Terms of Business Scott Boocock | Fractional Sales Expert Version: 1.0 Effective date: 22 October 2026 Applicable jurisdiction: England and Wales Scott Boocock Sole Trader Little Braxted Mill Witham Road Little Braxted Essex CM8 3EU Email: hello@scottboocock.com Website: www.scottboocock.com These Terms apply where expressly incorporated into a signed Client Order Form or another agreement between Scott Boocock and a business client. Each engagement is governed by its signed Order Form together with the version of the Terms expressly incorporated into that agreement. Visiting this website does not create a consulting contract. SCHEDULE 1 — TERMS OF BUSINESS For business clients acting in the course of business, not consumers. 1. Definitions and precedence “Agreement” means the signed Order Form, these Terms and any completed schedules. “Supplier” means Scott Boocock acting as a sole trader. “Client” means the legal person identified in the Order Form. “Services” and “Deliverables” have the meanings set out there. “Business Day” excludes weekends and public holidays in England. Express negotiated provisions in the signed Order Form override these Terms; Schedule 2 prevails only for relevant personal-data processing. 2. Contract formation, scope and variations The Agreement starts on last signature. Supplier will perform with reasonable care and skill. Extra work, changed deliverables, additional meetings or material timetable amendments require approval in writing of scope, fees and timing; email acceptance by authorised contacts is sufficient. Client purchase-order, vendor portal or procurement terms do not apply unless Supplier expressly accepts them in writing. 3. Fees, invoicing and taxes Fees are GBP exclusive of VAT where applicable. Fixed-fee audits are prepaid unless expressly otherwise agreed. Retainers are billed monthly in advance and projects according to the agreed milestones. Invoices are payable in cleared funds within seven calendar days, without deduction or set-off except where legally required. Client should notify a genuine invoice dispute, with reasons, within five Business Days of receipt; undisputed amounts remain payable and both parties shall promptly resolve disputed items. Internal approval or a missing PO does not defer payment where adequate invoice details have been supplied. Verify any change of bank details independently. 4. Late payment, debt recovery and suspension For qualifying debts Supplier may claim statutory interest, fixed-sum compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, as amended. No alternative contractual interest rate is intended. If an undisputed sum is seven calendar days late Supplier may give at least three Business Days’ written warning before suspending services until payment clears. Supplier may withhold final deliverables for which fees remain properly unpaid. Suspension does not waive existing debts. If suspension persists for more than 15 Business Days, Supplier may exercise a termination right under clause 8 where grounds exist. 5. Cooperation and delay Client shall supply accurate information, timely feedback, access, decision-makers and lawful instructions. Supplier may rely on information supplied unless verification is expressly in scope. Client-caused delay may require written rescheduling and agreed reasonable additional fees and will not automatically defer time-based retainer fees. 6. Initial commitment, early cancellation and reconciliation The agreed initial term is a committed engagement. Convenience cancellation does not remove liability for fees earned or Supplier’s genuine net loss of bargain on the remaining commitment. Any claim for the unexpired term must deduct costs reasonably saved and substitute work reasonably obtained, prevent double recovery and reflect applicable mitigation requirements. Prepayments for unperformed work will be reconciled against the sums lawfully due. For a cancelled fixed-fee audit, Supplier may seek proportionate compensation for completed work, demonstrable lost capacity and non-refundable authorised external costs, subject to law. No sum is intended as a penalty. At the end of the initial term, the selected renewal arrangement applies; otherwise the engagement ends automatically. 7. Rescheduling Parties will reasonably accommodate scheduling changes. A workshop cancelled with fewer than two Business Days’ notice may count as used time only insofar as that time cannot reasonably be redeployed. Approved unavoidable third-party costs remain payable. Revised dates shall be confirmed in writing. 8. Termination for breach or insolvency Either party may terminate for material breach if unremedied 14 calendar days after written notice identifying the breach, or immediately for an irremediable breach. Termination on insolvency or cessation of business is permitted to the extent law allows. Supplier may terminate where continuing would breach law or expose persons to serious harm. On termination Client owes accrued fees, authorised non-cancellable expenses and legally recoverable cancellation losses. Paid-for completed deliverables reasonably available will be supplied. Accrued rights and expressly surviving provisions remain effective. 9. Independent contractor and authority Supplier is an independent sole-trader contractor, not the Client’s employee, partner or agent. Subject to necessary coordination, Supplier decides how and where work is carried out and may serve others while maintaining confidentiality and managing conflicts. No authority exists to contract, hire, dismiss or incur liabilities in Client’s name unless expressly delegated in writing. Actual employment or off-payroll tax status is determined by law and working arrangements, not merely this clause. 10. Client decision-making and no guaranteed results Client retains responsibility for business strategy, hiring, employment decisions, budgets, implementation and compliance. All analysis and recommendations are professional judgements based on available evidence and do not guarantee ARR, sales conversion, recruitment outcomes, enterprise value, funding or profitability. No legal, regulated audit, tax or investment advice is given. 11. Hiring and candidate assessment Client remains responsible for fair recruitment, candidate notices, equality law, employment decisions, lawful retention and assessment use. Assessments are advisory and do not guarantee performance; any automated processing shall comply with applicable law. Introduction fees, success fees, placement guarantees or replacement guarantees apply only if expressly specified in the Order Form. 12. Confidentiality Each party shall protect confidential business information with reasonable care, use it only for the engagement and share it only with personnel/advisers having a need to know and suitable duties of confidentiality. Exclusions apply to public information not disclosed in breach, independently developed information, information already lawfully known or legitimately obtained elsewhere. Legally compelled disclosure is allowed, with notice if lawful. Duties last three years after termination, and protect trade secrets while the law continues to protect them. On request information is returned or securely deleted subject to legal retention, records and ordinary inaccessible backups. 13. Intellectual property Supplier retains pre-existing and independently developed frameworks, templates, methodologies, prompts, tools and know-how (“Supplier Materials”). Once all fees properly due for relevant deliverables are received in cleared funds, Client receives a perpetual, worldwide, non-exclusive, non-transferable (other than on sale of the relevant business) licence to use and internally adapt final deliverables in its own operations. Client may not publicly distribute, resell, sublicense or publish proprietary Supplier Materials without written consent. Client materials remain Client property and are licensed to Supplier only as necessary to perform. Third-party rights remain subject to their owners’ terms. Supplier may reuse general non-confidential ideas, expertise and skills. 14. Data protection and security Each party complies with applicable UK data protection law. The parties shall assess their actual controller/processor roles. Where Supplier acts as Client’s processor, the completed Data Processing Schedule is binding before personal data is processed. Each party will use appropriate safeguards, limit access and promptly report relevant security incidents in accordance with its applicable obligations. 15. Liability Nothing limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence or any other liability that cannot lawfully be limited. Subject to that, Supplier’s aggregate liability arising out of this Agreement (contract, tort including negligence or otherwise) is capped at total fees paid or payable for the engagement. Neither party is liable for indirect or consequential loss insofar as the exclusion is lawful and reasonable. The cap and exclusions are subject to statutory reasonableness requirements; liability for properly due fees is not capped by Supplier’s liability cap. The parties acknowledge the commercial price and risk allocation. 16. Insurance and subcontracting Supplier shall maintain professional insurance appropriate to the engagement and make reasonable policy information available on request. Suitably qualified subcontractors may be used subject to confidentiality and security obligations; Supplier remains responsible for contracted delivery. No third party obtains rights under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated. 17. Conflicts and non-solicitation Supplier shall disclose material known conflicts and take reasonable steps to address them, but may provide similar services to others without misuse of confidential information. No general restriction on either party’s future hiring or trading applies without a separate lawful written agreement. 18. Force majeure Neither party is liable for failure caused by events beyond reasonable control, other than obligations to pay already accrued amounts, where notice is given and reasonable mitigation undertaken. If disruption exceeds 30 days either party may terminate affected services and fairly reconcile services delivered and pre-approved unavoidable costs. 19. Notices, disputes and enforcement Formal notices are sent to the email addresses in the Order Form, or replacement addresses notified in writing, and are deemed received the next Business Day absent a delivery-failure report. The parties shall first attempt a ten-Business-Day good-faith management resolution of ordinary contractual disputes, except urgent proceedings, limitation deadlines or debt-recovery rights. Nothing prevents statutory interest, compensation, appropriate recovery costs or a court debt claim. 20. General This Agreement is the entire agreement regarding the Services, without excluding liability for fraud. Variations require writing. Failure to enforce is not waiver. Unenforceable provisions are severed so the rest remains operative. Neither party may assign without consent, except a Client may assign on sale of substantially its business with notice where payment capacity is preserved. No partnership or joint venture exists. English and Welsh law governs, and the courts of England and Wales have exclusive jurisdiction. DATA PROCESSING ADDENDUM — SEPARATE AGREEMENT REQUIRED The Data Processing Addendum is not automatically incorporated into every engagement. Where data-processing terms are required, the schedule must be separately completed and agreed for the actual processing activities, categories of personal data, subprocessors and applicable safeguards before that processing begins. The reference template below is separate from the website Privacy Policy. SCHEDULE 2 — DATA PROCESSING ADDENDUM Complete this schedule if Supplier acts as a processor for Client personal data, including CRM contacts, call recordings, candidate profiles and CVs. If each party acts as an independent controller, document the actual arrangement separately. Controller: [CLIENT LEGAL NAME] Processor: Scott Boocock, sole trader Subject matter and purpose: [INSERT] Duration and deletion deadline: [INSERT] Processing operations: [ACCESS / VIEW / ANALYSE / TRANSFER / REPORT / DELETE] Categories of data subjects: [EMPLOYEES / PROSPECTS / CUSTOMERS / CANDIDATES] Categories of personal data: [NAMES / CONTACTS / CRM NOTES / RECORDINGS / CVs / OTHER] Special category data: [NONE OR DETAILS, BASIS AND SAFEGUARDS] Approved systems and subprocessors: [LIST NAME, SERVICE, LOCATION] International transfers and mechanism: [INSERT] Controller security contact: [NAME / EMAIL] A. Processor shall act only on documented lawful Controller instructions, including transfer instructions, unless otherwise required by law, and shall alert Controller to instructions it reasonably considers unlawful. Authorised personnel must be bound by confidentiality. B. Processor shall apply appropriate technical and organisational security measures, including secure credentials, access controls, device encryption where appropriate, updated systems and secure data transfers; notify Controller without undue delay on becoming aware of a personal-data breach; and reasonably assist investigation and notifications. C. Controller gives general authorisation only to the listed subprocessors. Supplier shall notify proposed changes in advance, allow reasonable data protection objections, impose equivalent contractual protections and remain liable for subprocessors’ processing. Restricted international transfers require lawful mechanisms and safeguards. D. Supplier shall reasonably assist with data subject rights, DPIAs, security, regulator consultation and appropriate information and proportionate audit access, subject to confidentiality, security and reasonable notice. Extra assistance may be separately charged where lawful and agreed. E. At the end of Services Supplier shall, at Controller’s election, return or delete personal data and copies unless retention is legally required; backup removal shall follow a documented secure cycle. This Schedule prevails over inconsistent general clauses for processing obligations only. Actual statutory roles are not decided merely by the labels in this schedule.