TERMS OF SERVICE

CONGs LTD

IMPORTANT – PLEASE READ CAREFULLY

These Terms of Service ("Terms") constitute a legally binding agreement between CONGs LTD ("CONGs", "we", "us", or "our") and the business entity or organisation that engages our Services ("Customer", "you", or "your"). These Terms govern all Services provided by CONGs to the Customer.

By signing a Statement of Work that references these Terms, clicking "I Accept" or similar affirmation, or otherwise engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have authority to bind that organisation.

If you do not agree to these Terms, do not engage our Services.

1. ACCEPTANCE AND FORMATION

1.1 How These Terms Apply. These Terms apply to all Services provided by CONGs. They may be accepted by:

(a) click-wrap acceptance, being clicking "I Accept", "I Agree", or similar button when presented with these Terms electronically;

(b) incorporation by reference, being signing a Statement of Work or other ordering document that expressly incorporates these Terms by reference (e.g., by stating "subject to CONGs' Terms of Service available at https://www.congs.co.uk/terms"); or

1.2 Statement of Work. Each engagement shall be governed by a Statement of Work ("SOW") that specifies the particular Services, Deliverables, timeline, Fees, and any engagement-specific terms. A SOW may be presented as a proposal, order form, engagement letter, or similar document. Each SOW incorporates and is subject to these Terms. In the event of conflict between these Terms and a SOW, these Terms shall prevail unless the SOW expressly states that a specific provision overrides a specific clause of these Terms and such override is countersigned by an authorised representative of CONGs.

1.3 Entire Agreement. These Terms, together with any applicable SOW, the Data Processing Terms (Schedule 1), and any documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior negotiations, representations, and agreements relating to the same subject matter. The Customer acknowledges that it has not relied on any representation, warranty, or statement not expressly set out in these Terms.

1.4 Changes to These Terms. CONGs may update these Terms from time to time. CONGs will notify the Customer of material changes by email to the address associated with the engagement or by posting a notice on its website at least thirty (30) days before the changes take effect. The "Last Updated" date at the top of these Terms indicates when changes were last made. The Customer's continued use of the Services after the effective date of any changes constitutes acceptance of the revised Terms. If the Customer does not agree to the revised Terms, it must notify CONGs in writing before the effective date, and the previous version shall continue to apply to existing SOWs until their completion or termination; however, any new SOW entered into after the effective date shall be subject to the revised Terms.

1.5 Additional Terms May Apply. Any Services delivered via www.congs.co.uk or any other website linked to on www.congs.co.uk and operated by CONGs are subject to these Terms and to our Website Terms of Use available at https://www.congs.co.uk/website-terms-of-use. These Terms control in case of inconsistency or conflict. Third party services integrated into our services may require your acceptance of such third party terms.

2. DEFINITIONS

2.1 Interpretation. In these Terms, unless the context otherwise requires:

(a) "Acceptance" means acceptance of Deliverables in accordance with Clause 6;

(b) "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party;

(c) "AI Tools" means artificial intelligence systems, machine learning models, large language models, and related technologies deployed by CONGs in providing the Services;

(d) "Business Day" means any day other than a Saturday, Sunday, or public holiday in England;

(e) "Confidential Information" means all information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, financial data, marketing data, client lists, technical data, and proprietary methodologies;

(f) "Control" means beneficial ownership of more than fifty percent (50%) of the issued share capital of a company or the legal power to direct or cause the direction of its management;

(g) "Customer Materials" means all data, information, documents, and materials provided by the Customer to CONGs for the purpose of the Services; all Customer Materials constitute Confidential Information.

(h) "Data Processing Terms" means the data processing terms set out in Schedule 1;

(i) "Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018 (as amended by the Data (Use and Access) Act 2025), the Privacy and Electronic Communications Regulations 2003, and any other applicable laws relating to the processing of personal data and privacy;

(j) "Deliverables" means all documents, reports, analyses, recommendations, materials, and other outputs to be provided by CONGs under a SOW;

(k) "Effective Date" means, in respect of any SOW, the date specified in that SOW or, if none, the date on which the SOW is signed or accepted;

(l) "Fees" means the fees payable by the Customer as specified in the applicable SOW;

(m) "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names, domain names, rights in designs, database rights, rights in confidential information, and all other intellectual property rights, whether registered or unregistered;

(n) "Personal Data" has the meaning given in the Data Protection Legislation;

(o) "Provider Materials" means CONGs' proprietary methodologies, frameworks, tools, templates, know-how, and pre-existing materials;

(p) "Services" means the consultancy services described in Clause 3 and the applicable SOW; and

(q) "UK GDPR" means the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) as it forms part of UK domestic law, as amended from time to time.

3. SERVICES

3.1 Scope. CONGs provides commercial strategy and data analytics consultancy services to help businesses identify and optimise growth opportunities (the Services). In addition CONGs provides certain Online Services, subject to these Terms and the Website Terms of Use available at https://www.congs.co.uk/website-terms-of-use;.

3.2 Performance Standards. CONGs shall perform the Services:

(a) with reasonable skill and care, consistent with standards expected of a competent provider of similar services;

(b) in accordance with good industry practice;

(d) using appropriately qualified personnel.

3.3 No Guarantee of Results. The Customer acknowledges and agrees that the Services comprise advisory and consultancy services only. CONGs does not warrant, guarantee, or make any representation that the Services will achieve any particular commercial outcome, financial result, revenue target, or return on investment. All recommendations, analyses, forecasts, and strategic advice provided by CONGs constitute professional opinions based on information available at the time and do not constitute guarantees of future performance. The Customer is solely responsible for all business decisions made based on CONGs' recommendations.

3.4 Reliance on Customer Information. CONGs shall be entitled to rely on the accuracy, completeness, and timeliness of all information, data, and materials provided by the Customer without independent verification. CONGs shall have no liability for any Deliverable, recommendation, or outcome that is adversely affected by inaccurate, incomplete, or untimely Customer information.

3.5 Use of Artificial Intelligence.

(a) The Customer acknowledges and agrees that CONGs may use AI Tools in the delivery of the Services, including for data analysis, pattern recognition, report generation, and other consultancy activities. Such use may include the processing of Customer Materials and Customer Personal Data through AI Tools.

(b) CONGs warrants that:

(i) no Customer Materials, Customer Personal Data, or Customer Confidential Information will be used to train, fine-tune, or otherwise improve the underlying models of any AI Tools;

(ii) all Customer data processed through AI Tools shall remain subject to the confidentiality obligations set out in Clause 10 and shall be treated with the same degree of protection as all other Customer Confidential Information;

(iii) CONGs shall use only AI Tools that provide appropriate contractual commitments regarding data confidentiality and the prohibition of training on customer data; and

(iv) outputs generated by AI Tools shall be reviewed by appropriately qualified CONGs personnel before delivery to the Customer.

(i) AI Tools may be provided by third-party vendors and CONGs' use of such tools is subject to those vendors' terms of service;

(ii) while CONGs takes reasonable steps to verify the accuracy of AI-generated outputs, AI Tools may occasionally produce errors or inaccuracies; and

(iii) the limitations and disclaimers in Clauses 3.3 and 12.3 apply equally to Services delivered with the assistance of AI Tools.

(d) Upon reasonable written request, CONGs shall provide the Customer with information regarding the categories of AI Tools used in delivering the Services and the safeguards in place to protect Customer data.

4. CONGs OBLIGATIONS

4.1 Personnel. CONGs shall ensure all personnel engaged in providing Services have necessary skills and experience to perform competently.

4.2 Subcontracting. CONGs may subcontract any part of the Services to appropriately qualified subcontractors, provided that CONGs remains responsible for subcontractor acts and omissions and notifies the Customer of any material subcontracting arrangements upon request.

5. CUSTOMER OBLIGATIONS

5.1 Cooperation. The Customer shall:

(a) provide CONGs with timely access to all data, systems, information, personnel, and facilities reasonably required for the Services;

(b) ensure that all information provided to CONGs is accurate, complete, and up-to-date in all material respects;

(d) designate a representative with full authority to act on Customer's behalf, make binding decisions, and provide approvals; and

(e) ensure that its personnel cooperate fully with CONGs and make themselves available as reasonably required.

5.2 Customer Dependencies. Where a SOW identifies Customer dependencies or obligations, CONGs' performance obligations are strictly conditional upon Customer's timely and complete performance. Any failure or delay by the Customer in performing its obligations that affects CONGs' ability to perform shall:

(a) automatically extend CONGs' timelines by a period at least equal to the Customer's delay;

(b) entitle CONGs to recover any additional costs incurred as a result; and

(c) relieve CONGs of any liability for non-performance or delayed performance to the extent caused by Customer's failure or delay.

5.3 Licences and Consents. The Customer shall obtain and maintain all licences, consents, and permissions necessary for CONGs to access and use Customer data and systems, including all consents required under Data Protection Legislation. The Customer shall indemnify CONGs against any claims arising from the Customer's failure to obtain necessary consents.

5.4 Lawful Use. The Customer warrants that its engagement of the Services, provision of Customer Materials, and use of Deliverables does not and will not violate any applicable law, regulation, or third-party rights.

5.5 Acknowledgement. The Customer acknowledges that:

(a) CONGs' ability to perform the Services and the quality of Deliverables depend substantially on the Customer's full and timely cooperation;

(b) the Customer has the expertise to evaluate and implement recommendations; and

6. DELIVERABLES AND COMPLETION

6.1 Delivery. CONGs shall use reasonable endeavours to deliver Deliverables in accordance with SOW timelines. Delivery dates are estimates only and CONGs shall not be liable for any failure to meet estimated delivery dates unless the SOW expressly states that time is of the essence for a particular deadline.

6.2 Completion of Deliverables. A Deliverable shall be deemed complete upon delivery to the Customer. If the Customer believes a Deliverable does not substantially conform to its SOW description, the Customer shall notify CONGs in writing within ten (10) Business Days of delivery, specifying the shortfall in reasonable detail. CONGs shall then address legitimate shortfalls within a reasonable time. If the Customer does not notify CONGs within this period, or if the Customer acts upon, implements, or otherwise uses the Deliverable, the Deliverable shall be deemed accepted and the associated milestone payment (if any) shall become due.

6.3 Nature of Advisory Services. The Customer acknowledges that much of CONGs' work comprises strategic advice, analysis, and recommendations rather than products that can be objectively tested against specifications. The Customer's disagreement with a recommendation, or the fact that a recommendation does not produce the Customer's desired commercial outcome, does not constitute a deficiency in the Services. CONGs' obligation is to deliver its professional opinion based on the information available; the Customer is solely responsible for deciding whether and how to act on that opinion.

6.4 Ongoing Services. For retainer-based or embedded advisory engagements (such as Growth Engine and Partnership), Services shall be deemed satisfactorily performed on a rolling monthly basis unless the Customer notifies CONGs of a material concern in writing before the end of the relevant month. Monthly Fees shall become due regardless of whether the Customer chooses to utilise CONGs' availability during that period.

7. SCOPE AND VARIATIONS

7.1 Defined Scope. The scope of each engagement is defined in the applicable SOW. CONGs is not obligated to perform work beyond that scope without agreement on additional Fees.

7.2 Variations. If the Customer requests work beyond the agreed scope, or if circumstances arise that materially increase the effort required to complete the Services, CONGs shall notify the Customer and the parties shall discuss the impact on Fees and timelines. CONGs shall not be obliged to proceed with additional work until the parties have agreed the variation in writing, whether by amending the SOW, executing a new SOW, or exchanging emails confirming the additional scope and Fees.

7.3 Informal Requests. The Customer acknowledges that in the course of an advisory relationship, informal requests and discussions are common. Where the Customer makes requests that fall outside the agreed scope during meetings, calls, or by email, CONGs may either treat such requests as chargeable variations under Clause 7.2 or, at its discretion, accommodate minor requests within the existing Fees. CONGs' accommodation of occasional minor requests shall not oblige it to accommodate further requests without additional Fees.

7.4 Rate for Additional Work. Unless otherwise agreed, additional work shall be charged at CONGs' then-current day rates, or pro-rata for part days.

8. FEES AND PAYMENT

8.1 Fees. The Customer shall pay all Fees as specified in each SOW. Unless stated otherwise:

(a) Fees exclude VAT, which will be added at the prevailing rate and is payable by the Customer;

(b) Fees are in pounds sterling (GBP); and

8.2 Invoicing. CONGs shall invoice in accordance with the SOW payment schedule. If not specified:

(a) for fixed-fee engagements, 50% on SOW execution and 50% on delivery of the final Deliverable (whether or not accepted);

(b) for time-and-materials engagements, monthly in arrears based on time recorded; and

8.3 Payment Terms. Unless otherwise specified in the SOW, payment is due within thirty (30) days of invoice date by bank transfer to the account specified by CONGs. Time for payment is of the essence.

8.4 Late Payment. If the Customer fails to pay any amount by the due date:

(a) all outstanding amounts across all SOWs shall become immediately due and payable;

(b) interest shall accrue at 8% per annum above the Bank of England base rate, calculated daily from the due date until payment in full;

(d) CONGs may immediately suspend all Services without liability until payment is received; and

(e) CONGs may terminate these Terms and any SOW with immediate effect by written notice.

8.5 Expenses. The Customer shall reimburse all reasonable expenses incurred by CONGs in performing the Services, including travel, accommodation, and materials. Expenses exceeding £500 in aggregate per month require prior approval unless specified in the SOW.

8.6 Disputed Invoices. The Customer may only dispute invoices if it reasonably believes a Deliverable does not substantially conform to its SOW. If the Customer disputes any invoice in such circumstances, it shall:

(a) notify CONGs in writing within seven (7) days of invoice date, specifying grounds in reasonable detail; and

(b) pay all undisputed amounts by the due date.

Failure to dispute within seven (7) days constitutes acceptance of the invoice. The parties shall negotiate disputed amounts in good faith, but CONGs' rights under Clause 8.4 shall apply to any amounts remaining unpaid after the original due date if the dispute is resolved in CONGs' favour.

8.7 Fee Adjustments. CONGs may increase Fees annually on thirty (30) days' written notice to reflect increases in CONGs' costs, provided that increases shall not exceed 8% per annum unless otherwise agreed.

9. INTELLECTUAL PROPERTY

9.1 Provider Materials. All Intellectual Property Rights in Provider Materials are and shall remain CONGs' exclusive property. Nothing in these Terms transfers or assigns any ownership of Provider Materials to the Customer. The Customer acknowledges that all Service-related methodologies, frameworks, tools, and know-how are valuable proprietary assets of CONGs.

9.2 Licence to Provider Materials. Subject to payment of all Fees due, CONGs grants the Customer a non-exclusive, non-transferable, non-sublicensable, royalty-free licence to use Provider Materials incorporated in Deliverables or within the Online Services solely for the Customer's internal business purposes. This licence:

(a) is conditional upon full payment of all Fees and compliance with these Terms;

(b) terminates automatically upon any material breach by the Customer or termination of these Terms;

(d) does not permit disclosure to third parties except the Customer's employees and contractors with a need to know who are bound by confidentiality obligations.

9.3 Deliverables. Subject to Clauses 9.1, 9.2, and payment of all Fees:

(a) Intellectual Property Rights in bespoke elements of Deliverables created specifically for the Customer (excluding all Provider Materials incorporated therein) shall vest in the Customer upon full payment;

(b) CONGs assigns such rights to the Customer with full title guarantee; and

For the avoidance of doubt, any methodology, framework, template, tool, process, or know-how developed or used by CONGs in creating Deliverables (whether or not specifically created for the Customer) shall be Provider Materials and shall remain CONGs' property.

9.4 Customer Materials. Intellectual Property Rights in Customer Materials remain the Customer's property. The Customer grants CONGs a royalty-free, worldwide licence to use, copy, modify, and create derivative works of Customer Materials for the purpose of providing the Services and for CONGs' internal business purposes, including developing and improving its methodologies and services, provided that CONGs shall not disclose Customer Confidential Information except as permitted under Clause 10.

9.5 Feedback and Learnings. CONGs may freely use, without restriction, compensation, or attribution:

(a) any suggestions, ideas, or feedback provided by the Customer;

(b) general skills, knowledge, experience, and learnings acquired in performing the Services; and

in each case for any purpose including improving and marketing CONGs' services.

9.6 Reservation of Rights. All rights not expressly granted are reserved. The Customer shall not acquire any rights in Provider Materials except as expressly stated in these Terms.

10. CONFIDENTIALITY

10.1 Obligations. Each party shall:

(a) keep the other's Confidential Information strictly confidential;

(b) not disclose it to third parties without prior written consent;

(d) protect it with at least the same degree of care used to protect its own confidential information, and in any event no less than reasonable care.

10.2 Permitted Disclosures. Confidential Information may be disclosed:

(a) to employees, officers, contractors, professional advisers, and Affiliates with a need to know, provided they are bound by confidentiality obligations at least as protective as this Clause 10;

(b) as required by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party where legally permitted and cooperates in seeking protective measures; and

10.3 Exclusions. Information is not Confidential Information if the receiving party can demonstrate that it:

(a) is or becomes publicly available without breach of these Terms by the receiving party;

(b) was lawfully in the receiving party's possession before disclosure, as evidenced by written records;

(d) is independently developed without use of or reference to the disclosing party's Confidential Information, as evidenced by written records.

10.4 Return. Upon termination or the disclosing party's written request, each party shall promptly return or destroy (at the disclosing party's option) the other's Confidential Information, except as required by law or for legitimate archival purposes. CONGs may retain copies of Confidential Information in its professional records and backup systems, subject to ongoing confidentiality obligations.

10.5 Duration. Confidentiality obligations survive termination for seven (7) years, or indefinitely for trade secrets.

10.6 Injunctive Relief. The parties acknowledge that breach of this Clause 10 may cause irreparable harm for which monetary damages would be inadequate. The non-breaching party shall be entitled to seek injunctive relief without proving actual damages or posting a bond.

11. DATA PROTECTION

11.1 Compliance. Each party shall comply with Data Protection Legislation in connection with these Terms.

11.2 Roles. Where CONGs processes Personal Data on Customer's behalf, the Customer acts as controller and CONGs acts as processor, and the Data Processing Terms in Schedule 1 apply.

12. WARRANTIES

12.1 CONGs Warranties. CONGs represents and warrants that:

(a) it has authority to enter into and perform these Terms;

(b) Services will be performed with reasonable skill and care; and

12.2 Customer Warranties. The Customer represents and warrants that:

(a) it has full authority to enter into and perform these Terms;

(b) the person accepting these Terms has authority to bind the Customer;

(d) Customer Materials do not and will not infringe third-party rights or violate applicable law;

(e) it shall use the Services and Deliverables only for lawful purposes; and

(f) all information provided to CONGs is accurate and complete.

12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN CLAUSE 12.1, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND TERMS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, OR OTHERWISE ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, CONGs MAKES NO WARRANTY THAT:

(A) SERVICES WILL ACHIEVE ANY PARTICULAR OUTCOME, RESULT, OR RETURN ON INVESTMENT;

(B) SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;

(D) ANY RECOMMENDATION OR FORECAST WILL PROVE ACCURATE.

THE CUSTOMER ASSUMES ALL RISK REGARDING THE SUITABILITY AND RESULTS OF THE SERVICES.

13. LIMITATION OF LIABILITY

13.1 Unlimited Liability. Nothing in these Terms limits or excludes either party's liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

13.2 Excluded Losses. Subject to Clause 13.1, neither party shall be liable to the other for:

(a) indirect, special, incidental, punitive, or consequential loss or damage;

(b) loss of profits, revenue, or anticipated savings or earnings (whether direct or indirect);

(d) loss of goodwill or reputation;

(e) loss or corruption of data;

(f) increased costs or expenses;

(g) wasted expenditure or management time; or

(h) any loss arising from the Customer's business decisions or use of Deliverables,

in each case whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable or the party had been advised of the possibility.

13.3 CONGs Liability Cap. Subject to Clauses 13.1 and 13.2, CONGs' total aggregate liability to the Customer under or in connection with these Terms and all SOWs (whether in contract, tort, or otherwise) shall not exceed the Fees actually paid by the Customer in the twelve (12) months preceding the first event giving rise to the claim.

13.4 Per-Claim Cap. CONGs' liability for any single claim or series of connected claims shall not exceed the Fees paid under the specific SOW to which the claim relates.

13.5 Customer Liability. Subject to Clause 13.1, the Customer's total aggregate liability to CONGs (excluding Fees payable) shall not exceed the Fees actually paid by the Customer in the twelve (12) months preceding the first event giving rise to the claim.

13.6 Mitigation. Each party shall take all reasonable steps to mitigate any loss for which the other party may be liable.

13.7 Time Limit. No claim may be brought by either party more than twelve (12) months after the party became aware (or ought reasonably to have become aware) of the facts giving rise to it, and in any event no later than two (2) years after the act or omission giving rise to the claim.

13.8 Reasonableness. The parties acknowledge that:

(a) the limitations in this Clause 13 represent a fair and reasonable allocation of risk considering the nature of the Services and the Fees.

(b) the Fees reflect this risk allocation; and

13.9 Essential Basis. The limitations in this Clause 13 shall apply even if any limited remedy fails of its essential purpose.

14. INDEMNIFICATION

14.1 Indemnity. Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against all third party claims, actions, proceedings, damages, losses, costs, and expenses (including reasonable legal fees on a full indemnity basis) arising from or in connection with the indemnified party’s breach of these Terms;

14.2 Exclusions from Indemnity. No party shall have an obligation under Clause 14.1 to the extent the claim arises from:

(a) modification of Provider Materials by anyone other than CONGs;

(b) combination of Provider Materials with other materials not provided by CONGs;

14.3 Remedies for Infringement. If Provider Materials become, or CONGs reasonably believes may become, subject to an infringement claim, CONGs may at its option and expense:

(a) procure the right for the Customer to continue using the Provider Materials;

(b) modify or replace the Provider Materials to make them non-infringing; or

(c) if neither (a) nor (b) is commercially reasonable, terminate the affected SOW and refund Fees paid for the infringing Provider Materials in the preceding twelve (12) months.

This Clause 14.3 states CONGs' entire liability for intellectual property infringement.

14.4 Procedure. The indemnified party shall:

(a) promptly notify the indemnifying party (failure to provide prompt notice shall reduce the indemnifying party's obligations to the extent prejudiced);

(b) give the indemnifying party sole control of defence and settlement; and

The indemnifying party shall not settle any claim that admits liability on behalf of the indemnified party or imposes obligations on the indemnified party without its consent.

15. TERM AND TERMINATION

15.1 Term. These Terms commence on the Effective Date of the first SOW and continue until terminated in accordance with this Clause 15.

15.2 Termination for Convenience. Either party may terminate these Terms on ninety (90) days' written notice. The Customer shall pay all Fees for Services performed up to the termination date, including work in progress.

15.3 Termination by CONGs for Cause. CONGs may terminate these Terms and any or all SOWs immediately by written notice if:

(a) the Customer commits a material breach and (if remediable) fails to remedy it within fourteen (14) days of notice;

(b) the Customer fails to pay any amount when due and such failure continues for seven (7) days after notice;

(c) the Customer becomes insolvent, enters administration or liquidation, has a receiver appointed, proposes or enters into any arrangement with creditors, or ceases or threatens to cease business;

(d) the Customer undergoes a change of Control; or

(e) CONGs reasonably determines that continuing the engagement would be unlawful, unethical, or damaging to CONGs' reputation.

15.4 Termination by Customer for Cause. The Customer may terminate these Terms by written notice if CONGs commits a material breach and fails to remedy it within thirty (30) days of notice specifying the breach in reasonable detail.

15.5 SOW Termination. Either party may terminate an individual SOW:

(a) for convenience on thirty (30) days' written notice (unless the SOW specifies otherwise), with the Customer paying all Fees for Services performed and committed costs; or

(b) for cause on the same basis as Clauses 15.3 and 15.4 as applicable.

SOW termination does not affect these Terms or other SOWs unless these Terms are also terminated.

15.6 Effects of Termination. Upon termination for any reason:

(a) the Customer shall immediately pay all outstanding Fees, including for Services performed, work in progress, and committed costs;

(b) all licences granted to the Customer terminate (except under Clause 9.2 if all Fees have been paid);

(d) CONGs shall, subject to payment of all outstanding Fees, deliver completed Deliverables and, at CONGs' option, partially completed Deliverables in their then-current state;

(e) CONGs shall have no obligation to complete or refund work in progress; and

(f) the following provisions survive: Clauses 2, 8 (for amounts accrued), 9, 10, 11, 12.3, 13, 14, 15.6, and 16.

15.7 Accrued Rights. Termination does not affect accrued rights or liabilities or any provision intended to survive.

16. GENERAL PROVISIONS

16.1 Force Majeure. Neither party is liable for failure to perform (except the Customer's payment obligations) due to circumstances beyond reasonable control, including natural disasters, pandemic, epidemic, war, terrorism, civil unrest, government action, embargo, sanctions, labour disputes (other than involving that party's own workforce), third-party telecommunications or infrastructure failure, or cyberattack (provided reasonable security measures were in place). The affected party shall notify the other promptly and take reasonable steps to mitigate effects. If the event continues beyond thirty (30) days, either party may terminate the affected SOW without liability. Force majeure shall not excuse Customer's payment obligations.

16.2 Notices. Notices must be in writing and sent to the addresses in the relevant SOW (or as updated in writing). Notices are deemed received:

(a) two (2) Business Days after posting if by recorded delivery; or

(b) on confirmed receipt if by email to a designated notice address (excluding automated responses).

16.3 Assignment. The Customer may not assign, transfer, charge, or deal in any manner with these Terms or any rights hereunder without CONGs' prior written consent. CONGs may assign these Terms to any Affiliate or to a successor in connection with a merger, acquisition, reorganisation, or asset sale without consent. Any purported assignment in breach is void.

16.4 Amendments. Except as provided in Clause 1.4, no amendment is effective unless in writing and signed by authorised representatives of both parties.

16.5 Waiver. No failure or delay in exercising any right operates as a waiver. No single or partial exercise precludes further exercise.

16.6 Severability. If any provision is found invalid, illegal, or unenforceable by a court of competent jurisdiction, it shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed, and the remaining provisions shall continue in full force.

16.7 No Partnership. Nothing creates a partnership, joint venture, employment relationship, or agency. Neither party may bind the other without prior written consent. CONGs is an independent contractor.

16.8 Third Party Rights. No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.

16.9 Electronic Communications. The Customer consents to receiving all communications electronically. Electronic records satisfy any legal requirement for writing. Electronic signatures are binding.

16.10 Governing Law and Jurisdiction. These Terms and any dispute arising from them (including non-contractual disputes) are governed by English law. The parties submit to the exclusive jurisdiction of the English courts, except that CONGs may bring proceedings in any jurisdiction to enforce its Intellectual Property Rights or collect unpaid Fees.

16.11 Cumulative Remedies. Except as expressly stated, remedies are cumulative and not exclusive of any other remedies available at law or in equity.

16.12 Announcements. CONGs may identify the Customer as a client and provide a general description of the engagement in marketing materials, proposals, and on its website, unless the Customer objects in writing.

17. CONTACT

For questions about these Terms or our Services:

CONGs LTD Company Number: 16602984 Registered Address: 67 Hounslow Road, Hanworth, Feltham, England, TW13 6QA Email: olga.sakka@congs.co.uk Website: https://www.congs.co.uk/

SCHEDULE 1: DATA PROCESSING TERMS

These Data Processing Terms ("DPT") form part of the Terms of Service and govern CONGs' processing of Personal Data on behalf of the Customer.

1. DEFINITIONS. Terms defined in the Terms of Service apply. Additionally:

(a) "Customer Personal Data" means Personal Data processed by CONGs on behalf of the Customer;

(b) "Data Subject Request" means a request from a data subject exercising rights under Data Protection Legislation; and

2. PROCESSING DETAILS. The subject matter is commercial strategy and analytics consultancy. The duration is the term of the applicable SOW plus any legally required retention period. The nature of processing includes collection, organisation, analysis, storage, consultation, use, and erasure. The purpose is providing the Services and fulfilling the SOW including data analysis for strategic insights and recommendations. The types of Personal Data include business contact details, sales data, and customer relationship data (limited to business contacts). The categories of data subjects include Customer employees, personnel, customers, and prospects (business contacts only).

3. CUSTOMER INSTRUCTIONS. CONGs shall process Customer Personal Data only on Customer's documented instructions as set out in the Terms, SOWs, and any written instructions provided by the Customer's authorised representative. CONGs shall notify the Customer if it believes an instruction infringes Data Protection Legislation. The Customer shall be solely responsible for ensuring the lawfulness of its instructions.

4. CONGs OBLIGATIONS. CONGs shall:

(a) process Customer Personal Data only as instructed, unless required by applicable law (notifying Customer unless prohibited);

(b) ensure authorised personnel are bound by appropriate confidentiality obligations;

(c) implement appropriate technical and organisational security measures in accordance with Article 32 of the UK GDPR and Clause 4A below;

(d) not engage Sub-processors without Customer's authorisation (which is granted generally under Clause 10 below);

(e) ensure Sub-processors are bound by equivalent data protection obligations;

(f) taking into account the nature of processing, provide reasonable assistance with Data Subject Requests;

(g) provide reasonable assistance (at the Customer's cost) with security, breach notification, impact assessments, and prior consultation obligations;

(h) at Customer's written election, delete or return Customer Personal Data on SOW termination (unless legally required to retain), and certify deletion on written request; and

(i) make available information reasonably necessary to demonstrate compliance and permit audits in accordance with Clause 9 below.

4A. SECURITY MEASURES.

(a) Cyber Essentials Certification. CONGs maintains current certification under the UK Government-backed Cyber Essentials scheme. Evidence of certification is available upon reasonable written request.

(b) Minimum Security Controls. CONGs implements and maintains the following technical controls in accordance with the Cyber Essentials requirements:

(i) Firewalls: Boundary firewalls and internet gateways are configured to protect all devices from unauthorised access from the internet. Default administrative credentials are changed, and rules are configured to permit only traffic that is necessary for business purposes. Firewall rules are documented, approved, and reviewed regularly.

(ii) Secure Configuration: Computers and network devices are configured to reduce vulnerabilities. Unnecessary software, user accounts, and services are removed or disabled. Default passwords are changed to strong, unique passwords. Auto-run features for removable media are disabled.

(iii) User Access Control: User accounts are assigned only to authorised individuals and are managed throughout their lifecycle. Administrative privileges are restricted to those who require them for their role and are used only for administrative tasks. Unique credentials are assigned to each user, and accounts are protected by strong passwords or other authentication mechanisms.

(iv) Malware Protection: Anti-malware software is installed, configured to update automatically, and set to scan files automatically upon access and web pages upon access. Users are prevented from running unauthorised software where technically practicable.

(v) Security Update Management: Software and firmware are licensed and supported, with security patches applied within reasonable time after release.

(i) encryption of Customer Personal Data in transit and at rest using industry-standard encryption protocols;

(ii) regular backup procedures with tested restoration capabilities;

(iii) access logging and monitoring of systems processing Customer Personal Data;

(iv) staff training on data protection and information security; and

(v) incident response procedures for security events.

(d) Review and Updates. CONGs shall review and update its security measures periodically to address evolving threats and maintain Cyber Essentials certification. Material changes to security measures that reduce the level of protection shall be notified to the Customer.

5. DATA SUBJECT REQUESTS.

(a) CONGs shall notify the Customer of Data Subject Requests within five (5) Business Days.

(b) CONGs shall not respond except to acknowledge receipt and direct the request to the Customer, unless the Customer instructs otherwise in writing.

(c) CONGs shall provide reasonable assistance with Data Subject Requests at the Customer's cost for time exceeding two hours.

6. PERSONAL DATA BREACH.

(a) CONGs shall notify the Customer without undue delay of becoming aware of a Personal Data breach affecting Customer Personal Data.

(b) Notification shall include (to the extent then known): breach nature; categories and approximate numbers affected; likely consequences; and measures taken or proposed.

(d) The Customer shall be solely responsible for notifications to supervisory authorities and data subjects.

(e) The Customer shall not make any public statements regarding a breach without CONGs' prior written consent.

7. INTERNATIONAL TRANSFERS.

(a) CONGs shall not transfer Customer Personal Data outside the UK unless:

(i) to a country with adequate protection under Data Protection Legislation;

(ii) appropriate safeguards apply (such as the UK IDTA or approved SCCs); or

(iii) the Customer authorises the transfer with a lawful mechanism.

(b) Where transfers require a transfer risk assessment, CONGs shall conduct such assessment and make it available to the Customer upon request.

8. AUDITS.

(a) CONGs permits audits on fifteen (15) Business Days' prior written notice during normal business hours, subject to:

(i) confidentiality obligations;

(ii) CONGs' reasonable security and business continuity requirements; and

(iii) not unreasonably interfering with CONGs' business operations.

(b) Audits are limited to once per calendar year unless:

(i) required by a supervisory authority; or

(ii) following a confirmed Personal Data breach.

(d) CONGs may satisfy audit requests by providing:

(i) relevant certifications (such as ISO 27001 or Cyber Essentials) from an accredited auditor or certification body;

(ii) audit reports from a qualified third-party auditor; or

(iii) written responses to reasonable written questions,

provided such materials are less than twelve (12) months old and cover the matters relevant to the audit request.

(e) Audit findings and reports are CONGs' Confidential Information.

9. SUB-PROCESSORS.

(a) By accepting the Terms, the Customer provides general written authorisation for CONGs to engage Sub-processors to process Customer Personal Data.

(b) A list of current Sub-processors is available upon written request.

(c) CONGs shall notify the Customer of any intended addition or replacement of Sub-processors at least fourteen (14) days before the change takes effect, by email to the address specified in the SOW or by notice on CONGs' website.

(d) If the Customer has reasonable grounds to object to a proposed Sub-processor on data protection grounds, it shall notify CONGs in writing before the change takes effect. The parties shall discuss the objection in good faith. If the parties cannot resolve the objection within fourteen (14) days, the Customer may terminate the affected SOW without penalty (but shall pay all Fees for Services performed to the termination date).

(e) CONGs shall ensure all Sub-processors are bound by written agreements imposing data protection obligations no less protective than this DPT.

10. RECORDS. CONGs shall maintain records of processing activities as required by Article 30(2) of the UK GDPR and make them available to the Customer upon reasonable written request.

11. LIABILITY.

(a) Liability under this DPT is subject to Clause 13 of the Terms.

(b) The Customer shall indemnify CONGs against all third-party claims, fines, penalties, costs, and expenses arising from:

(i) the Customer's breach of Data Protection Legislation;

(ii) the Customer's unlawful or inadequate instructions; or

(iii) Customer Materials containing Personal Data processed unlawfully.

END OF TERMS OF SERVICE