FRACTIONALITY CLIENT AGREEMENT

(Non-Exclusive Framework Agreement)

This Client Agreement (“Agreement”) is made between:

Fractionality Ltd, a company incorporated and registered in England & Wales, Company Number 13812805 (“Fractionality”); and
The “Client” as identified in the Electronic Form completed via Fractionality’s digital signing process (“Client”).

Together, the “Parties”.

1. Purpose of this Agreement

1.1 The Client wishes to engage Fractionality on a non-exclusive basis to source and introduce suitably qualified fractional C-suite professionals (“Consultants”), and, where agreed, to provide strategic and operational advisory services.

1.2 This Agreement is intended to be accepted before any Consultant is identified. It establishes the framework governing introductions, engagements, and all future Statements of Work (“SOWs”).

1.3 Once a Consultant is proposed, commercial details—including rate, Consultant name, working pattern, scope and any additional fees—will be confirmed either:

• (A) by email confirmation, which constitutes a binding SOW; or

• (B) upon request by a written proposal, where acceptance (electronically or in writing) constitutes the SOW.

1.4 Acceptance of an SOW (via email or proposal) binds the Client to:

• This Client Agreement (this document);

• The Consultancy Agreement Terms;

• The Rate Card.

2. Non-Exclusive Relationship

2.1 This Agreement is non-exclusive. The Client may engage other providers, and Fractionality may work with multiple clients simultaneously.

2.2 Fractionality does not guarantee the availability of any particular Consultant.

3. Governing Terms

3.1 All SOWs and services are subject to:

• Fractionality’s Consultancy Agreement Terms

• Fractionality’s Rate Card

3.2 The Rate Card applies to all engagements unless otherwise agreed in writing.

3.3 In the event of conflict, the Consultancy Agreement Terms shall take precedence, unless expressly varied in writing.

3.4 Email confirmation of Consultant details and commercial terms constitutes a valid SOW.

4. Introductions & Non-Solicitation

4.1 Fractionality will use reasonable endeavours to identify and introduce suitable Consultants based on the Client’s stated requirements.

4.2 An introduction occurs when the Client receives any Consultant-identifying information (name, CV, profile, or similar).

4.3 If the Client engages (directly or indirectly) any Consultant introduced by Fractionality within 12 months of introduction, such engagement must be made exclusively through Fractionality under a valid SOW.

4.4 Non-Solicitation / Non-Circumvention

• The Client must not solicit, hire, contract with, or otherwise directly or indirectly engage any Consultant introduced by Fractionality outside of Fractionality.

• This restriction applies during the term of any SOW and for 18 months after:

  • termination of the applicable SOW; or

  • termination of this Agreement; or

  • the introduction date if no SOW is formed.

5. Fees, Rate Card & Invoicing

5.1 Fees for each Consultant engagement will be set out in the relevant SOW (email or proposal). Unless otherwise agreed in writing:

• Fees follow the Rate Card;

• Fees are payable monthly in arrears;

• VAT applies;

• Invoices follow Fractionality’s standard billing cycle.

5.2 Fees for transaction support, capital raising, exit preparation or similar activities will be charged in accordance with the Rate Card or as otherwise agreed in advance in writing.

5.3 Fractionality may suspend services for non-payment.

6. Term

6.1 This Agreement takes effect on the date the Client accepts it via the Electronic Form (below).

6.2 Each SOW is subject to a minimum initial term of six (6) months.

6.3 Notice periods, termination mechanics, and ongoing obligations are set out in — and governed by — the Consultancy Agreement Terms.

6.4 Termination of this Agreement does not affect any active SOW.

7. Confidentiality

7.1 Each Party shall keep confidential all information disclosed by the other and shall not use or disclose it except as allowed under this Agreement.

7.2 Fractionality may share necessary Client information with prospective Consultants for suitability assessment only.

8. Liability

8.1 Fractionality’s liability is limited in accordance with the Consultancy Agreement Terms.

8.2 Nothing limits liability where such limitation is prohibited by law.

9. Data Protection

9.1 Each Party will comply with applicable data protection law.

9.2 Fractionality acts as a data controller with respect to Client information used for Consultant sourcing and service delivery.

10. General

10.1 Consultants provide services as independent contractors. Nothing in this Agreement creates an employment relationship, partnership, agency or joint venture.

10.2 Any amendments must be in writing and expressly agreed by both Parties.

10.3 This Agreement is governed by the laws of England and Wales.

EXECUTION

This Agreement is accepted and becomes binding when the Client completes and submits the Electronic Form below.

The Client’s legal name, authorised representative details, and date of acceptance are as recorded within the Electronic Form.

Fractionality’s acceptance is deemed to occur automatically upon receipt of the completed Electronic Form.