MASTER SERVICES AGREEMENT

Dated 6 February 2026

BETWEEN:

(1) NORTHGATE LOGISTICS LIMITED, a company incorporated in England and Wales
(company number 09123456) whose registered office is at Unit 7 Calder Park,
Manchester M17 1TR ("Northgate" or the "Customer"); and

(2) ARKWRIGHT SYSTEMS LIMITED, a company incorporated in England and Wales
(company number 08776655) whose registered office is at 3 Deansgate Square,
Manchester M15 4GB ("Arkwright" or the "Supplier").

IT IS AGREED:

1. DEFINITIONS AND INTERPRETATION

1.1 "Charges" means the fees payable by the Customer for the Services as set out
in the applicable Statement of Work.

1.2 "Services" means the warehouse management software services described in
each Statement of Work.

2. SUPPLY OF SERVICES

2.1 The Supplier shall provide the Services with reasonable skill and care and
in accordance with the service levels set out in Schedule 1.

3. CHARGES AND PAYMENT

3.1 The Customer shall pay the Charges within thirty (30) days of receipt of a
valid invoice.

3.2 All Charges are exclusive of VAT.

3.3 Interest on late payment accrues at 2% above the Bank of England base rate.

4. TERM AND RENEWAL

4.1 This Agreement commences on the date above and continues for an initial
period of twelve (12) months.

4.2 At the end of the initial period this Agreement shall automatically renew
for a further period of twelve (12) months unless either party gives not less
than sixty (60) days' written notice before the end of the then-current period.

5. TERMINATION

5.1 Either party may terminate this Agreement for convenience on thirty (30)
days' written notice to the other.

5.2 Either party may terminate immediately on written notice if the other
commits a material breach which is not remedied within twenty (20) days.

6. INTELLECTUAL PROPERTY

6.1 The Supplier retains all pre-existing intellectual property rights in the
Supplier's platform.

6.2 All intellectual property rights in the deliverables created specifically
for the Customer under a Statement of Work shall vest in and are assigned to the
Customer on payment.

7. CONFIDENTIALITY

7.1 Each party shall keep the other's confidential information confidential for
a period of five (5) years from disclosure.

8. INDEMNITIES

8.1 The Supplier shall indemnify the Customer against all losses arising from
any claim that the Services infringe the intellectual property rights of a third
party. This indemnity is uncapped.

9. LIMITATION OF LIABILITY

9.1 Nothing in this Agreement limits either party's liability for death or
personal injury caused by negligence, or for fraud.

9.2 Subject to clause 9.1, each party's total aggregate liability arising under
this Agreement shall not exceed 125% of the Charges paid in the twelve (12)
months preceding the event giving rise to the claim.

10. DATA PROTECTION

10.1 Each party shall comply with the UK GDPR and the Data Protection Act 2018.

10.2 Where the Supplier processes personal data on the Customer's behalf, the
data processing terms in Schedule 2 apply.

11. ASSIGNMENT

11.1 Neither party may assign this Agreement without the prior written consent
of the other, such consent not to be unreasonably withheld, save that either
party may assign to a group company on written notice.

12. GOVERNING LAW AND JURISDICTION

12.1 This Agreement is governed by and construed in accordance with the laws of
England and Wales, and the parties submit to the exclusive jurisdiction of the
courts of England and Wales.

SIGNED for and on behalf of the parties.
