MASTER SERVICES AGREEMENT

Dated 3 June 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) TALLOW YARD CONSULTING LLP, a limited liability partnership registered in
England and Wales (number OC401234) whose registered office is at 18 Park Row,
Nottingham NG1 6GR ("Tallow Yard" or the "Supplier").

IT IS AGREED:

1. DEFINITIONS

1.1 "Charges" means the professional fees set out in each Statement of Work.

1.2 "Services" means supply chain consultancy and network redesign services.

2. SUPPLY OF SERVICES

2.1 The Supplier shall perform the Services with the skill and care expected of
a professional consultancy.

3. CHARGES AND PAYMENT

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

4. TERM AND RENEWAL

4.1 This Agreement continues for eighteen (18) months from the date above and
shall not renew automatically.

5. TERMINATION

5.1 Either party may terminate for convenience on sixty (60) days' written
notice.

6. INTELLECTUAL PROPERTY

6.1 The Supplier assigns to the Customer all intellectual property rights in the
deliverables on payment. The Supplier retains its pre-existing methodologies.

7. CONFIDENTIALITY

7.1 Each party shall keep the other's confidential information confidential for
a period of three (3) years from disclosure.

8. INDEMNITY

8.1 The Customer shall indemnify the Supplier against all losses, claims and
expenses arising from the Customer's use of the deliverables. This indemnity is
uncapped and unlimited.

9. LIMITATION OF LIABILITY

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

9.2 Subject to clause 9.1 and to Schedule 2, the Supplier's total aggregate
liability shall not exceed 125% of the Charges paid in the twelve (12) months
preceding the claim.

10. DATA PROTECTION

10.1 The parties shall comply with the UK GDPR and the Data Protection Act 2018.

10.2 The Supplier may appoint sub-processors under a general written
authorisation and shall notify the Customer of changes.

11. ASSIGNMENT

11.1 Neither party may assign this Agreement without the prior written consent
of the other. Either party may assign to a group company on notice.

12. GOVERNING LAW

12.1 This Agreement is governed by the laws of England and Wales and the parties
submit to the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE 1 - SERVICE LEVELS

1. AVAILABILITY

1.1 The Supplier shall respond to requests within two working days.

SCHEDULE 2 - LIABILITY PARTICULARS

1. APPLICATION OF THE CAP

1.1 The limitation of liability in clause 9.2 shall not apply to any claims
under clause 8, which shall be unlimited.

1.2 For the avoidance of doubt, the Customer's indemnity in clause 8 survives
termination and is not subject to any cap.

SIGNED for and on behalf of the parties.
