunction with, and does not supersede, any Talent Access Agreement previously accepted by the Client, which continues in force in accordance with its terms.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the Parties hereby agree as follows:

1. Definitions

1.1. In this Agreement the following definitions apply:

1.2. References to “writing” or “written” include email. “Including” means including without limitation. A reference to a statute includes its subordinate legislation and any amendment to it. Clause and schedule headings are for convenience only and do not affect interpretation.

2. Services and Role of Fintalent

2.1. Fintalent’s Role. Fintalent will, in accordance with the Client’s requirements, identify and introduce one or more Talent to perform the Services described in the relevant Talent Outline Plan. It is agreed and understood that Fintalent’s role is limited to sourcing, matching and facilitating the engagement and administering payment. The Services are performed by the Talent as an independent contractor to the Client.

2.2. Performance of Services. The Talent will coordinate with personnel designated by the Client (the “Client Contact(s)”), who are responsible for setting, reviewing, and monitoring the Talent’s schedule and the other operational aspects of each engagement. Fintalent does not direct, supervise or manage the Talent’s work, and accordingly does not guarantee any particular result, outcome, quantity or quality of Work Output, or that any goal or deadline will be met. The Client is solely responsible for evaluating the Talent’s suitability and the ongoing progress, performance and capability of engaged Talent, and acknowledges that no representations are made by or on behalf of the Talent outside this Agreement and the relevant Talent Outline Plan.

2.3. The Client will provide the information, access, instructions and feedback reasonably necessary for the Talent to perform the Services.

2.4. Replacements. The Client may at any time request a replacement Talent. On such request, or where a Talent becomes unavailable, Fintalent will use commercially reasonable efforts to propose a suitable replacement acceptable to the Client. A new Talent Outline Plan will be entered into for each replacement or additional Talent.

2.5. Location and Service Period. The Services shall be provided from the location based on the Talent’s residence unless otherwise specified in the Talent Outline Plan. The period of Services (the “Service Period”) is as set out in the Talent Outline Plan.

2.6. Inactivity; Insufficient instructions. The Client understands that the Talent’s ability to perform depends on timely instructions and input. If the Client becomes unresponsive or fails to provide necessary instructions for a period exceeding thirty (30) days, the Talent may suspend or terminate the affected Talent Outline Plan on notice, and the Client remains liable for Fees accrued up to that date.

3. Fees and Expenses

3.1. Rate. In consideration of the Services, the Client shall pay the Fees set out in the relevant Talent Outline Plan. Fees may be charged on an hourly, daily, weekly, monthly, fixed or milestone basis as agreed. Any change to an agreed rate must be documented in writing by the Parties. Where Milestones are agreed, each Milestone may be required to be pre-funded by the Client and is delivered separately in accordance with the Talent Outline Plan.

3.2. Security Deposit. Where a Talent Outline Plan specifies a security deposit, it is due at the start date and will be applied against the final payment due or against any unpaid amounts. Security deposit payments are made by the methods Fintalent supports.

3.3. Travel and Other Expenses. The Client shall reimburse for all necessary travelling expenses incurred in connection with the Talent’s performance of Services, including traveling costs, meal allowances and accommodation expenses but excluding travelling time, to locations other than the agreed locatio, as required by the Client or otherwise in the performance of the Services. All such costs and expenses will be charged to, and must be paid by, the Client in addition to the Fees. Fintalent shall account for such expenses by submitting an invoice itemising them and attaching receipts. The amount, nature and extent of such expenses must always be approved in advance by the Client in writing, and any expense incurred without the Client’s prior approval shall not be payable.

4. Invoicing and Payment

4.1. Invoicing. Unless a Talent Outline Plan provides otherwise, Fintalent invoices the Client every two weeks or on completion of each Milestone. Unless a Talent Outline Plan provides otherwise, invoices may be issued twice per calendar month, generally on or around the 1st and the 16th day of each month, or upon completion of each Milestone.

4.2. Payment. All invoices are payable within ten (10) calendar days of the invoice date, by the payment methods Fintalent supports, in the currency stated in the Talent Outline Plan. The Client shall not pay any Talent directly, or otherwise route payment for the Services outside the Platform at any time during an engagement or during the Non-Circumvention Period as defined in clause 6.1.

4.3. Non-payment. If the Client fails to pay any invoice when due, Fintalent may, without prejudice to its other rights and remedies and those of the Talent, instruct the Talent to suspend the Services, charge interest on the overdue amount at four per cent (4%) per annum above the Bank of England base rate, and recover the reasonable costs of collection. It is agreed and understood that neither Fintalent nor the Talent shall be liable for any consequence of a suspension arising from the Client’s non-payment. The Talent retains the right to institute proceedings to recover overdue amounts from the Client.

4.4. Taxes and Withholding. All Fees are exclusive of VAT and other applicable taxes, which the Client shall pay in addition where properly chargeable. Except as otherwise provided in this clause, each Party shall be responsible for taxes imposed on its own income. All Fees and other amounts payable by the Client under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding, except as required by law. If the Client is required by law to make any deduction or withholding for or on account of tax, it shall pay such additional amount as will ensure that Fintalent receives the same net amount it would have received had no such deduction or withholding been required. Where relief from, or a reduced rate of, withholding tax is available under an applicable double taxation treaty, the Client shall apply that relief at source and shall not withhold at the domestic rate on the basis that Fintalent may subsequently reclaim the difference, and Fintalent shall use reasonable efforts to obtain and provide on request a certificate of tax residence and any other documentation reasonably required to obtain such relief. The Client’s obligation to pay additional amounts under this clause shall apply irrespective of whether such certificate or documentation is provided. The Client shall, within thirty (30) days of making any deduction or withholding, deliver to Fintalent the official receipt or certificate issued by the relevant tax authority evidencing the amount withheld and its payment.

5. Disputes as to Work Output

5.1. Notice of Dispute or Deficiency. If the Client considers that the Services or Work Output do not conform to the relevant Talent Outline Plan, the Client must give Fintalent written notice setting out the alleged deficiencies within ten (10) business days of the relevant delivery or Milestone

5.2. Determination of Disputes. Fintalent will review the matter with the Client and the Talent and determine it within a reasonable period. Pending resolution of such dispute by Fintalent, all undisputed amounts will remain payable.

6. Non-Circumvention and Platform Buy-Out Fee

6.1. Non-Circumvention. The Client acknowledges Fintalent’s substantial investment in sourcing and managing its Talent network. It is agreed that during the term of this Agreement and for eighteen (18) months after the later of (a) termination of this Agreement and (b) the Client’s last interaction with the relevant Restricted Talent (the “Non-Circumvention Period”), the Client shall not, and shall ensure that no member of the Client Group shall, directly or indirectly, without Fintalent’s prior written consent and except through the Platform, encourage, solicit, engage, employ, retain or contract with any Restricted Talent, exchange contact details with any Restricted Talent for the purpose of arranging services outside the Platform, or refer any Restricted Talent to any third party, including any member of the Client Group, for engagement outside the Platform.

6.2. Consequences of Breach. If Fintalent, having conducted a reasonable investigation, determines that the Client has breached clause 6.1, the Client shall pay to Fintalent, as a debt and as liquidated damages representing a genuine pre-estimate of Fintalent’s loss, the greater of (a) the Platform Buy-Out Fee that would have been payable under clause 6.3 had consent been sought; and (b) the amount of $50,000. The Parties agree this sum is a reasonable pre-estimate of the loss Fintalent would suffer, protects Fintalent’s legitimate interest in the integrity of its Platform and Talent network, and is not a penalty. This is without prejudice to Fintalent’s right to seek injunctive or other relief.

6.3. Platform Buy-Out Fee. In the event the Client wishes to engage a Restricted Talent otherwise than through the Platform during the Non-Circumvention Period, the Client may do so only on prior written notice to Fintalent, with Fintalent’s written consent, and on payment of the Platform Buy-Out Fee, equal to the greater of (a) US$50,000 and (b) twenty per cent (20%) of the Restricted Talent’s first-year annualised total compensation (fixed plus total variable components). The Parties agree the Platform Buy-Out Fee is reasonable compensation for Fintalent’s lost commercial investment in sourcing the Restricted Talent, and that the Buy-out fee is not a penalty or a constraint on the commercial activities of the Client or the Talent.

6.4. Refund on early termination. Where the directly engaged Restricted Talent’s engagement is lawfully terminated, whether voluntarily or involuntarily, within ninety (90) days of its start, and the Client notifies Fintalent in writing within seven (7) days of such termination, the Client will receive a refund against the Platform Buy-Out Fee invoiced as follows:

7. Platform Records and Monitoring

The Client acknowledges and agrees that Fintalent may log, record, retain, and analyse, including by automated and AI-assisted means, communications, messages, interviews, calls and activity conducted on or through the Platform, for the purposes of compliance, fraud prevention, circumvention detection, quality assurance, dispute resolution and administration of the relationship, as further described in Fintalent’s Privacy Policy. The Platform records, including message logs, call and interview recordings and transcripts, access logs and metadata, may be relied upon and adduced as evidence by Fintalent in any dispute or proceedings, and that the Client shall not object to their admissibility on the basis of their form or the manner of their creation.

8. Data Protection

8.1. Each Party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018 (together, “Data Protection Laws”), in connection with the performance of this Agreement.

8.2. The Parties shall, before the commencement of any Services involving the processing of personal data, determine their respective roles under Data Protection Laws, whether as controller, joint controllers, or controller and processor, and enter into such data processing terms as are required to reflect that relationship

8.3. Where and to the extent that a Talent acts as a processor of personal data on behalf of the Client, Fintalent shall ensure that the Talent (a) acts only on the Client’s documented instructions in relation to the processing of that personal data; (b) implements appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage; (c) notifies the Client without undue delay on becoming aware of any personal data breach; and (d) on termination or expiry of the relevant Talent Outline Plan, at the Client’s election, securely deletes or returns all personal data processed on behalf of the Client.

8.4. Where Data Protection Laws require a data processing agreement, Fintalent shall ensure that the relevant Talent enters into one with the Client before any such processing begins.

8.5. Fintalent processes personal data in connection with the Platform as described in its Privacy Policy.

9. Representations and Warranties

9.1. Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement has been duly authorised; and (c) this Agreement is binding upon it.

9.2. Fintalent’s Representations and Warranties. Fintalent further represents and warrants that: (a) it will exercise reasonable skill and care in sourcing and matching Talent and administering the Platform services; and (b) each Talent introduced to the Client has successfully completed Fintalent’s screening process. Fintalent gives no other warranty as to the Talent’s work or the outcome of any engagement.

9.3. Client’s Representations and Warranties. The Client further represents and warrants that: (a) the information it provides to Fintalent and the Talent is accurate; (b) that the materials it supplies do not infringe third-party rights; and (c) that it will use Work Output lawfully and in compliance with any applicable licence or use restriction.

10. Disclaimer, Indemnity and Liability

10.1. EXCEPT AS EXPRESSLY PROVIDED, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, AND FINTALENT DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, TO THE FULLEST EXTENT PERMITTED BY LAW.

10.2. Each Party shall indemnify, defend and hold the other harmless from claims, demands, costs, liabilities, losses and expenses arising out of or in connection with (a) the indemnifying Party’s breach of this Agreement; (b) its negligence or wilful misconduct; (c) its breach of applicable law; or (d) third-party claims arising from its acts or omissions, subject to the limitations in this clause 10.

10.3. The Party seeking indemnity shall promptly notify the other of any relevant claim, allow the indemnifying Party to control the defence and settlement using counsel of reasonable choice while permitting the indemnified Party to participate at its own expense, and provide reasonable cooperation. A failure to notify promptly does not relieve the indemnifying Party except to the extent that it is prejudiced.

10.4. Subject to clause 10.6, neither Party is liable to the other for any indirect, special, exemplary, incidental or consequential loss, or for loss of profit, revenue, goodwill or data, whether in contract, tort (including negligence), strict liability or otherwise, and whether or not the possibility of such loss was known.

10.5. Subject to clause 10.6, each Party’s total aggregate liability arising out of or in connection with this Agreement and all Talent Outline Plans shall not exceed the total Fees paid by the Client to Fintalent in the twelve (12) months preceding the event giving rise to the claim.

10.6. Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded. The Client’s payment obligations, and its liability under clauses 6 (Non-Circumvention) and 12 (Confidentiality), are not subject to the cap in clause 10.5.

11. Intellectual Property

11.1. Client Data. The Client, or its licensors, retains all ownership and Intellectual Property Rights in any materials, data or content it provides to Fintalent or to Talent (“Client Data”). The Client grants Fintalent and the Talent a fully paid-up, royalty-free, non-exclusive licence during the term to use Client Data solely as necessary to perform the Services. No other rights in Client Data are granted.

11.2. Ownership of Work Output. If the Client does not enter into its own agreement with the Talent transferring ownership of the Work Output, then (a) the Talent assigns ownership to Fintalent under the Talent’s agreement with Fintalent; (b) this clause effects a transfer of that Work Output from Fintalent to the Client; and (c) the Client is a third-party beneficiary of the Talent’s confidentiality obligations to Fintalent.

11.3. Condition of assignment. The assignment and licence rights granted to the Client under this clause 11 are expressly conditioned on the Client paying all Fees due. Subject to that, Fintalent assigns to the Client all right, title and interest vested in Fintalent in and to all Work Output provided to the Client, together with all Intellectual Property Rights in it, with effect from creation and payment.

11.4. Underlying Technology. This assignment does not include any Underlying Technology. “Underlying Technology” means (a) Fintalent technology, methodologies, know-how and intellectual property existing as at the Effective Date or otherwise arising outside work under this Agreement; (b) any derivative, improvement, enhancement or extension of the foregoing developed in performing this Agreement that has general applicability in Fintalent’s business; and (c) any intellectual property relating to the foregoing. To the extent that any Underlying Technology is incorporated into, or is reasonably necessary to use, any Work Output, Fintalent grants the Client an exclusive, royalty-free, perpetual, irrevocable, sublicensable, worldwide licence to exercise and exploit that Underlying Technology, and to make derivative works of it, in connection with the exploitation of the Work Output.

11.5. Fintalent will, at the Client’s request and expense, assist the Client to further evidence, record, perfect and maintain the rights assigned under this clause 11.

12. Confidentiality

12.1. Use and Obligations. Each Party will hold the other’s Confidential Information in confidence and will not disclose it, or use it otherwise than in performing its obligations under this Agreement. Confidential Information does not include information that the Recipient can document (a) is or becomes readily publicly available without restriction through no fault of the Recipient; (b) was in its possession or known by it without restriction before receipt from the Discloser; (c) was rightfully disclosed to it by a third party without restriction; or (d) was independently developed without use of any Confidential Information of the Discloser.

12.2. Compelled Disclosure. The Recipient may make disclosures required by law or court order, provided that it gives the Discloser advance written notice where lawful and cooperates with the Discloser, at the Discloser’s request and cost, in any attempt to limit or prevent such disclosure.

12.3. Return. Upon termination of this Agreement, if requested by the Discloser, the Recipient will promptly return all items and copies containing or embodying the Discloser’s Confidential Information, including all Work Output and work-in-progress, provided that the Client has paid Fintalent all fees due and owing.

12.4. Remedies. Each Party agrees that its obligations under this clause 12 are necessary and reasonable in order to protect the Discloser and its business, and that monetary damages may be inadequate to compensate the Discloser for any breach. Accordingly, each Party acknowledges that any breach or threatened breach may cause irreparable injury to the Discloser and that, in addition to any other remedy available at law or in equity, the Discloser will be entitled to seek injunctive relief against the threatened breach or the continuation of any breach.

13. Term and Termination

13.1. Term. This Agreement commences on the Effective Date and continues until terminated. Individual engagements have the duration set out in their Talent Outline Plans.

13.2. Termination for cause. Either Party may terminate this Agreement or any Talent Outline Plan immediately on written notice if the other commits a material breach that is not remedied within a reasonable period, where capable of remedy, after notice specifying the breach.

13.3. Termination at will. Either Party may terminate this Agreement in its entirety, or a particular Talent Outline Plan, at any time with or without cause on seven (7) business days’ written notice to the other Party.

13.4. Effect of termination. Termination of this Agreement or of any Talent Outline Plan for any reason is without prejudice to any right or liability accrued before the date of expiry or termination. The Client agrees to pay Fintalent all amounts then due or accrued as at the effective date of termination, and Fintalent may retain any security deposit to the extent required to cover unpaid invoices.

14. Relationship between Parties

14.1. Fintalent and each Talent are independent contractors in relation to the Client. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship, and no Party may bind another.

14.2. Fintalent is responsible only for collecting the Fees payable to Talent. The Client is responsible for its own taxes, assessments and insurance.

15. Assignment

15.1. Assignment by the Client. The Client may not assign or transfer this Agreement or any Talent Outline Plan without Fintalent’s prior written consent.

15.2. Assignment By Fintalent. Fintalent may, on written notice and without the Client’s consent, assign, transfer, charge or otherwise deal with this Agreement in its entirety, or any of its rights under it, including any claim, enforcement right or receivable arising under it, to any affiliate, to a parent or subsidiary company, or to any successor entity in connection with a corporate reorganisation, acquisition, merger or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by this Agreement.

16. Notices

17. Any notice to Fintalent in connection with this Agreement shall be sent by email to oemer.gueven@fintalent.io. Notices to the Client will be sent by email or post to the address associated with the Client’s account, which the Client is responsible for keeping current. An email notice sent on a business day before 5.00 pm is deemed received on that day, and otherwise on the next business day.

18. Governing Law; Jurisdiction; and Dispute Resolution

18.1. Governing Law. This Agreement, and any dispute or claim, including any non-contractual dispute or claim, arising out of or in connection with it, its subject matter or its formation, shall be governed by and construed in accordance with the law of England and Wales.

18.2. Before commencing proceedings, the Parties shall attempt in good faith to resolve any dispute through senior-level negotiation within thirty (30) days of written notice of the dispute. This does not prevent either Party from seeking urgent injunctive relief.

18.3. Jurisdiction. For the benefit of Fintalent, the Client irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. Nothing in this clause limits the right of Fintalent to bring proceedings against the Client in any other court of competent jurisdiction, including in any jurisdiction in which the Client or any member of the Client Group is incorporated, resident or holds assets. To the fullest extent permitted by law, Fintalent may take concurrent proceedings in any number of jurisdictions. The Client irrevocably waives any objection it may have to the venue of any proceedings brought by Fintalent in accordance with this clause 18.3 on the ground of inconvenient forum or otherwise, and irrevocably submits to the jurisdiction of those courts.

19. General Provisions

19.1. Entire Agreement. This Agreement, together with each Talent Outline Plan and any policy expressly referenced in it, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to that subject matter, save that this Agreement does not supersede, and shall be read together with, any Talent Access Agreement previously accepted by the Client, which continues in force in accordance with its terms. Each Party acknowledges that it enters into this Agreement solely on the basis of the terms set out in it and not in reliance on any promise, representation or warranty not expressly recorded in it. This Agreement may be amended only in writing signed by both Parties and expressly referencing it, save that Fintalent may update the referenced policies in accordance with their terms.

19.2. Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, it shall be ineffective to the extent of such invalidity, illegality or unenforceability and the remaining provisions of this Agreement shall remain in effect. If one party gives notice to the other parties of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

19.3. Waiver. No waiver of any provision of this Agreement or of any breach of this Agreement shall be effective unless in writing and signed by the Party waiving compliance. A waiver by either Party of a breach or default by the other Party shall not be deemed a waiver of any different or subsequent breach or default. The failure of either Party to enforce any provision of this Agreement or to exercise any right or remedy shall not constitute a waiver of that provision, right, or remedy.

19.4. Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically (by PDF, or via an electronic signature service) shall be valid and binding to the same extent as original signatures.

19.5. Headings. Section headings are for convenience of reference only and shall not be considered in the interpretation of this Agreement.