By and between Business Concierge MRUKWA Ltd, at Summit House, 4-5 Mitchell Street, EDINBURGH, EH6 7BD (hereinafter referred to as “RECEIVER”), and

Having Premises Located At

(hereinafter referred to as “DISCLOSER”), under which RECEIVER is to receive from DISCLOSER certain information concerning business and personal details, to be permitted to use such information for specified purposes while protecting same from inappropriate revelation. Therefore, DISCLOSER and RECEIVER agree only as follows:

TERM
This Agreement shall become effective on the date indicated above and shall remain in effect
for 7 years thereafter in order to trade secrets and 2 years thereafter for other confidential
information.

PROPRIETARY INFORMATION
Proprietary Information shall mean all textual and graphic documents, all concept, and all research and financial information which are disclosed hereunder by DISCLOSER to RECEIVER that are in any form, including oral, written, visual or machine-readable form.

NON-REVELATION
RECEIVER shall preserve in confidence any Proprietary Information received from DISCLOSER during the Term of this Agreement set forth in Paragraph 1 for 7 years following such receipt by preventing any disclosure of such Proprietary Information to any third party without the written authorization of DISCLOSER, using as a minimum in doing so the same degree of care RECEIVER
uses to restrict disclosure of its own information that it considers proprietary or
confidential. RECEIVER shall disclose Proprietary Information of DISCLOSER to only of those of its employees which need to know same for the uses permitted thereof under this Agreement.

USE
RECEIVER shall use Proprietary Information provided thereto by DISCLOSER only during the Term under Paragraph 1 and only for purposes of evaluation thereof and for planning possible uses of in its future business and for the benefit of DISCLOSER. RECEIVER shall make no other use thereof, nor derive any other commercial benefit there from.

EXCEPTED INFORMATION
Excluded from Proprietary Information of DISCLOSER is any information that is:

a) known to RECEIVER on or before the Term of this Agreement under Paragraph 1 began, and can be shown to have been so known by documentary evidence; or

b) obtained by RECEIVER without restriction as to the further disclosure thereof from a source other than DISCLOSER through no breach of confidence by such source, and can be shown to be so obtained by documentary evidence; or

c) in the public domain when received, or thereafter enters the public domain through no fault of RECEIVER, including that contained in any patent issuing on a patent application which was theretofore included in Proprietary Information.

RIGHTS
All Proprietary Information shall continue to be owned by DISCLOSER even after any transfer thereof from DISCLOSER to RECEIVER, and RECEIVER shall make no copies thereof. Neither this Agreement nor any disclosure of Proprietary Information hereunder by DISCLOSER to RECEIVER shall be construed as granting any right or license expressed or implied under any inventions, patents, or copyrights now or hereafter owned or controlled by DISCLOSER.

EXPIRATION
This Agreement shall expire at the end of the Term of Paragraph 1, but such expiration of this Agreement shall not relieve RECEIVER of any obligation to preserve in confidence as set out in Paragraph 3 any Proprietary Information received by RECEIVER from DISCLOSER prior to such expiration which obligation shall continue until the end of the time duration set therefore in Paragraph 3. DISCLOSER may terminate any further transmittals of Proprietary Information by DISCLOSER to RECEIVER during the Term under Paragraph 1 upon thirty (30) days written notice from DISCLOSER to RECEIVER to so terminate.

Upon expiration of this Agreement, RECEIVER shall cease all use of Proprietary Information received from DISCLOSER and shall, upon request, return all such Proprietary Information, including any copies thereof, then in its possession or that of its legal counsel as set forth in Paragraph 3. Alternatively, at the request of DISCLOSER, RECEIVER shall utilize its best efforts to destroy all such Proprietary Information, including any copies thereof, then in its possession or control, and provide to DISCLOSER written certificate within sixty (60) days of such request certifying that such destruction has been completed.

TERMS AND CONDITIONS
a) Nothing in this Agreement shall be construed as an obligation by either party to enter into a contract, subcontract or other business relationship. Each party shall bear all costs and expenses incurred by it under or in connection with this Agreement.

b) Rights and obligations of the parties provided by this Agreement shall take precedence over specific legends or statements provided with or associated with any Proprietary Information received by RECEIVER from DISCLOSER.

c) This Agreement contains the entire understanding between the parties, superseding all prior or contemporaneous communications, agreements, or understandings between the parties with respect to the disclosure and protection of Proprietary Information.

APPLICATION AND ENTIRE AGREEMENT

1. These Terms and Conditions apply to the provision of the services detailed in my quotation by Business Concierge MRUKWA Ltd, Magdalena Mrukwa, whose registered office is at Summit House, 4-5 Mitchell Street, EDINBURGH, EH6 7BD (the Company/we/us) to the person buying the services (the Client/you).

2. You are deemed to have accepted these Terms and Conditions when you accept the Company quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and the Company quotation (the Contract) are the entire agreement between us.

3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on my behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

INTERPRETATION

4. A “business day” means any day other than a Saturday, Sunday, or bank holiday.

5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

6. Words imparting the singular number shall include the plural and vice-versa.

SERVICES

7. The Company warrant that I will use reasonable care and skill in my performance of the Services which will comply with the quotation, including any specification in all material aspects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and I will notify you if this is necessary.

8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of my obligations.

9. Consultation services; including written communication, telephone conversations with both yourself and/or any third party which is out with the necessary dealings required to complete the goods or services previously quoted for, will be charged at £100 per every hour.

10. These Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

YOUR OBLIGATIONS

11. You must obtain any permissions, consents, licences or otherwise that the Company need and must give me access to all relevant information, materials, properties and any other matters which I need to provide the Services.

12. If you do not comply with clause 10, we can terminate the Services.

13. The Company is not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

FEES AND DEPOSIT

14. The fees (“Fees”) for the Services are set out in the quotation and are on a time and materials basis.

15. In addition to the Fees, we can recover from you

a) reasonable incidental expenses including but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses,

b) the cost of services provided by third parties and required by
me for the performance of the Services, and

c) the cost of any materials required for
the provision of the Services.

16. You must pay for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.

17. The Fees are inclusive of any applicable VAT and other taxes or levies which are
imposed or charged by any competent authority.

18. You must pay a deposit (“Deposit”) as detailed in the quotation within 7 days of accepting the quotation.

19. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (“Termination”)

20. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not my fault, no refund will be made).

CANCELLATION AND AMENDMENT

21. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 7 days from the date of the quotation, (unless the quotation has been withdrawn).

22. Either the Client or the Company can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

23. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

24. If, due to the circumstances beyond our control, included those set out in the clause below (Circumstances beyond a party’s control), will have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keeps any such changes to a minimum.

PAYMENT

25. We will invoice you for payment of the Fees on the invoice dates set out in the
quotation.

26. You must pay the Fees within 7 days of the date of our invoice or otherwise in
accordance with any credit terms agreed between us.

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

28. Without limiting any other rights or remedy we have for statutory interest, if you do not pay within the period set out above, I will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of Scotland from time to time on the amount outstanding until payment is received in full.

29. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other to justify withholding payment of any such amount in whole or in part.

30. If you do not pay within the period set out above, we can suspend any further
provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

31. Receipts for payments will be issued by me only at your request.

32. All payments must be made in British Pounds unless otherwise agreed in writing between us.

SUB-CONTRACTING AND ASSIGNMENT

33. The Company can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all our obligations to any third party.

34. You must not, without prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions

TERMINATION

35. We can terminate the provision of the Services immediately if you:

a. Commit a material breach of your obligations under these Terms and
Conditions; or

b. Fail to pay any amount due under the Contract on the due date for payment;
or

c. Are or become or, in our reasonable opinion, are about to become, the subject
of a bankruptcy order or take advantage of any other statutory provision for
the relief of insolvent debtor; or

d. Enter a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any
other scheme or arrangement is made with its creditors; or

e. Convene any meeting of your creditors, enter into voluntary or compulsory
liquidation, have a receiver, manager, administrator or administrative receiver
appointed in respect of your assets or undertakings any part of them, any
documents are filed with the court for the appointment of an administrator in
respect of you, notice of intention to appoint an administrator is given by you
or any of your directors or by a qualifying floating charge holder (as defined in
para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or
petition presented to any court for your winding up or for the granting of an
administration order in respect of you, or any proceedings are commenced
relating to your insolvency or possibly insolvency.

INTELLECTUAL PROPERTY

36. Business Concierge MRUKWA Ltd reserve all copyright and any other intellectual property rights which may subsist in any goods supplied about the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

LIABILITY AND INDEMNITY

37. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.

38. The total amount of our liability is limited to the total number of Fees payable by you under the Contract.

39. We are not liable (whether caused by our employees, agents or otherwise) about our provision of the Services or the performance of any of my other obligations under these Terms and Conditions or the quotation for:

a. Any indirect, special, or consequential loss, damage, costs, or expenses; or

b. Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss
of reputation or goodwill; business interruption; or other third-party claims; or

c. Any failure to perform any of our obligations if such a delay or failure is due to
any cause beyond my reasonable control; or

d. Any losses caused directly or indirectly by any failure or your breach in relation
to your obligations; or

e. Any losses arising directly or indirectly from the choice of Services and how
they will meet your requirements or your use of the Services or any goods
supplied about the Services.

40. You must indemnify us against all damages, costs, claims and expenses suffered by our company arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

41. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

CIRCUMSTANCES BEYOND A PARTY’S CONTROL

42. Business Concierge MRUKWA Ltd is not liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental actions or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, we may terminate or cancel the Services to be carried out under these Terms and Conditions

COMMUNICATIONS

43. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

44. Notices shall be deemed to have been duly given:

a. When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

b. When sent, if transmitted by fax or email and a successful transmission report
or return receipt is generated;

c. On the fifth business day following mailing, if mailed by national ordinary mail;
or

d. On the tenth business day following mailing, if mailed by airmail.

45. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

NO WAIVER

46. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy

SEVERANCE

47. 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).

LAW AND JURISDICTION

48. These Terms and Conditions are governed by and interpreted according to Scottish and English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the Scottish Courts.

Anex T&C’s – Cancellation ClauseThis Agreement includes a cancellation clause that applies to all services provided by Business Concierge Mrukwa Ltd to the Client. Both parties acknowledge and agree to the terms of cancellation as outlined herein.

Draft Business Plan Completion and Settlement ClauseUpon commencement of work on a draft business plan by Business Concierge Mrukwa Ltd for the Client, it is understood and agreed by both parties that the completion of this initial phase of work obligates the Client to a financial settlement for the efforts and resources deployed by Business Concierge Mrukwa Ltd, regardless of the Client’s decision to proceed with the subsequent stages of the application process. Before the Client receives the draft version of the business plan, they are required to settle any fees associated with its creation, as previously agreed upon. Only upon completion of this payment will Business Concierge Mrukwa Ltd provide the Client with the draft business plan. This clause ensures that Business Concierge Mrukwa Ltd is compensated for the provision of professional services and the delivery of the draft business plan, irrespective of the Client’s eventual decision to continue with or withdraw from the application process.

Scope of Services CoveredThis Cancellation Clause specifically pertains to the preparation of business documents and language assistance provided by Business Concierge Mrukwa Ltd for grant funding applications, startup loans, investor pitches, and any other business occasions where the Client requires our services. This ensures that the Client is aware that any work undertaken in these areas will be subject to the terms outlined in this clause.

Advanced Stage CancellationIn the event that the Client decides to cancel the services after Business Concierge Mrukwa Ltd has completed the preparation of all necessary business documents, but before the securing of the intended loan or other financial support, the Client agrees to compensate Business Concierge Mrukwa Ltd for the efforts and resources expended up to that point.

Compensation: The compensation owed to Business Concierge Mrukwa Ltd by the Client, in the event of an advanced stage cancellation as defined above, shall be equivalent to 50% of the total amount from the final stage invoice related to the preparation of the said business documents. This fee compensates Business Concierge Mrukwa Ltd for the partial work completed and is due regardless of the final outcome of the loan or funding application process.

Notice of Cancellation: The Client is required to notify Business Concierge Mrukwa Ltd in writing of their intent to cancel the services. Upon receipt of the cancellation notice, Business Concierge Mrukwa Ltd will cease all work related to the Client’s loan or funding application process.

No Refunds: The Client acknowledges that the cancellation fee is a genuine pre-estimate of the losses Business Concierge Mrukwa Ltd would incur in the event of a cancellation at an advanced stage as defined above. As such, this fee is non-refundable and is enforceable upon the Client’s cancellation of the services.

Final Settlement: Payment of the cancellation fee does not absolve the Client of any outstanding invoices or fees owed to Business Concierge Mrukwa Ltd for services rendered prior to the cancellation notice.

Outstanding Invoices ClauseFurthermore, the Client is obligated to settle any and all outstanding invoices for services rendered by the Company during the application process, in the event of deciding to withdraw from the application. This includes but is not limited to consultancy fees, document preparation fees, language assistance fees, and any other costs that have been incurred in relation to the Client’s application up to the point of withdrawal. Failure to settle these outstanding invoices may result in legal action to recover the due amounts, alongside any applicable legal fees or charges incurred by the Company in the process of such recovery.This Cancellation Clause is an integral part of the Agreement between Business Concierge Mrukwa Ltd and the Client, and both parties agree to abide by its terms.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicateoriginals by their duly authorized representatives.

Business Concierge MRUKWA Ltd
Company Number: SC632228
Summit House
4-5 Mitchell Street
EDINBURGH
EH6 7BD.