Reference: ICA-2026-004
Effective Date: 1 March 2026
Governing Law: England and Wales
Jurisdiction: Courts of England and Wales
Classification: Confidential
Parties
Company
Vantage Digital Solutions Ltd
A private limited company
Reg. No.: 11223344
25 Broadgate, London, EC2M 2QS, United Kingdom
Contractor
Owen Clarke Consulting Ltd
A private limited company
Reg. No.: 99887766
14 Canal Street, Manchester, M1 3HW, United Kingdom
Agreement
1. Services
The Contractor will provide software engineering and technical architecture services to the Company on a project basis as described in this Agreement and any Statements of Work issued hereunder.
1.1 Deliverables
Design and implement backend API services for the Company's core product platform.
Participate in sprint planning, code reviews, and architecture discussions.
Provide written documentation for all major components delivered.
Attend weekly project standups (remote attendance acceptable).
1.2 Term
This Agreement commences on 1 March 2026 and continues for six (6) months, unless earlier terminated. The parties may extend by written agreement.
1.3 Work Location
Services shall be performed primarily remotely. On-site attendance at the Company's London office may be requested with reasonable notice, not to exceed two days per month.
1.4 Time Commitment
Approximately three (3) days per week, subject to variation by mutual agreement.
2. Fees and Expenses
The Company shall pay the Contractor a daily rate of £650 (exclusive of VAT) for each day of services rendered, as confirmed in approved timesheets.
2.1 Expenses
Reasonable pre-approved travel and out-of-pocket expenses will be reimbursed at cost on provision of receipts.
2.2 Invoicing
The Contractor shall submit invoices on a monthly basis, itemising days worked and any approved expenses.
2.3 Payment Terms
Payment shall be due within thirty (30) days of the date of a valid invoice.
2.4 Tax Status
The Contractor is responsible for all taxes, national insurance, and statutory obligations in respect of fees received under this Agreement. The Company shall have no obligation to deduct or withhold taxes unless required by law.
3. Intellectual Property
All work product, code, designs, and deliverables created by the Contractor specifically for the Company in the performance of the Services ("Work Product") shall be assigned to and vest in the Company upon creation. The Contractor retains rights in any pre-existing materials and third-party tools incorporated into deliverables, subject to granting the Company a perpetual licence to use such materials for the purposes of the Work Product.
4. Confidentiality
The Contractor shall treat all non-public information of the Company as strictly confidential and shall not disclose it to third parties or use it for any purpose other than performing the Services. This obligation shall survive termination for three (3) years.
5. Data Protection
The Contractor shall comply with all applicable data protection legislation (including the UK GDPR and the Data Protection Act 2018) in processing any personal data in connection with this Agreement and shall enter into any data processing agreement reasonably required by the Company.
6. Non-Solicitation
During the term and for six (6) months after termination, the Contractor shall not directly solicit any employee or contractor of the Company with whom it had material contact, except through general non-targeted advertisements.
7. Non-Compete
During the term of this Agreement, the Contractor shall not provide substantially similar services to any direct competitor of the Company without the Company's prior written consent. This restriction shall not apply post-termination.
8. Independent Contractor Status
The Contractor is an independent contractor and not an employee, worker, agent, or partner of the Company. The Contractor has no authority to bind the Company and shall not represent itself as doing so.
9. Warranties
The Contractor warrants that it has the right to enter into this Agreement, that the Services will be performed with reasonable skill and care, and that the deliverables will not infringe the intellectual property rights of any third party.
10. Limitation of Liability
Neither party shall be liable for indirect or consequential loss. Each party's aggregate liability under this Agreement shall not exceed the total fees paid or payable in the three (3) months preceding the relevant claim, except in respect of death, personal injury, or fraud.
11. Indemnity
Each party shall indemnify the other against third-party claims arising from its breach of this Agreement, gross negligence, or wilful misconduct, subject to the limitation of liability above.
12. Termination
Either party may terminate this Agreement on thirty (30) days' written notice. Either party may terminate immediately on written notice if the other party commits a material breach that is not remedied within fourteen (14) days of notice, becomes insolvent, or enters administration.
13. Notices
Notices shall be in writing and sent by email (with read receipt) or recorded post to the addresses specified in this Agreement.
14. Assignment
Neither party may assign or sub-contract its rights or obligations without the prior written consent of the other party, such consent not to be unreasonably withheld.
15. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings relating to its subject matter.
Schedules
Schedule 1 — Statement of Work (SOW) Template
Schedule 2 — Approved Rates and Expense Policy
Signatures
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorised representatives.
For the Company
Signature
Name / Title: Sarah Whitfield, CEO
Date: 1 March 2026
For the Contractor
Signature
Name / Title: Owen Clarke, Director
Date: 1 March 2026