PayGo Limited
and

Self Employed Contract

This Self Employed Contract for Services is made on Thursday 23rd April 2026

Parties

(1) PayGo a trading style of FT Management Consultants Ltd of Units 8 & 9 Parsons Court, Welbury Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6ZE (Company).

(2) of (Sub-Contractor).

It is agreed

1. Definitions and Interpretation

1.1 The following definitions and rules of interpretation apply in this Agreement.

Board: the board of directors of the Company (including any committee of the board duly appointed by it);

Client: the person or company for whom the Work Scope is carried out;

Client Property: any documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of the Client, and any equipment, keys or hardware provided to the Sub-Contractor for use during the Engagement, and any work, data or documents (including copies) manufactured, produced, maintained or stored by the Sub-Contractor during the Engagement relating to the services;

Commencement Date: ;

Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Company or the Client for the time being confidential to the Company or the Client and trade secrets including, without limitation, technical data and know-how relating to the Business of the Company or the Client or any of their suppliers, customers, agents, distributors, shareholders, management or business contacts;

Engagement: the engagement of the Sub-Contractor by the Company on the terms of this Agreement;

Fees: the fee specified in the contract offer letter which is payable by the Company to the Sub-Contractor in respect of the execution of the Work Scope;

Individual: or substitute in accordance with clause 3.3;

Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the Engagement other than as expressly set out in this Agreement;

Services: the services described in the Work Scope;

Subsidiary and Holding Company: mean “subsidiary” and “holding company” as defined in section 1159 of the Companies Act 2006;

Substitute: a substitute for the Individual appointed under the terms of clause 3.3;

Termination Date: the date of termination of this Agreement, howsoever arising;

Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by the Sub-Contractor or the Individual in connection with the provision of the Services;

Work Scope: the work or project identified in the contract offer letter and/or notified verbally to the Sub-Contractor by the Company or the Client.

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

2. Term of Engagement

2.1 The Company shall engage the Sub-Contractor and the Sub-Contractor shall [be available to the Client] OR [make the Individual available to the Client] to provide Services as and when required by the Client on the terms of this Agreement.

2.2 The Engagement shall commence on the Commencement Date and shall continue until the End Date unless terminated in accordance with clause 10.2:

2.2.1 as provided by the terms of this Agreement; or

2.2.2 by either party giving to the other written notice to take immediate effect.

3. Duties and obligations

3.1 During the Engagement the Sub-Contractor shall, and (where appropriate) shall procure that [the Individual and] any Substitute shall:

3.1.1 provide the Services with all due care, skill and ability and use its or his best endeavours to promote the interests of the Client;

3.1.2 unless the [Sub-Contractor] [Individual] [Substitute] is prevented by ill health or accident, be available to carry out of the Services as and when required by the Client; and

3.1.3 promptly give to the Board all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services.

3.2 If the Sub-Contractor [or the Individual] is unable to provide the Services due to illness or injury, the Sub-Contractor shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no Fee shall be payable in accordance with clause 4 in respect of any period during which the Services are not provided.

3.3 The Sub-Contractor may, appoint a suitably skilled and qualified substitute to perform the services instead of the a Individual, provided that the Substitute will be required to enter into provisions equivalent to the terms of this Agreement with regard to confidentiality. If the Client accepts the Substitute, such acceptance not to be withheld where the substitute is suitably skilled and qualified, the Sub-Contractor shall continue to invoice the Client in accordance with clause 4 and shall be responsible for the remuneration of the substitute.

3.4 Unless it or he has been specifically authorised to do so by the Company in writing:

3.4.1 the Sub-Contractor [or the Individual] shall have no authority to incur any expenditure in the name of or for the account of the Client; and

3.4.2 the Sub-Contractor shall not, and shall procure that the Individual shall not, hold himself/itself out as having authority to bind the Company.

3.5 The Sub-Contractor shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Company’s health and safety procedures from time to time in force at the site or premises where the Services are provided and report to the Company any unsafe working conditions or practices.

3.6 The Sub-Contractor shall, and shall procure that the Individual shall:

3.6.1 comply with the Client’s equality, ethics, health and safety, anti-bribery and anti-corruption policies, in each case as the Client, or the relevant industry body may update from time to time (Relevant Policies);

3.6.2 comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements); and

3.6.3 ensure that all persons associated with the Sub-Contractor or other persons who are performing services or providing goods in connection with this Agreement comply with this clause 3.6.

3.7 Breach of clause 3.6 shall be deemed a material breach of this Agreement.

3.8 Subject to the above clauses, the Client shall have no right to, nor shall seek to exercise any control or supervision over the Sub-Contractor in the provision of the services. The Sub-Contractor shall endeavour to co-operate with the Client’s reasonable requests within the scope of the services, however it is acknowledged that the Sub-Contractor shall have autonomy over their working methods.

4. Fees

4.1 The Company shall be solely responsible for the payment of all fees due to the Sub-Contractor in respect of the execution of the Work Scope.

4.2 The Sub-Contractor shall submit to the Client [and Company] on a weekly basis or on another basis agreed with the Client:

4.2.1 time sheets for fees calculated by reference to the time spent executing the Work Scope (as evidenced by authorised records signed by the Client), the Fee and any expenses which the Company has agreed with the Client to pay on behalf of the Client in respect of the Work Scope; and

4.2.2 such written information as the Company may from time to time request in support of such invoices [including but not limited to copies of certificates of incorporation of the Sub-Contractor and VAT registration documents]; and

4.2.3 a written record of the Work Scope actually executed by the Sub-Contractor (Authorised Record of Work Scope) in a form approved by the Company and signed by an authorised representative of the Client. The Company shall not be obliged to pay for any Work Scope executed by the Sub-Contractor unless an Authorised Record of Work Scope is submitted to the Company.

4.3 The Company shall make payment of amounts properly incurred on behalf of the Company by the Sub-Contractor. Payment will generally be made by BACS transfer on [Wednesday in respect of all time sheets and demands received by 3.00pm on Monday in any week so that monies should be in the Sub-Contractor’s bank account by the following Friday.] If such payment is not made, whether due to public holidays or for any other reason, the Company will make payment to the Sub-Contractor as soon as reasonably possible by a method agreed with the Sub-Contractor.

4.4 The Fee and all other fees and expenses payable by the Company are quoted exclusive of VAT which shall if applicable additionally be payable by the Company.

4.5 The Company shall be entitled to deduct from any Fees and other amount due to the Sub-Contractor any amount that it is required by law to deduct and shall account for such amounts to the appropriate authorities, including but not limited to HMRC.

4.6 The Sub-Contractor shall be responsible for any income tax and national insurance contributions and any other taxes and deductions payable arising from the execution of the Work Scope which the Company does not deduct under clause 4.5 above. The Sub-Contractor shall indemnify the Company against any such taxes, contributions or deductions as shall from time to time be due from or assessed on the Company.

5. Expenses

The Sub-Contractor is responsible for and shall pay all expenses incurred by the Sub-Contractor. Nothing shall render the Company liable for these costs.

6. Other activities

6.1 Nothing in this Agreement shall prevent the Sub-Contractor [or the Individual] from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:

6.1.1 such activity does not cause a breach of any of the Sub-Contractor’s [or the Individual’s] obligations under this Agreement or the Work Scope; and

6.1.2 the Sub-Contractor [or the Individual] shall give priority to the provision of the Services to the Client over any other business activities undertaken by it during the course of the Engagement.

7. Confidential information and Company property

7.1 The Sub-Contractor acknowledges that in the course of the Engagement it [or the Individual] could have access to Confidential Information.

7.2 The Sub-Contractor shall not, and shall procure that the Individual shall not (except in the proper course of its or his duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to:

7.2.1 any use or disclosure authorised by the Client or required by law; or

7.2.2 any information which is already in, or comes into, the public domain otherwise than through the Sub-Contractor’s [or the Individual’s] unauthorised disclosure.

8. Data protection

8.1 The Sub-Contractor consents and shall procure that the Individual consents to the Client holding and processing data relating to him/it for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Act 1998) relating to the Sub-Contractor [or the Individual] including, as appropriate:

8.1.1 information about the Sub-Contractor’s [or the Individual’s] physical or mental health or condition in order to monitor sickness absence;

8.1.2 the Sub-Contractor’s racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation;

8.1.3 information relating to any criminal proceedings in which the Individual has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

8.2 The Sub-Contractor consents [and shall procure that the Individual consents] to the Company making such information available to the Client.

8.3 The Sub-Contractor shall comply, [and shall procure that the Individual shall comply,] with the Company’s and the Client’s data protection policies and the Data Protection Act 1998 and associated codes of practice when processing personal data relating to any employee, worker, customer, client, supplier or agent of the Company or Client.

9. Insurance and liability

9.1 The Sub-Contractor shall have liability for and shall indemnify the Company and the Client for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Sub-Contractor [or the Individual] or any Substitute engaged by him/it of the terms of this Agreement including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies.

9.2 The Sub-Contractor shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to the Client and that the level of cover and other terms of insurance are acceptable to and agreed by the Client.

9.3 The Sub-Contractor shall on request supply to the Client copies of the Insurance Policies and evidence that the relevant premiums have been paid.

9.4 The Sub-Contractor shall comply [and shall procure that the Individual complies] with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Sub-Contractor is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Sub-Contractor shall notify the Client without delay.

10. Termination

10.1 This contract shall automatically terminate on the actual and satisfactory completion of the Work Scope in the reasonable opinion of the Client.

10.2 Either the Company or the Sub-Contractor may terminate the contract by giving the other written notice to take immediate effect.

10.3 The Sub-Contractor acknowledges that the continuation of the execution of the Work Scope is subject to and conditional upon the continuation of the contract entered into between the Company and the Client. In the event that the contract between the Company and the Client is terminated for any reason then the requirement of the Sub-Contractor to execute the Work Scope shall cease and this Agreement shall automatically terminate at the same time.

10.4 The Company may terminate this Agreement immediately by written notice to the Sub-Contractor in the event that the Work Scope is not being executed to the reasonable satisfaction of the Company or the Client, or if the Sub-Contractor is [or Individual is] found guilty by a court of competent jurisdiction of a criminal act that is inconsistent with the continuation of this Agreement.

11. Obligations and termination

On the Termination Date the Sub-Contractor shall, [and shall procure that the Individual shall]:

11.1 immediately deliver to the Client all Client Property which is in its or his possession or under its or his control;

11.2 irretrievably delete any information relating to the Business of the Client or the Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its or his possession or under its or his control outside the premises of the Client; and

11.3 provide a signed statement that it or he has complied fully with its or his obligations under this clause 11.

12. Status

12.1 The relationship of the Sub-Contractor to the Company and the Sub-Contractor to the Client will be that of independent contractor and nothing in this Agreement shall render [him/her] [it (nor the Individual)] an employee, worker, agent or partner of the client or the Company and the Sub-Contractor shall not hold [himself/itself] out as such.

12.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Sub-Contractor shall be fully responsible for and shall indemnify the Company for and in respect of:

12.2.1 any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or any payment or benefit received by the Individual in respect of the Services, where such recovery is not prohibited by law. The Sub-Contractor shall further indemnify the Company against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Company or the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;

12.2.2 any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Sub-Contractor or any Substitute against the Company or the Client arising out of or in connection with the provision of the Services.

13. Notices

13.1 Any notice given under this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being. Any such notice shall be deemed to have been received:

13.1.1 if delivered personally, at the time of delivery; and

13.1.2 in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting.

14. Entire agreement and previous contracts

Each party on behalf of itself and acknowledges and agrees with the other party that:

14.1 this Agreement together with any documents referred to in it constitute the entire agreement and understanding between the Sub-Contractor and the Company and supersedes any previous agreement between them relating to the Engagement (which shall be deemed to have been terminated by mutual consent);

14.2 in entering into this Agreement neither party has relied on any Pre-Contractual Statement; and

14.3 the only remedy available to it or arising out of or in connection with any Pre-Contractual Statement shall be for breach of contract. Nothing in this Agreement shall, however, operate to limit or exclude any liability for fraud.

15. Variation

No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties

16. Counterparts

This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.

17. Third party rights

17.1 Except as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

17.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.

18. Governing law and jurisdiction

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

18.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Executed in the manner set out below on the date hereof.