Terms of Business

Business-to-business services and DLS Project Hub

Legal entity: Coordinated Solutions Ltd

Company number: 14296194

Registered office: 42 Cherry Tree Drive, Duckmanton, Chesterfield, England, S44 5JL

Registered in: England and Wales

Email: info@coordinatedsolutions.co.uk

Website: www.coordinatedsolutions.co.uk

Version: 1.3 - 7 September 2026

These Terms apply to business customers. Each SOW records the agreed commercial terms, service requirements and any variations. Where personal data is processed, the parties must also complete the processing particulars required by Schedule 3 before that processing begins.

These Terms are incorporated into each Statement of Work or other Order accepted by Coordinated Solutions. The service-specific scope, fees and dates belong in the relevant Statement of Work; these Terms provide the reusable legal framework.

1. About these Terms

1.1 Who we are and who these Terms cover

Coordinated Solutions Ltd is a private limited company registered in England and Wales under company number 14296194, with its registered office at 42 Cherry Tree Drive, Duckmanton, Chesterfield, England, S44 5JL (Coordinated Solutions, we, us or our). The customer identified in the applicable Statement of Work or Order is the Customer (you or your).

These Terms apply only where the Customer is acting wholly or mainly for purposes relating to its trade, business, craft or profession. By entering into an Agreement, the Customer confirms that it is not contracting as a consumer.

1.2 The Agreement

Each contract between the parties (an Agreement) consists of: (a) the accepted Statement of Work, proposal, order form or written service confirmation (each an SOW); (b) these Terms; and (c) any schedules or policies expressly incorporated by the SOW. Each SOW is a separate Agreement unless it expressly states otherwise.

An Agreement is formed when both parties sign an SOW, when Coordinated Solutions confirms acceptance in writing, or when Coordinated Solutions begins work at the Customer's authorised request, whichever happens first. A purchase order is an administrative document only. Any terms printed on or linked from a Customer purchase order do not apply unless Coordinated Solutions expressly accepts them in writing.

1.3 Order of precedence

If documents conflict, the following order applies: (a) a signed variation; (b) the SOW; (c) Schedule 3 of these Terms for personal-data processing only; (d) these Terms; and (e) any other incorporated document. An SOW overrides these Terms only where it identifies the clause being changed and clearly states the intended replacement.

1.4 Definitions and interpretation

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Customer Materials means information, content, systems, documents, data and other materials supplied by or for the Customer. Deliverables means the documents, reports, plans, playbooks or other work products expressly identified as deliverables in an SOW. DLS means the Delivery Leadership System and the associated DLS Project Hub, DLS Coach, tools, content, templates and methods. Fees means the fees and charges payable under an Agreement. Services means the services described in an SOW.

References to writing include email. Including and similar expressions are illustrative and do not limit the words before them. A reference to legislation includes amendments, re-enactments and subordinate legislation in force from time to time.

2. Services and delivery standard

2.1 Scope

Coordinated Solutions will provide the Services and Deliverables described in the SOW. Anything not expressly included is outside scope. Unless an SOW says otherwise, Services may be delivered remotely, at the Customer's premises or at another agreed location.

2.2 Professional standard

Coordinated Solutions will perform the Services with reasonable care and skill, using appropriately experienced personnel, and will use reasonable endeavours to meet agreed dates. Any date described as an estimate or target is not guaranteed. Time is not of the essence unless the SOW expressly says so.

2.3 Nature of project leadership

Project leadership depends on decisions, information, resources and performance controlled by the Customer and third parties. Coordinated Solutions provides professional judgement, coordination and leadership; it does not guarantee that a project, programme, commercial outcome, saving, deadline, budget or benefit will be achieved.

Unless specifically authorised in the SOW, Coordinated Solutions and its personnel may not enter contracts, approve expenditure, vary customer commitments, make regulated decisions or otherwise bind the Customer. The Customer remains accountable for executive, fiduciary, employment, safety, technical, security, legal and regulatory decisions.

2.4 Personnel, substitution and subcontracting

Coordinated Solutions is responsible for selecting, engaging, paying and managing the personnel used to deliver the Services. Its normal delivery model uses its own employees, with suitably qualified specialist associates or subcontractors where required. It may replace named personnel with suitably qualified personnel, taking account of continuity, security-clearance and customer-representation requirements. Coordinated Solutions remains responsible to the Customer for the performance of the Services and compliance with the Agreement, including any subcontracted work.

Any specialist subcontractor will be engaged by Coordinated Solutions under a separate written statement of work defining its services, deliverables and responsibilities to Coordinated Solutions. Coordinated Solutions will oversee that work, review and accept the subcontracted deliverables and arrange correction of shortcomings in accordance with the relevant agreements. Subcontracting does not relieve Coordinated Solutions of its obligations to the Customer or make the subcontractor an employee of Coordinated Solutions.

3. Customer responsibilities

3.1 Cooperation and access

The Customer will, in a timely manner:

• provide accurate, complete and current information, decisions, approvals and feedback;

• make appropriate personnel and stakeholders available;

• provide safe access to premises, systems, accounts, equipment and working environments reasonably needed for the Services;

• identify applicable policies, security requirements, regulatory duties, end-customer commitments and decision authorities before work starts;

• obtain all permissions, licences and consents needed for Coordinated Solutions to use Customer Materials and access relevant systems; and

• maintain appropriate backups and business-continuity arrangements for Customer systems and records.

3.2 Customer Materials and instructions

The Customer is responsible for the accuracy, legality and completeness of Customer Materials and instructions. Coordinated Solutions may rely on them without independent verification unless verification is expressly included in the SOW. The Customer must not ask Coordinated Solutions to act unlawfully, mislead a stakeholder, conceal a material delivery risk or infringe another person's rights.

3.3 Dependencies and delay

If the Customer or a third party causes delay, Coordinated Solutions is entitled to a reasonable extension, reimbursement of reasonable additional costs and an equitable change to the Fees or scope. Coordinated Solutions is not responsible for a failure caused by that delay. Reserved time that cannot reasonably be redeployed may remain chargeable under clause 7.

4. Scope and change control

4.1 Change requests

Either party may request a change to scope, Deliverables, assumptions, personnel, dates, delivery location or Fees. Coordinated Solutions is not required to perform a requested change until the parties agree it in writing, including any effect on price, timing, resources and risk.

If urgent action is reasonably required to protect people, systems, confidential information or delivery continuity, Coordinated Solutions may take proportionate protective action and will notify the Customer as soon as reasonably practicable. This does not authorise material additional expenditure unless immediate action is necessary to prevent greater harm.

4.2 Out-of-scope work

Where the Customer requests or accepts work outside scope without completing a formal change, Coordinated Solutions may pause that work pending agreement or, if the Customer asks it to continue, charge at the applicable rates in the SOW.

5. PLaaS working arrangements and status

5.1 Independent supplier

Coordinated Solutions supplies a managed professional service as an independent business, taking responsibility for the Services and Deliverables agreed in the SOW. The parties intend the Customer to purchase that service rather than the supply of individuals to work under the Customer's management. The Agreement does not itself create employment, worker status, partnership, joint venture, fiduciary relationship or agency between the Customer and Coordinated Solutions or its personnel. Neither party may make commitments for the other except as expressly authorised. Statutory status depends on the applicable law and actual working arrangements.

5.2 Direction and working practices

The Customer may specify required outcomes, priorities, interfaces, security requirements, site rules and necessary coordination arrangements, and review the Services against the SOW. Coordinated Solutions retains responsibility for organising delivery, allocating personnel, overseeing service quality and choosing professional methods. The Customer will refer personnel performance concerns and requests to change resource allocation to Coordinated Solutions and will not assume employer-like management of its personnel. Direct collaboration with Customer stakeholders is permitted within these boundaries. The parties will ensure that actual working practices reflect this allocation of responsibility and will promptly review and record any material change.

5.3 Off-payroll working

Each party will comply with the employment-tax and off-payroll working obligations legally applicable to it. Where the Services constitute a fully contracted out service in practice, the Customer is the recipient of that service and has no client obligations under Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 in relation to that contract. The contractual description, an SOW or an outcome-based fee does not by itself establish that position.

Coordinated Solutions is responsible for salary payments, PAYE deductions, National Insurance contributions and other employer obligations for its own employees. Those employee engagements are not off-payroll engagements merely because the employees deliver Services to the Customer.

Where a specialist provides services through its own intermediary, Coordinated Solutions will consider the engagement separately under the applicable off-payroll rules. For a fully contracted out service, Coordinated Solutions will discharge any client and fee-payer obligations that legally fall to it. Where it qualifies as a small private-sector client, responsibility for determining status under Chapter 8 ordinarily remains with the specialist's intermediary. A subcontractor SOW does not of itself exclude IR35 or determine tax status.

The parties will provide information reasonably needed to establish the service model and their statutory responsibilities, including applicable company-size information on reasonable request. Where the Customer is legally responsible for a status determination, it will take reasonable care, assess the specific engagement and actual working practices, provide any required Status Determination Statement with reasons to the required recipients, and operate the statutory disagreement process. Coordinated Solutions will do the same where those duties fall to it. Each party will fulfil any withholding, payment or reporting duty imposed on it by law. No provision transfers a statutory obligation contrary to law or warrants a particular tax status irrespective of the facts.

5.4 Time records

For time-based Services, Coordinated Solutions will provide time records or timesheets at the frequency stated in the SOW. Unless the Customer gives a specific, evidenced objection within five Business Days after receipt, the record is treated as approved for invoicing. Approval does not prevent correction of an obvious error identified later.

6. Fees, invoices and payment

6.1 Fees and time charging

The Customer will pay the Fees in the SOW. Unless stated otherwise, time-and-materials Services are invoiced monthly in arrears for actual time worked and fixed-fee Services are invoiced by the agreed milestones. Time may be recorded in quarter-day increments. A day, standard hours, premium hours and any minimum commitment will be defined in the SOW.

6.2 VAT and expenses

Fees are exclusive of VAT, which will be added where applicable. The Customer will reimburse reasonable travel and out-of-pocket expenses that are either authorised by the SOW or approved in writing in advance. Receipts or reasonable supporting evidence will be provided on request.

6.3 Payment

Invoices are payable in pounds sterling within 14 days after the invoice date, without set-off, counterclaim, deduction or withholding except where required by law. The Customer must notify a genuine invoice dispute within five Business Days after receipt, identifying the disputed amount and reasons, and must pay the undisputed balance on time. The parties will work promptly and in good faith to resolve the dispute.

6.4 Late payment and suspension

For overdue sums, Coordinated Solutions may claim statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. If an undisputed amount remains overdue seven days after written notice, Coordinated Solutions may suspend affected Services and Hub access until payment, without liability for resulting delay.

6.5 No purchase-order delay

The Customer's internal purchase-order, approval or invoicing process does not extend the payment date where Coordinated Solutions has supplied the information reasonably required to process the invoice.

7. Booked time, postponement and cancellation

7.1 Reserved delivery time

The SOW may set service-specific cancellation charges. If it does not, where the Customer cancels or postpones reserved delivery time with less than one Business Day's notice, Coordinated Solutions may charge up to the full Fees for the affected time if it cannot reasonably redeploy the personnel. Coordinated Solutions will take reasonable steps to mitigate that loss.

7.2 Committed costs

The Customer must also pay non-cancellable third-party costs and reasonable expenses already committed with its approval. A cancellation charge is payment for reserved capacity and committed cost, not a penalty.

7.3 Coordinated Solutions cancellation

If Coordinated Solutions must postpone planned work, it will give as much notice as reasonably practicable and offer replacement time. Its liability for the postponed session is limited to rescheduling or refunding Fees prepaid for Services not delivered, subject to clause 18.

8. PLaaS onboarding

8.1 Purpose and scope

Unless the SOW states otherwise, PLaaS onboarding is a fixed-fee, paid engagement designed to make the Customer ready to mobilise Project Leadership as a Service. The standard fee is £1,500 plus VAT, invoiced in advance. Coordinated Solutions normally completes the work over approximately two to three delivery days within ten Business Days after receiving the required information and access.

The standard onboarding includes:

• Understand: a questionnaire, a 90-minute leadership session, up to three stakeholder calls and review of up to five relevant documents;

• Align: agreement of engagement triggers, authorisers, commercial ownership, communications, reporting, governance and representation expectations; and

• Activate: a 60-minute playback, finalisation of the Client Playbook, contacts, escalation routes, mobilisation checklist and credit-period record.

Typical outputs include a readiness snapshot, stakeholder map, assumptions and risks, communications expectations, governance and escalation routes, delivery cadence, representation brief, systems and access needs, mobilisation checklist and Client Playbook. Live project delivery, detailed project plans, technical discovery and Delivery Reset activity are excluded unless expressly added.

8.2 Onboarding credit

The £1,500 onboarding fee may be credited once against the first qualifying direct PLaaS engagement if that engagement: (a) begins within 12 months after completion of the Activate stage; and (b) reaches at least 16 billable delivery days. The credit is applied when the sixteenth billable day is invoiced. It is non-transferable, has no cash value, cannot be combined with another credit and expires if the conditions are not met. It does not apply to The Delivery Reset, The Project Leader Mindset, training, standalone Hub access or third-party engagements unless the SOW expressly says so.

8.3 Customer delay or withdrawal

If the Customer withdraws after onboarding has started, the fee remains payable. If progress is delayed by missing Customer inputs, Coordinated Solutions may reschedule the remaining work and the ten-Business-Day target will move accordingly. Material work outside the standard onboarding scope requires a written change.

9. Deliverables, review and acceptance

9.1 Review period

Where an SOW identifies a Deliverable for acceptance, the Customer will review it promptly against the SOW. It is accepted when the Customer confirms acceptance, uses it operationally, or does not give a written notice describing a material non-conformity within ten Business Days after delivery.

9.2 Correction

For a valid non-conformity notice, Coordinated Solutions will use reasonable efforts to correct and re-submit the affected Deliverable. Correction is the Customer's primary remedy for a remediable acceptance failure. Acceptance does not waive rights in respect of a latent defect that could not reasonably have been identified during review.

10. DLS Project Hub and digital services

10.1 Access right

Where Hub access is included, Coordinated Solutions grants the Customer a limited, non-exclusive, non-transferable and revocable right during the applicable term for authorised users to access and use the Hub for the Customer's internal business purposes and the projects permitted by the SOW. No ownership in the Hub, DLS or underlying software is transferred.

10.2 Accounts and administration

The Customer is responsible for nominating authorised users, assigning appropriate roles, keeping account information current and promptly requesting removal of access when a user changes role or leaves. Accounts are personal and must not be shared. The Customer must protect credentials and notify Coordinated Solutions promptly of suspected unauthorised access.

10.3 Availability, changes and support

Unless an SOW includes a service level, Hub availability and support are provided on a reasonable-efforts basis. Coordinated Solutions may perform maintenance, make security updates, change non-material features and suspend access where reasonably necessary to protect the service, users or data. It will give reasonable notice of planned material interruption where practicable.

10.4 Third-party services

The Hub may rely on hosting, authentication, communications, analytics or artificial-intelligence services supplied by third parties. Coordinated Solutions remains responsible for subcontractors as required by the Agreement but is not liable for a third-party product or network outside its reasonable control. Any separate third-party terms expressly presented to a user must also be followed.

10.5 Customer exports

The Customer should export any records it reasonably needs before Hub access ends. Unless the SOW states that the Hub is the system of record, it must not be used as the sole repository for documents whose loss would materially affect the Customer's business, safety, compliance or legal position.

11. AI-assisted features

11.1 Human judgement required

DLS Coach and other AI-assisted features are decision-support tools. Their outputs may be incomplete, inaccurate or unsuitable for a particular context. The Customer is responsible for reviewing outputs using appropriately qualified human judgement before acting on, sharing or relying on them.

11.2 Restricted reliance

AI-assisted outputs do not constitute legal, tax, accounting, medical, employment, safety, cybersecurity, engineering or other regulated professional advice. They must not be used as the sole basis for a decision that materially affects a person's rights, employment, health, safety, access to services or legal position.

11.3 Inputs and model use

The Customer must not enter personal data, confidential information, special-category data, criminal-offence data, credentials or export-controlled material into an AI-assisted feature unless that use is authorised by the Customer, permitted by the SOW and supported by appropriate safeguards. Before enabling an AI feature to process Customer Personal Data, Coordinated Solutions will document the approved providers and data flow, permitted context sources, retention and training restrictions in the processing particulars. It will use contractual and configuration controls prohibiting use of that data to train general-purpose models and will not enable unapproved provider routing. This restriction does not imply zero retention: any permitted operational, security or abuse-monitoring retention must be disclosed and lawfully supported. Human review remains required under clause 11.1.

12. Intellectual property

12.1 Existing materials and DLS

Each party retains ownership of intellectual property it owned or developed independently of the Agreement. Coordinated Solutions owns or licenses DLS, the Hub, its methods, tools, templates, prompts, playbooks, software, know-how, training content and reusable materials (Background Materials), including improvements made while delivering the Services.

12.2 Customer Materials

The Customer retains ownership of Customer Materials. It grants Coordinated Solutions a non-exclusive, worldwide, royalty-free licence during the Agreement to host, copy, adapt and use Customer Materials only as reasonably necessary to perform the Services, operate the Hub and meet legal obligations.

12.3 Deliverables licence

Once all applicable Fees are paid, Coordinated Solutions grants the Customer a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy and adapt the Deliverables for its internal business purposes. The Customer may share Deliverables with its professional advisers, group companies and relevant project participants under duties of confidentiality, but may not resell, license, publish or commercialise DLS or Background Materials without written permission.

If an SOW requires ownership of specified bespoke material to transfer, the parties will identify that material and execute any further written assignment needed. Any transfer excludes Background Materials, Customer Materials and third-party materials. Coordinated Solutions may use general skills, ideas and know-how retained in unaided memory, provided it does not disclose Customer Confidential Information.

12.4 Third-party material

A Deliverable may include third-party material subject to its own licence. Coordinated Solutions will identify material restrictions known to it. If a third party makes a credible infringement claim concerning Coordinated Solutions material, Coordinated Solutions may obtain a right to continue use, modify or replace the affected material, or withdraw it and refund the portion of Fees reasonably attributable to the unusable item.

13. Confidentiality and publicity

13.1 Confidential Information

Confidential Information means non-public information disclosed by or for a party that is marked confidential or should reasonably be understood as confidential, including commercial terms, customer and project information, security information, personal data, methods, source material and trade secrets.

The receiving party will use Confidential Information only for the Agreement, protect it with at least reasonable care and disclose it only to personnel, professional advisers and approved subcontractors who need it and are bound by confidentiality obligations. It may disclose information where required by law, after giving notice where legally permitted.

13.2 Exclusions and duration

Confidentiality obligations do not apply to information the receiving party can show was lawfully known without restriction, becomes public without breach, is lawfully received from a third party, or is independently developed without using the disclosing party's information. The obligations continue for five years after termination, and for trade secrets and personal data for as long as the information remains protected by law or retains its confidential character.

13.3 Publicity

Neither party may use the other's name, logo, testimonial or project details in publicity without prior written approval. Coordinated Solutions may retain confidential internal engagement records and anonymised, aggregated learning that does not identify the Customer, an individual or a specific project.

14. Data protection

14.1 Roles

Each party will comply with applicable Data Protection Laws. Each party acts as an independent controller for business-contact, contract-administration, billing, security and legal-compliance data it determines to process for its own purposes. Where Coordinated Solutions processes Customer Personal Data on the Customer's documented instructions, Schedule 3 applies: Coordinated Solutions acts as processor where the Customer is controller, and as sub-processor where the Customer processes for its own client. In the latter case, the Customer will obtain the necessary upstream authorisation and provide lawful instructions and any applicable upstream obligations for written agreement before processing begins.

14.2 Customer responsibilities

The Customer is responsible for the lawfulness, fairness and transparency of its processing, its instructions to Coordinated Solutions, the accuracy and minimisation of Customer Personal Data, and providing required notices or obtaining required permissions. The Customer must not supply special-category or criminal-offence data unless the SOW expressly authorises it and records the necessary safeguards.

15. Security and acceptable use

15.1 Security duties

Each party will maintain proportionate technical and organisational security measures for information and systems within its control. The Customer will follow reasonable security instructions, use supported devices and browsers, and promptly report suspected vulnerabilities, account compromise or personal-data incidents affecting the Services.

15.2 Prohibited use

The Customer and authorised users must not:

• access data, projects, accounts or functions they are not authorised to use;

• upload unlawful, infringing, malicious, deceptive or harmful content;

• introduce malware, probe security, defeat access controls, scrape, overload or disrupt the Hub;

• reverse engineer, decompile or attempt to extract source code, models, prompts or non-public DLS content except to the limited extent the law does not permit that restriction;

• use the Services to train or build a competing product or service;

• share generated content externally without appropriate review and permission; or

• use the Services in breach of sanctions, export controls, anti-bribery, equality, employment, safety, privacy or other applicable law.

15.3 Protective action

Coordinated Solutions may remove unlawful or harmful content and suspend affected access where it reasonably believes there is a security, legal or material contractual risk. It will limit the action to what is reasonably necessary and restore access when the issue is remedied.

16. Non-solicitation of personnel

During a person's material involvement in an SOW and for six months after that involvement ends, the Customer will not knowingly target that person for recruitment or engagement in a way intended to induce them to leave or reduce their work for Coordinated Solutions, without its prior written consent. This restriction applies only to personnel with whom the Customer had material dealings through the Services and only to the extent reasonably necessary to protect delivery continuity and Coordinated Solutions' investment in that engagement. It does not restrict general recruitment advertising, an independently initiated application or approach without targeted solicitation, or a substantive pre-existing recruitment relationship that the Customer can evidence. It does not restrict the individual's freedom to seek or accept work.

No automatic recruitment or transfer fee is payable under these Terms. For a breach of this clause, Coordinated Solutions may claim reasonably foreseeable, evidenced direct recruitment and replacement costs caused by the breach, subject to mitigation, no double recovery and clause 18. Any agreed release or transition arrangement must be recorded separately in writing and comply with applicable law. Where employment-business legislation applies to an engagement, no transfer fee will be charged unless separately agreed terms meet its requirements, including any required extended-hire option and statutory time limits. This clause does not authorise a restriction prohibited by competition law.

17. Warranties and disclaimers

Each party warrants that it has authority to enter into the Agreement. Coordinated Solutions warrants the professional standard in clause 2.2 and that, to its knowledge, it has the right to provide the Services and grant the licences stated in the Agreement.

Except as expressly stated, and to the fullest extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded. Coordinated Solutions does not warrant uninterrupted or error-free Hub operation, that every risk will be identified, or that guidance or AI-assisted output will produce a particular result.

18. Liability

18.1 Liability that is not limited

Nothing in an Agreement limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited. Nothing limits the Customer's obligation to pay Fees, VAT and properly due expenses.

18.2 Excluded losses

Subject to clause 18.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation. These exclusions do not exclude reasonable direct costs of restoring affected Customer Personal Data or procuring replacement services, to the extent caused by a breach of the Agreement and otherwise recoverable, subject to the applicable cap. Coordinated Solutions is not liable to the extent loss is caused by inaccurate or late Customer Materials or instructions, unauthorised changes, failure to follow reasonable advice, or Customer or third-party decisions or systems outside its reasonable control. This does not exclude its responsibility for appointed subcontractors or sub-processors or for its own failure to exercise reasonable care and skill in selecting or managing them.

18.3 General cap

Subject to clauses 18.1 and 18.4, each party's total aggregate liability arising out of or in connection with an SOW, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed 100% of the Fee Base. The Fee Base is the Fees paid or payable for Services supplied under that SOW in the 12 months ending on the date of the first event giving rise to a claim, or, if the event occurs after Services end, the date Services ended. If that period contains less than 12 months of Services, the Fee Base is the total Fees paid or contractually committed under that SOW, excluding optional extensions and unexercised options. VAT and pass-through expenses are excluded. A different cap or minimum monetary amount applies only if expressly agreed in the SOW by reference to this clause.

18.4 Enhanced cap

Subject to clause 18.1, claims for breach of confidentiality, infringement of the other party's intellectual-property rights or breach of Data Protection Laws are subject to an enhanced cap of 200% of the Fee Base. The maximum aggregate liability for all claims under an SOW, combining general and enhanced claims, is 200% of the Fee Base; the general claims within that total remain subject to the 100% cap. The same loss cannot be recovered twice or under more than one category. Regulatory fines are recoverable between the parties only to the extent lawfully recoverable and caused by the other party's breach. These limits govern recovery between the parties and do not restrict the rights of data subjects or powers of regulators.

18.5 Mitigation and claim allocation

Each party will take reasonable steps to mitigate loss. A party is not liable to the extent the other party's act, omission or failure to mitigate caused or increased it. The Fee Base is fixed by the first event giving rise to a claim under the SOW and the caps do not reset for later claims or contract years. Related claims are treated together. Where the same loss arises under more than one SOW, it will be allocated fairly between the affected SOWs without double recovery.

19. Insurance

Coordinated Solutions will arrange and maintain insurance with an authorised insurer for the Services it agrees to provide. Before the affected Services start, the SOW will identify the applicable insured activities, limits, geographical and jurisdictional scope, material exclusions or sublimits, and any agreed variation to this clause. Unless expressly varied in the SOW, the minimum limits are: (a) professional indemnity, including technology errors and omissions where the Services involve the DLS Hub or AI-assisted features, GBP 2,000,000 in aggregate per insurance period; (b) public liability, GBP 5,000,000 for each claim; (c) employers' liability, GBP 10,000,000 for each claim where applicable; and (d) cyber and data liability, GBP 1,000,000 in aggregate per insurance period where Customer Personal Data or confidential customer information is processed through the Hub or other digital Services. The SOW must identify whether defence and response costs are within these limits and any shared aggregate or lower sublimit. No variation may reduce cover below a mandatory legal requirement.

The insured activities must reflect the actual service model. For managed project-leadership Services, Coordinated Solutions will obtain written insurer confirmation that the cover applies to its own employees and its liability for work undertaken on its behalf by specialist subcontractors, including agreed remote and customer-site delivery. Any supplied-personnel or placed-personnel restriction affecting that model must be resolved by insurer confirmation or endorsement before reliance on the relevant cover. Insurance terminology and applicability are determined by the insurance contract and working arrangements, independently of the parties' off-payroll tax position.

For Hub or AI-assisted Services, Coordinated Solutions will obtain insurer confirmation of cover appropriate to developing and operating the platform, technology errors and omissions, and customer privacy or network-security claims arising from those Services. The cyber arrangements must include appropriate incident-response, forensic, notification, data-restoration and third-party liability cover. Any customer-service liability exclusion or technology exclusion affecting the agreed Services must be identified and addressed before reliance on that cover. These requirements may be met through coordinated policies or endorsements; they do not imply that policy limits can be added together for the same loss or that every loss is insurable.

Coordinated Solutions will provide current certificates and reasonable evidence of the relevant scope on request, subject to confidentiality. An insurance proposal or quotation is not evidence of cover in force. If the required cover cannot be obtained, the affected Services will not start until the parties expressly agree a revised scope or insurance requirement in the SOW, without reducing mandatory legal protection. Coordinated Solutions will promptly notify the Customer if it becomes aware that agreed cover has lapsed, been cancelled or materially reduced, and agree appropriate mitigation, alternative cover or changes to the affected Services.

The SOW will state any required continuation of claims-made insurance after completion and any agreed business-interruption cover, including dependent-provider and operational-error extensions, waiting periods and indemnity periods. Coordinated Solutions will disclose its activities accurately to insurers and take account of insurer requirements when agreeing specialist and technology-provider contracts. These Terms do not authorise an admission or settlement on an insurer's behalf. Insurance arrangements do not delay any statutory notification or other legal duty.

Before accepting an SOW, the parties will consider its value, reasonably foreseeable losses, relevant insurance and the allocation of responsibility when agreeing any variation to clause 18. Insurance does not increase the liability caps or limit liability to proceeds actually recovered. A Customer request for a certificate or higher insurance limit does not itself amend clause 18. Higher limits, additional cover or an alternative insurance basis must be agreed in the SOW, including any effect on price and timing.

20. Term, suspension and termination

20.1 Term

An SOW starts on the date stated in it or, if none, when the Agreement is formed, and continues until the Services are completed or it is terminated. An ongoing SOW may be terminated for convenience by either party on 30 days' written notice unless the SOW states a different minimum term or notice period.

20.2 Termination for cause

Either party may terminate an affected SOW immediately by written notice if the other party: (a) commits a material breach that is not capable of remedy; (b) commits a remediable material breach and fails to remedy it within ten Business Days after written notice; or (c) becomes insolvent, stops trading or enters an analogous insolvency process, except for a solvent restructuring. Coordinated Solutions may terminate or suspend on five Business Days' written notice for an undisputed payment default that remains unremedied.

20.3 Customer convenience termination

On Customer convenience termination or withdrawal from a fixed or committed engagement, the Customer will pay for Services performed, accepted milestones, reserved time chargeable under clause 7, approved committed costs and reasonable handover work. Coordinated Solutions will not charge for avoidable work not performed and will mitigate cancellable cost.

21. Consequences of termination

Termination does not affect rights and liabilities accrued before termination. The Customer will pay all amounts properly due. Each party will return or securely destroy the other's Confidential Information on request, subject to legal retention, backups and Schedule 3. Hub access may be withdrawn after a reasonable export period or immediately where security or serious breach requires it.

At the Customer's request, Coordinated Solutions will provide reasonable transition assistance at the applicable rates, subject to personnel availability and payment of overdue amounts. Clauses intended by their nature to survive will continue, including payment, intellectual property, confidentiality, data protection, non-solicitation, liability, termination consequences and governing law.

22. Force majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including widespread network or cloud failure, cyberattack not caused by its failure to use reasonable security, epidemic, industrial dispute, utility failure, government action, civil emergency or natural disaster. The affected party will notify the other, mitigate the effect and resume performance as soon as reasonably practicable. Payment obligations for Services already supplied are not excused. If the event materially prevents performance for more than 30 consecutive days, either party may terminate the affected SOW on written notice.

23. Compliance, conflicts and records

Each party will comply with laws applicable to its performance, including anti-bribery, anti-facilitation-of-tax-evasion, sanctions, modern-slavery, equality and health-and-safety requirements. Each party will maintain reasonable records needed to evidence its own compliance.

Any customer-specific regulatory standard, certification, screening, clearance, data-residency condition, service level, insurance minimum or end-customer contractual obligation must be disclosed before acceptance and expressly agreed in the SOW, including responsibility, evidence, dependencies and price. Undisclosed policies or upstream contracts do not become binding merely by reference. This does not exclude any duty imposed directly by law. Where a required condition is unmet, the affected activity will not start until the parties agree how it will be satisfied.

Coordinated Solutions will disclose an actual conflict of interest that could materially affect the Services when it becomes aware of it and will work with the Customer on reasonable safeguards. It may serve other customers, including competitors, provided it protects Confidential Information and meets its obligations.

24. General legal terms

24.1 Notices

A formal notice must be in writing and sent by hand, prepaid first-class post or email to the address stated in the SOW. Notices to Coordinated Solutions by email must be sent to info@coordinatedsolutions.co.uk. A notice is deemed received: by hand, when delivered; by post, at 9:00 am on the second Business Day after posting; and by email, when sent without a delivery-failure message, or at 9:00 am on the next Business Day if sent outside 9:00 am to 5:00 pm on a Business Day. Email is not valid for service of court proceedings.

24.2 Assignment

Neither party may assign an Agreement without the other's prior written consent, not to be unreasonably withheld or delayed. Coordinated Solutions may assign an Agreement to a purchaser of all or substantially all of the relevant business on written notice, provided the assignee can perform the obligations. This does not restrict permitted subcontracting under clause 2.4.

24.3 Entire agreement and reliance

The Agreement is the entire agreement about its subject matter and replaces earlier discussions, assurances and proposals relating to that subject. Each party acknowledges that it has not relied on a statement not set out in the Agreement, but nothing excludes liability for fraud or fraudulent misrepresentation.

24.4 Variation, waiver and severance

A variation is effective only if recorded in writing and agreed by authorised representatives of both parties. Delay or failure to exercise a right is not a waiver. If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or deleted, and the rest of the Agreement will continue.

24.5 Third-party rights and counterparts

A person who is not a party has no right to enforce an Agreement under the Contracts (Rights of Third Parties) Act 1999. An Agreement may be signed in counterparts and by electronic signature, each of which is treated as an original and together form one instrument.

25. Governing law and jurisdiction

Each Agreement and any non-contractual obligations arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, after the parties first try in good faith to resolve a dispute through senior representatives. Nothing prevents either party seeking urgent injunctive or protective relief.

Schedule 1 , Service-specific operating terms

Project Leadership as a Service (PLaaS)

The SOW should identify the project or portfolio, defined Services and Deliverables, intended outcomes, acceptance criteria, authority boundaries, Customer liaison and Coordinated Solutions delivery-management contacts, expected delivery days or capacity, rates, locations, systems and policies, invoicing approver, mobilisation dependencies, escalation routes and handover expectations. It should record the intended service model and the basis for allocating any applicable off-payroll responsibilities under clause 5.3. PLaaS is a managed professional service. Naming a Project Leader or reserving capacity does not transfer personnel management to the Customer or remove Coordinated Solutions' responsibility for delivery.

The Delivery Reset

The SOW should identify the diagnostic scope, stakeholders, interview or workshop plan, evidence to be reviewed, confidentiality approach, outputs, playback audience and whether implementation support is included. Findings reflect the evidence reasonably available during the engagement. They are professional observations and recommendations, not an audit, assurance opinion or guarantee that all delivery issues have been identified.

The Project Leader Mindset and training

The SOW should identify participants, format, learning objectives, materials, accessibility requirements, recording permissions and any certification or assessment. Materials are licensed for the participants' internal learning only. Attendance or course completion does not amount to professional accreditation unless the SOW expressly identifies an accredited award.

DLS Project Hub

The SOW should identify authorised organisations, user numbers or roles, permitted projects, included features, support channel, service term, any export or retention requirement, permitted categories of data, AI-assisted features and any agreed service levels. Access is subject to clauses 10, 11, 14 and 15 and Schedule 3.

Priority of service-specific terms

This Schedule supplements the main Terms. The detailed SOW controls where it expressly changes a service-specific point, subject to clause 1.3.

Schedule 2 , Statement of Work checklist

Each SOW should record, as applicable:

• the Customer's full legal name, company number, registered address and authorised contact;

• the Service, context, intended outcomes, scope, exclusions and Deliverables;

• start date, end date, milestones, assumptions and dependencies;

• delivery model, delivery-management and Customer liaison responsibilities, locations, expected days or hours, premium time and named personnel if essential;

• Fees, VAT, invoice timing, payment terms, minimum commitment, expenses and cancellation rules;

• Customer responsibilities, decision authority, systems, access and security requirements;

• acceptance criteria and review period for Deliverables;

• Hub users, features, support, retention, exports and service levels where relevant;

• the parties' data-protection roles, upstream authorisations where needed, permitted data, approved sub-processor register, processing countries, transfer safeguards, operational security and finite retention periods required by Schedule 3;

• the basis for treating the Services as fully contracted out, where applicable, and any off-payroll responsibilities or required Status Determination Statement under clause 5.3;

• insurance types, limits and periods; any express liability-cap variation; and customer-specific regulatory, screening, clearance, health-and-safety, certification and compliance requirements, with evidence and responsibility;

• termination notice, exit assistance and handover expectations; and

• any clause of these Terms that the SOW expressly varies.

Good contracting discipline. A clear SOW protects the relationship: it makes authority, assumptions, commercial ownership and customer-representation expectations explicit before a Project Leader is placed into a live environment.

Schedule 3 , Data Processing Terms

Application and definitions

This Schedule applies where Coordinated Solutions processes personal data on behalf of the Customer in connection with an Agreement (Customer Personal Data). Controller, processor, data subject, personal data, personal data breach, processing and supervisory authority have the meanings given in applicable Data Protection Laws. Data Protection Laws means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and legislation amending, replacing or supplementing them, including the Data (Use and Access) Act 2025 to the extent in force.

Processing details

Subject matter and duration. Provision of the Services and Hub for the term of the applicable SOW, followed by the return, export, retention and deletion period stated below.

Nature and purpose. Receiving, organising, hosting, storing, accessing, consulting, analysing, generating, communicating, exporting, backing up and deleting Customer Personal Data to provide project leadership, diagnostics, reporting, collaboration, support, security and, where enabled, AI-assisted guidance.

Data subjects. Customer personnel and authorised users; Customer clients and end customers; suppliers, partners, advisers and other project stakeholders; and individuals identified in project records or communications.

Personal data. Names, business contact details, organisation and role, account identifiers, permissions, project assignments, communications, meeting and action records, professional opinions, delivery status, risks, decisions, activity and audit logs, support information and other business-project content supplied under the SOW. Special-category and criminal-offence data are excluded unless expressly authorised in the SOW.

Controller rights and obligations. The Customer determines the lawful purpose, permitted data, authorised users, access scope, retention needs and documented instructions, and may require reasonable assistance and evidence of compliance under this Schedule.

Documented instructions

Coordinated Solutions will process Customer Personal Data only on the Customer's documented instructions, including the Agreement, authorised configuration and written directions, unless UK law requires otherwise. Where legally permitted, it will inform the Customer before processing required by law. It will promptly tell the Customer if it believes an instruction infringes Data Protection Laws and may pause the affected processing while the parties resolve the concern.

Confidentiality and personnel

Coordinated Solutions will ensure that people authorised to process Customer Personal Data are subject to appropriate confidentiality obligations, receive proportionate data-protection and security guidance, and access only the data reasonably required for their role.

Security

Taking account of the state of the art, implementation cost, nature, scope, context and purposes of processing, and the risk to individuals, Coordinated Solutions will maintain appropriate technical and organisational measures under Article 32 UK GDPR. Measures will include, as appropriate to the service: role-based and least-privilege access; authentication and account controls; encryption in transit and at rest where supported; environment and tenant separation; logging and audit trails; secure development and change control; vulnerability and patch management; backup and recovery; incident response; supplier due diligence; confidentiality controls; and periodic testing or review of security effectiveness.

Before processing starts, the parties will record the operational security measures in the processing particulars, including access controls and privileged-access safeguards, encryption, logging and log retention, backup frequency and restoration testing, vulnerability management, incident contacts and deletion procedures. Those measures supplement rather than reduce the Article 32 obligations. No certification, UK-only hosting, recovery time or availability commitment is represented unless expressly recorded and supported by current evidence.

Sub-processors

The Customer gives general written authorisation for sub-processors identified in a register supplied before the relevant processing starts. The register will identify each provider's legal entity, service, categories of data processed, processing and storage countries, and applicable transfer safeguard. It must identify AI gateway and model providers that receive Customer Personal Data, as well as hosting and other relevant providers. Coordinated Solutions will give at least 20 Business Days' written notice before an addition or replacement begins processing, with sufficient information for the Customer to assess it. Earlier use requires the Customer's written authorisation.

The Customer may object within ten Business Days of that notice on reasonable data-protection grounds. The parties will seek a suitable alternative or safeguards. Until resolved, the proposed provider will not process that Customer's Personal Data. If no reasonable solution is available, either party may terminate the affected service without charges for future Services, and unused prepaid Fees for it will be refunded. Coordinated Solutions will impose equivalent data-protection obligations through a binding written contract and remains responsible to the Customer for its sub-processors' performance. A change to an AI routing or fallback provider that receives Customer Personal Data is subject to the same process.

International transfers

Coordinated Solutions will process Customer Personal Data only in the countries and through the providers identified in the agreed processing particulars and authorised sub-processor register. Any restricted international transfer requires both the Customer's documented authorisation and a lawful transfer mechanism, together with any required assessment and supplementary safeguards. Mechanisms may include applicable UK adequacy regulations or the UK International Data Transfer Agreement or UK Addendum. Customer consent or instructions alone do not replace the legal safeguards. Overseas remote access must also be considered. The location of a primary database does not warrant that every processing activity takes place there.

Data-subject rights and compliance assistance

Taking account of the nature of processing and information available, Coordinated Solutions will provide reasonable assistance for the Customer to respond to data-subject requests and to meet obligations concerning security, breach notification, data-protection impact assessments and prior consultation with a supervisory authority. If Coordinated Solutions receives a request relating to Customer Personal Data, it will not respond on the Customer's behalf unless authorised or legally required, and will pass the request to the Customer without undue delay.

Personal data breaches

Coordinated Solutions will notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Personal Data. As information becomes available, the notice will describe the nature of the breach, likely consequences, affected data and individuals where known, measures taken or proposed, and a contact for follow-up. Notification is not an admission of fault. The parties will coordinate communications, legal notifications and remediation, while each remains responsible for its own legal duties.

An initial notice will be provided with the facts then available and supplemented as investigation proceeds; notification will not wait for a complete investigation. Any shorter contractual notification deadline and operational incident contacts must be recorded in the SOW or processing particulars.

Return, export and deletion

At the end of the affected processing, Coordinated Solutions will, at the Customer's choice, return Customer Personal Data in a commonly used format or securely delete it, and delete remaining copies unless retention is required by law. Payment disputes do not delay these obligations. Unless the Customer instructs earlier deletion, Coordinated Solutions will provide a 30-day period to request return; if no instruction is received, it will notify the Customer and complete deletion from live systems within 90 days after processing ends. These are service obligations and do not guarantee uninterrupted interactive Hub access during that period. The processing particulars must state a finite maximum backup-retention period. Pending expiry, backup data will be protected, excluded from ordinary use and deleted through the documented rotation process; any restoration will reapply relevant deletion instructions. Coordinated Solutions will obtain corresponding action from sub-processors and confirm completion on request, identifying any legally required retention and the applicable backup-deletion date.

Information and audits

Coordinated Solutions will provide information reasonably necessary to demonstrate compliance with Article 28 UK GDPR. The Customer may audit the relevant processing itself or through an independent auditor bound by confidentiality, normally no more than once in any 12-month period, on at least 20 Business Days' notice, during business hours and without unreasonable disruption. Coordinated Solutions may first provide recent independent reports or questionnaires. The Customer bears audit cost unless the audit identifies a material breach by Coordinated Solutions, or a regulator or personal data breach reasonably requires a shorter-notice audit.

Costs and liability

Routine compliance assistance reasonably expected for the Services is included in the Fees. Coordinated Solutions may charge reasonable additional Fees for exceptional, repetitive or Customer-caused assistance, after giving an estimate. Liability under this Schedule is subject to clause 18, except to the extent a limitation is prohibited by law.