Consultancy Agreement

Rostro Management Ltd

and

Quant Bee Ltd

DATED 19th May 2023

Rostro Management Ltd

and

Quant Bee Ltd

CONSULTANCY AGREEMENT

THIS AGREEMENT is made 19th May 2023

BETWEEN:-

(1) Rostro Management Limited of 4th Floor, 15 Basinghall St, London EC2V 5BR (the ‘Company’);

and

(2) Quant Bee Ltd of 101 Ocean House, The Ring, Bracknell, Berks, RG12 1AX (the ‘Consultancy’).

INTRODUCTION

(A) The Company carries on business providing development, outsourced support services and products across a range of asset classes, systems and technologies.

(B) The Company wishes to engage the services of the Consultancy for the period and on the terms and conditions set out in this Agreement.

AGREED TERMS

Definitions and Interpretation

In this Agreement and the recitals, the following expressions shall have the meanings set out opposite them:

‘Board’ means the board of directors of the Company from time to time;

‘Business Day’ means any day other than a Saturday, Sunday or any other day which is a public holiday in the place or places at which the transaction in question is being effected or the notice in question is affected;

‘Commencement Date’ means ASAP;

‘Group’ means the Company, its subsidiaries, any holding company or parent company of the Company and any subsidiary of any such holding company or parent company as such terms are defined in section 1159 of the Companies Act 2006;

‘Services’ means the services and obligations specified in sub-clause 4.1; and ‘Termination Date’ means the date this Agreement terminates for whatever reason.

In this Agreement and the recitals [and the schedules]:
- Reference to any statute or statutory provision includes a reference to that statute or statutory provision as amended, extended or re-enacted and to any regulation, order, instrument or subordinate legislation under the relevant statute or statutory provision;
- Reference to the singular includes a reference to the plural and vice versa;
- Reference to any recital, clause, sub-clause [or schedule] is to a recital, clause, sub-clause [or schedule] (as the case may be) of or to this Agreement;
- Reference to any gender includes a reference to all other genders; and
- References to persons in this Agreement include bodies’ corporate, unincorporated associations and partnerships and any reference to any party who is an individual is also deemed to include their respective legal personal representative(s).

Engagement

The Company hereby agrees to engage the services of the Consultancy on the terms and conditions contained in this Agreement. The Key Person to which this contract relates is David Lindsay. The Consultancy will be based in Office 101, Ocean House, The Ring, Bracknell, Berkshire, RG12 1AX.

Term

This Agreement shall be deemed to have commenced on the Commencement Date and shall end around 12-18 months later. There will be an option to extend.

Duties

During the term of this Agreement the Consultancy shall:
- Provide the services of a Data Science Quantitative Analyst to the Company and comply with the obligations referred to in this sub- clause 4.1. In the event of the Key Person being unavailable to perform his duties the Consultancy must provide another representative to fulfil the contract services. The Company must be satisfied that the proposed substitute has the necessary skills, experience and training, The substitute must agree to abide by the terms and conditions of this contract.
- Promptly give to the Board or to whomsoever the Board may lawfully direct (in writing if so requested) all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the business of the Company.
- Travel to such places as may be required in connection with the provision of the services.
- Not at any time make or cause or permit to be made any untrue or misleading statement in relation to the provision of the Services or any products or services designed, manufactured, distributed or provided by the Company or in relation to the Company.

The Consultancy shall use all reasonable care and skill in the provision of its Services to the Company.

The Consultancy shall comply with all reasonable standards of safety, take due regard and comply with the safety regulations of the Company and all relevant statutory provision which may be in force from time to time, and report to the Company any incident which could give rise to any unsafe working conditions or practices.

Fees

For the provision of Services under this Agreement, the Company shall pay the Consultancy £1000 per day excluding any and all taxes. Any and all expenses (except travel expenses incurred outside of the UK) incurred by the Consultant in the course of carrying out his duties for the Company shall not be paid for by the Company. Such expenses shall be paid for separately by the Consultancy.
Payments are paid in arrears on submission of a monthly invoice. Payments are made strictly in accordance with the above and there will be no payments due during periods when no work is provided.
The Consultants employment shall be 40 hours per week and such additional hours as are necessary for the proper performance of his duties.

Other Activities

During the term of this Agreement, nothing in this Agreement shall prevent the Consultancy from providing their services to, or undertaking, any other business or profession provided that such activity does not cause a breach of any of the obligations set out in clause 4.

Confidential Information and Trade Secrets

The Consultancy acknowledges that in the ordinary course of performing the Services pursuant to this Agreement it will be exposed to information about the Company’s business and that of its suppliers and customers.

The Consultancy shall keep secret and shall not at any time either during this Agreement, or after its termination, for whatever reason, use communicate or reveal to any person for his or their own or another’s benefit, any secret or confidential information concerning the business, finances or organisation of the Company its suppliers or customers which shall have come to its knowledge during the course of this Agreement. The Consultancy shall also use its best endeavours to prevent the publication or disclosure of any such information.

For the purposes of this clause and by way of illustration and not limitation information will prima facie be secret and confidential if it is not in the public domain and relates to:
- Research and development;
- Suppliers and their delivery capabilities;
- Customers and details of their particular requirements;
- Costing’s, profit margins, discounts, rebates and other financial information;
- Marketing strategies and tactics; or
- Current activities and current and future plans.

The restrictions contained in this clause shall not apply to:
- Any disclosure or case authorised by the Company or required in the ordinary and proper course of the implementation of this Agreement or as required by the order of a court of competent jurisdiction or an appropriate regulatory authority.

The Consultancy shall not, either during the term of this Agreement or thereafter make any public statement about the Company which is detrimental or prejudicial to its business or reputation.

All documents, materials, records, correspondence, papers, notes, memoranda, and information on whatever media and wherever located and whether or not confidential or a trade secret made by the Consultancy relating to the business of the Company including magnetic discs on which information relating to the business of the Company is stored and any keys or other property of the Company shall be and remain the property of the Company and the Consultancy shall hand over to the Company or irretrievably delete in accordance with sub-clause 7.7 immediately on request and in any event upon the termination of this Agreement all such documents, information and other materials referred to in this sub-clause 7.6.

The Consultancy shall, if requested by the Company, irretrievably delete any information relating to the business of the Company stored in any magnetic or optical disc or memory and all matter derived from them which is in his possession, custody, care or control outside the premises of the Company and in each case shall produce such evidence of deletion as the Company may require.

Insurance and Liability

The Consultancy will be responsible for taking out and maintaining full and comprehensive insurance policies for negligence, employers’ liability and public liability in respect of the provision of the Services to the Company under this Agreement at a level of cover and terms reasonably acceptable to the Company.

Authority and Relationship of the Parties

The relationship of the Consultancy to the Company will be that of Consultancy provider.
The Consultancy shall not, at any time after the termination of this Agreement, represent itself as being in any way connected with or interested in the business of the Company.
This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultancy will be fully responsible for and will indemnify the Company for and in respect of any tax (excluding VAT) and National Insurance and Social Security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance by the Company of its obligations under this Agreement or the performance by the Consultant of the Services. The Consultancy will further indemnify the Company against all reasonable costs and expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim [other than where such liability, deduction or contribution arising out of the assessment or claim arises out of the Company’s negligence or wilful default]. The Company may at its option satisfy such indemnity (in whole or in part) by way of deduction from the fees or expenses to be paid by the Company under this Agreement.
None of the parties to this agreement is the partner of any other and nothing in this Agreement shall render members of the Consultancy as employees or partners of the Company.

Termination

Either party to this Agreement shall have the right to terminate this Agreement immediately by notice in writing to the other party upon the happening of any of the following events namely:
- If there is a material breach by the other party of any of the covenants obligations or stipulations to be performed or observed by him or it under this Agreement;
- If the other party being the Company enters into liquidation whether compulsorily or voluntarily (other than for the purpose of a reconstruction) or compounds with its creditors or the other party being the Consultancy becomes bankrupt or compounds with his creditors or suffers any similar action in consequence of debt;
- If a receiver or administrator is appointed of the undertaking and assets of the other party.

In the event of the Company deciding to terminate the current contract with the Consultancy, the Company must give the Consultant at least 1 months’ notice to terminate this agreement.

In the event of the Consultancy deciding to terminate the current contract with the Company, the Consultancy must give the Company at least 1 months’ notice to terminate this agreement.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either party may terminate this Agreement by giving 14 days’ written notice to the other party.

Notices

Any notice or other written communication given under or in connection with this Agreement may be delivered personally by a member of the Consultancy or sent by first class post (airmail if overseas) or by facsimile.
The address for service of any party shall be its registered office or the address stated in this Agreement.
Any such notice or other written communication shall be deemed to have been served:
- In the case of a corporate addressee if marked for the attention of the managing director;
- If personally delivered, at the time of delivery;
- If posted, at the expiry of two Business Days or in the case of airmail four Business Days after it was posted;
- If sent by facsimile message, at the time of transmission (if sent during normal business hours that is 09.00 to 18.00 UK time) in the place from which it was sent or (if not sent during such normal business hours) at the beginning of the next Business Day in the place from which it was sent.
In proving such service it shall be sufficient to prove that personal delivery was made, or that such notice or other written communication was properly addressed stamped and posted or in the case of a telex that the intended recipient’s answerback code is shown on the copy retained by the sender at the beginning and end of the message or in the case of a facsimile message that an activity or other report from the sender’s facsimile machine can be produced in respect of the notice or other written communication showing the recipient’s facsimile number and the number of pages transmitted.

Mutual Indemnification

Each party (the ‘Indemnifying Party’) agrees to indemnify, defend, and hold harmless the other party (the ‘Indemnified Party’), its directors, officers, employees, and agents from and against all losses, damages, liabilities, costs (including reasonable legal fees) arising out of or in connection with any claims, suits, or actions brought against the Indemnified Party based on:
- Any breach of this Agreement by the Indemnifying Party;
- Any negligent or wrongful act or omission of the Indemnifying Party, its agents, subcontractors, or employees;
- Any infringement or alleged infringement of any third-party intellectual property rights resulting from the use of the Services or materials provided by the Indemnifying Party under this Agreement.

This indemnity will survive the termination or expiration of this Agreement.

Miscellaneous

Each party shall bear its own costs incurred in the negotiations leading up to and in the preparation of this Agreement and of matters incidental to this Agreement.

No term or provision of this Agreement shall be varied or modified by any prior or subsequent statement, conduct or act of any party, except that hereafter the parties may amend this Agreement only by letter or written instrument signed by all of the parties.

The headings to the clauses and any underlining in this Agreement and in the schedules are for ease of reference only and shall not form any part of this Agreement for the purposes of construction.

This Agreement sets out the entire agreement and understanding between the parties in connection with the Services.

This Agreement may be entered into in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.

If at any time any term or provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any rule of law or enactment, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected.

Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

The Consultancy will not for a period of 12 months after completion of the engagement with the Company seek to entice away from the Company any of its consultants.

The Consultancy shall not for a period of 6 months after completion of the engagement with the Company seek to entice away any full-time employees of clients of the Company.

Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and each of the parties to this Agreement hereby submits to the non-exclusive jurisdiction of the courts of England and Wales.

In the event of any dispute or difference arising out of or in connection with this Agreement, the parties shall first attempt in good faith to resolve the dispute or difference between them by negotiation.

If the dispute or difference is not resolved as a result of negotiation within 30 days, or such other period agreed between the parties, then the parties agree to attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

To initiate the mediation, a party must give notice in writing (a “Mediation Notice”) to the other party requesting mediation. A copy of the request should be sent to CEDR.

If the dispute or difference is not resolved as a result of mediation, either party may propose to the other in writing that structured negotiations be entered into with the assistance of a neutral adviser or that the dispute be referred for resolution to an agreed upon form of ADR (Alternative Dispute Resolution).

If the dispute is not resolved through mediation or another form of ADR within 60 days of the Mediation Notice, or such other period as the parties may agree in writing, the dispute shall be finally resolved by the courts of England and Wales in accordance with clause 15.1.

This Agreement has been entered into on 19th May 2023

SIGNED by

…………………………………………………..…………………………………………………..

Michael Ayres

for and on behalf of Rostro Management Limited

SIGNED by

…………………………………………………..…………………………………………………..

David Lindsay

for and on behalf of Quant Bee Ltd

WITNESSED by

…………………………………………………..…………………………………………………..

Print name: …………………………………………………..………………………………

Address:

…………………………………………………..…………………………………………………..