SERVICES AGREEMENT

This Agreement is made on 1 March 2024 between Atlas Managed Services Limited,
a company incorporated in England and Wales with company number 08123456 and
whose registered office is at 25 Old Broad Street, London EC2N 1HN (the
"Supplier"), and Meridian Retail Group PLC, a company incorporated in England
and Wales with company number 05678910 and whose registered office is at 100
Victoria Street, London SW1E 5JL (the "Customer").

The Supplier has agreed to provide, and the Customer has agreed to receive,
the Services on the terms of this Agreement. IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, the following terms have the meanings set out below.

"Business Day" means a day other than a Saturday, Sunday or public holiday in
England and Wales, on which clearing banks are open for general business in
London;

"Charges" means the charges payable by the Customer to the Supplier for the
Services, as set out in Schedule 2;

"Commencement Date" means 1 April 2024;

"Confidential Information" means any information disclosed by one party to the
other, whether orally, in writing or in any other form, that is designated as
confidential or that a reasonable person would understand to be confidential
given its nature and the circumstances of disclosure;

"Deliverables" means any reports, documentation, code or other materials
created or supplied by the Supplier for the Customer in the course of
providing the Services;

"Force Majeure Event" means any event beyond the reasonable control of the
affected party, including fire, flood, industrial action, failure of a utility
service or an act of government, which prevents or delays that party from
performing its obligations under this Agreement;

"Intellectual Property Rights" means patents, rights to inventions, copyright,
trade marks, design rights, database rights and all other intellectual
property rights, whether registered or unregistered, together with
applications for any of the foregoing;

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"Personal Data" means personal data, as that term is defined in the Data
Protection Legislation, that is processed by the Supplier on behalf of the
Customer in connection with the Services;

"Services" means the managed hosting, support and professional services
described in Schedule 1;

"Term" means the period beginning on the Commencement Date and continuing
until this Agreement is terminated in accordance with clause 11.

1.2 Interpretation

In this Agreement, unless the context otherwise requires, a reference to a
person includes an individual, company, partnership or unincorporated body,
and a reference to a statute includes that statute as amended, re-enacted or
replaced from time to time.

(a) references to clauses and Schedules are references to clauses of, and
Schedules to, this Agreement;

(b) the headings in this Agreement are for convenience only and do not affect
its interpretation;

(c) the singular includes the plural and vice versa, and words importing one
gender include every gender; and

(d) any words following the terms including, in particular or any similar
expression are illustrative and do not limit the generality of the words
preceding them; and

(e) if there is a conflict between the terms of the main body of this
Agreement and any Schedule, the terms of the main body of this Agreement shall
prevail unless the Schedule expressly states otherwise.

2. Commencement and Term

2.1 Commencement

This Agreement shall commence on the Commencement Date and shall continue,
subject to earlier termination in accordance with clause 11, for the initial
period set out in Schedule 2. The Supplier shall have no obligation to provide
the Services before the Commencement Date, and any services provided before
that date shall be provided on a goodwill basis only, without charge and
without liability.

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2.2 Term and Renewal

The Term shall continue for an initial period of thirty-six months from the
Commencement Date and shall automatically renew for successive periods of
twelve months, unless either party gives the other not less than ninety days'
written notice of non-renewal before the expiry of the then-current period.
Nothing in this clause 2.2 obliges either party to agree to any variation of
the Charges as a condition of renewal, and the parties shall negotiate any
proposed variation in good faith.

2.3 Extension of Term

The parties may agree in writing to extend the Term on such further terms as
they may agree, and any such extension shall be recorded in a written
amendment signed by an authorised representative of each party. During any
extension of the Term, all other terms of this Agreement shall continue to
apply in full force and effect, save to the extent the parties expressly agree
otherwise in writing.

3. Supplier Obligations

3.1 General Obligations

The Supplier shall provide the Services with reasonable skill and care and in
accordance with good industry practice applicable to the provision of services
of a similar nature. The Supplier shall ensure that the Services are performed
by appropriately qualified and experienced personnel. The Supplier shall
comply with all applicable laws and regulations in the performance of the
Services and shall maintain such professional indemnity and public liability
insurance as is reasonable having regard to the nature and scale of the
Services.

3.2 Standard of Performance

The Supplier shall use reasonable endeavours to meet any performance targets
set out in Schedule 1, and shall notify the Customer promptly of any
circumstance that is likely to have a material adverse effect on the
Supplier's ability to perform the Services, having regard to the Customer's
cooperation obligations under clause 4.1.

3.3 Personnel and Subcontracting

The Supplier may subcontract the performance of any part of the Services,
provided that the Supplier remains liable for the acts and omissions of its

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subcontractors as if they were its own acts and omissions.

3.4 Audit Rights

The Customer may, on giving the Supplier not less than fourteen days' written
notice, audit the Supplier's compliance with its obligations under this
Agreement, including by inspecting relevant records and processes at the
Supplier's premises during normal business hours. The Supplier shall provide
reasonable cooperation with any such audit, and neither party shall be
entitled to conduct more than one audit under this clause 3.4 in any twelve
month period, save where the Customer reasonably suspects a material breach of
this Agreement.

If an audit under this clause 3.4 identifies a material failure by the
Supplier to comply with its obligations under this Agreement, the Supplier
shall, at its own cost, remedy the failure within a reasonable time and shall
reimburse the Customer's reasonable costs of the audit.

3.5 Business Continuity and Disaster Recovery

The Supplier shall maintain and test not less than annually a business
continuity and disaster recovery plan designed to restore the Services within
forty-eight hours of an unplanned outage, and shall provide the Customer with
a written summary of the results of each test within thirty days of its
completion. If the Supplier invokes its business continuity plan, it shall
notify the Customer without delay and shall keep the Customer informed of
progress towards restoration of the Services.

4. Customer Obligations

4.1 Cooperation and Access

The Customer shall provide the Supplier with such information, access and
cooperation as the Supplier reasonably requires to perform the Services,
including timely access to the Customer's premises, systems and personnel
where relevant.

4.2 Customer Systems

The Customer shall be responsible for procuring and maintaining the network
connectivity, hardware and software environment necessary to receive the
Services, except to the extent expressly agreed otherwise in Schedule 1.

4.3 Delay by the Customer


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If the Supplier's performance of its obligations is prevented or delayed by
any act or omission of the Customer, the Supplier shall not be liable for the
resulting delay, and the relevant milestone or delivery date shall be extended
by a reasonable period.

4.4 Changes to Customer Requirements

If the Customer requests a change to its requirements that materially
increases the scope or cost of the Services, the Supplier shall notify the
Customer of the resulting impact on the Charges and any applicable timescales
before implementing the change. Neither party shall be obliged to proceed with
a change requested under this clause 4.4 unless it is agreed in writing by
both parties in accordance with the change control procedure described in
Schedule 1.

5. Charges and Payment

5.1 Charges

The Customer shall pay the Charges to the Supplier in accordance with Schedule
2. The Charges are exclusive of value added tax, which shall be payable in
addition at the applicable rate.

5.2 Invoicing and Payment Terms

The Supplier shall invoice the Customer monthly in arrears, and the Customer
shall pay each undisputed invoice within thirty days of the date of a valid
invoice, in accordance with the payment terms set out in paragraph 2 of
Schedule 2.

5.3 Late Payment

If the Customer fails to pay any undisputed amount by the due date, the
Supplier may charge interest on the overdue amount at the rate of four per
cent per annum above the Bank of England base rate, accruing daily from the
due date until payment is made in full.

5.4 VAT

All amounts stated in this Agreement are exclusive of VAT, and the Customer
shall pay any VAT properly chargeable in connection with the Charges at the
rate and in the manner prescribed by applicable law.

6. Confidentiality


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6.1 Confidentiality Obligations

Each party shall keep confidential all Confidential Information disclosed to
it by the other party and shall not use such Confidential Information except
for the purpose of performing its obligations under this Agreement.

6.2 Permitted Disclosures

A party may disclose Confidential Information to its employees, officers,
professional advisers and subcontractors who need to know the information for
the purposes set out in clause 6.1, provided that it procures that such
persons comply with confidentiality obligations equivalent to those in this
clause 6.

6.3 Duration of Obligations

The obligations in this clause 6 shall survive termination or expiry of this
Agreement for a period of five years, except in respect of Confidential
Information that constitutes a trade secret, for which the obligations shall
continue indefinitely.

6.4 Compelled Disclosure

If a party is required by law, regulation or a court or regulator of competent
jurisdiction to disclose any Confidential Information of the other party, it
shall, to the extent permitted by law, notify the other party promptly and
cooperate with that party's reasonable requests in seeking to limit the scope
of the disclosure or to obtain confidential treatment for the information
disclosed.

6.5 Publicity

Neither party shall use the other party's name, logo or trade marks in any
press release, marketing material or public announcement relating to this
Agreement without the prior written consent of the other party, save as
required by law or by any regulatory authority.

7. Data Protection

7.1 Data Processing

To the extent that the Supplier processes Personal Data on behalf of the
Customer in connection with the Services, the Supplier shall process that
Personal Data only in accordance with the Customer's documented instructions
and the requirements of the Data Protection Legislation.

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7.2 Security Measures

The Supplier shall implement appropriate technical and organisational measures
to protect Personal Data against unauthorised or unlawful processing and
against accidental loss, destruction or damage, having regard to the state of
the art and the cost of implementation.

7.3 Sub-Processors

The Supplier shall not engage any sub-processor to process Personal Data
without the prior written authorisation of the Customer, and shall impose on
any authorised sub-processor obligations no less protective than those set out
in clause 7.2.

(a) Notice of Engagement

The Supplier shall give the Customer not less than thirty days' prior written
notice before engaging any new sub-processor to process Personal Data, and the
Customer may object to the proposed sub-processor on reasonable grounds
relating to the protection of Personal Data within fourteen days of receiving
that notice.

(b) Sub-Processor Liability

The Supplier remains fully liable to the Customer for the acts and omissions
of any sub-processor engaged under this clause 7.3 as if they were the
Supplier's own acts and omissions, and shall ensure that its written agreement
with each sub-processor imposes obligations relating to Personal Data no less
protective than those set out in clause 7.2.

7.4 International Transfers

The Supplier shall not transfer Personal Data outside the United Kingdom
without the prior written consent of the Customer, and any such transfer shall
be subject to appropriate safeguards recognised under the Data Protection
Legislation, including standard contractual clauses or an adequacy decision
covering the destination country. The Supplier shall notify the Customer
promptly of any failure by a sub-processor to comply with the obligations
imposed on it, as set out in clause
7.3(b).

8. Intellectual Property

8.1 Ownership

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Except as expressly provided in this clause 8, all Intellectual Property
Rights in the Deliverables and in any materials, tools or methodologies used
by the Supplier in providing the Services shall vest in, and remain the
property of, the Supplier.

8.2 Licence

The Supplier grants to the Customer a non-exclusive, non-transferable licence
to use the Deliverables for the Customer's internal business purposes for the
duration of the Term.

8.3 Third Party Rights

The Supplier warrants that the Deliverables, when used in accordance with this
Agreement, will not infringe the Intellectual Property Rights of any third
party, save to the extent that any infringement arises from materials supplied
by the Customer.

9. Indemnities

9.1 Supplier Indemnity

The Supplier shall indemnify the Customer against all losses, liabilities and
reasonable costs incurred by the Customer arising from any third party claim
that the Deliverables infringe that third party's Intellectual Property
Rights, save to the extent excluded under clause 10.

9.2 Customer Indemnity

The Customer shall indemnify the Supplier against all losses, liabilities and
reasonable costs incurred by the Supplier arising from the Customer's breach
of clause 6.1 or from materials supplied by the Customer for incorporation
into the Deliverables.

9.3 Conduct of Claims

The indemnities in clause 9.1 and clause 9.2 are subject to the conduct of
claims procedure set out in this clause 9, including the right to seek
indemnifi-
cation for losses as described further in clause 9.3(b) below.

(a) Notification

The party seeking indemnifi-

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cation shall notify the indemnifying party promptly
in writing on becoming aware of a claim.

(b) Control of Defence

The indemnifying party may assume control of the defence and settlement of the
claim, provided that it acts reasonably and keeps the indemnified party
informed of material developments.

(c) Cooperation

The indemnified party shall provide reasonable cooperation and assistance to
the indemnifying party, at the indemnifying party's expense, in the defence or
settlement of the claim.

9.4 Exclusions from Indemnities

Neither party shall be liable to indemnify the other under clause 9.1 or
clause 9.2 to the extent that the claim arises from the indemnified party's
own negligence or breach of this Agreement, and the indemnities in this clause
9 are subject to the limitations and exclusions set out in clause 10.

Any liability arising under an indemnity in clause 9.1 or clause 9.2 shall
count towards, and not be in addition to, the financial cap in clause 10.2.

10. Limitation of Liability

10.1 Exclusions

Subject to clause 10.3, neither party shall be liable to the other for any
indirect or consequential loss, or for any loss of profits, revenue, business
opportunity or goodwill, arising out of or in connection with this Agreement.

10.2 Financial Cap

Subject to clause 10.3, the total aggregate liability of each party arising
out of or in connection with this Agreement, whether in contract, tort or
otherwise, shall not exceed an amount equal to the total Charges paid or
payable in the twelve months preceding the event giving rise to the claim.

10.3 Unlimited Liability

Nothing in this Agreement shall exclude or limit either party's liability for
death or personal injury caused by negligence, for fraud or fraudulent
misrepresentation, or for any other liability that cannot lawfully be excluded

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or limited.

11. Termination

11.1 Termination for Convenience

Either party may terminate this Agreement for convenience by giving the other
not less than ninety days' written notice, such notice not to expire earlier
than the first anniversary of the Commencement Date.

11.2 Termination for Cause

Either party may terminate this Agreement with immediate effect by written
notice to the other if the other party commits a material breach of this
Agreement that is not remedied within thirty days of being notified in writing
to do so, or becomes insolvent.

11.3 Consequences of Termination

On termination or expiry of this Agreement for any reason, the Customer shall
pay all Charges accrued but unpaid as at the date of termination, and each
party shall return or destroy the other party's Confidential Information in
accordance with clause 6.

11.4 Force Majeure

Neither party shall be liable for any failure or delay in performing its
obligations under this Agreement to the extent that the failure or delay is
caused by a Force Majeure Event, provided that the affected party notifies the
other party promptly and uses reasonable endeavours to mitigate the effect of
the Force Majeure Event.

11.5 Transitional Assistance

On termination or expiry of this Agreement, the Supplier shall, for a period
of up to ninety days at the Customer's request, provide reasonable assistance
to transfer the Services to the Customer or a replacement supplier, and the
Customer shall pay the Supplier's reasonable charges for such assistance at
the Supplier's then-current standard rates.

12. Governing Law and Jurisdiction

12.1 Governing Law

This Agreement, and any dispute or claim arising out of or in connection with

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it, its subject matter or its formation, shall be governed by and construed in
accordance with the law of England and Wales.

12.2 Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim arising out of or in
connection with this Agreement, its subject matter or its formation.

13. Anti-Bribery and Compliance

13.1 Anti-Bribery

Each party shall comply with all applicable anti-bribery and anti-corruption
laws, including the Bribery Act 2010, and shall not offer, give, request or
accept any bribe or other improper advantage in connection with this
Agreement. The Supplier shall maintain adequate procedures designed to prevent
bribery by persons associated with it, and shall promptly notify the Customer
in writing if it becomes aware of any breach or suspected breach of this
clause 13.1.

13.2 Sanctions and Export Control

Neither party shall be required to perform any obligation under this Agreement
that would result in a breach of applicable trade sanctions or export control
laws. Each party warrants that it is not, and shall notify the other party
promptly if it becomes, a person designated under any applicable sanctions
regime, and either party may suspend performance of the Services to the extent
necessary to comply with its obligations under this clause 13.2.

13.3 Compliance Training

The Supplier shall ensure that its personnel who perform the Services receive
appropriate training on the requirements of this clause 13 at intervals of not
more than twelve months, and shall maintain records of that training available
for inspection under clause 3.4.

14. Insurance

14.1 Insurance Obligations

The Supplier shall maintain, at its own expense, professional indemnity
insurance of not less than £2,000,000 in the aggregate, public liability
insurance of not less than £5,000,000 in respect of any one occurrence, and
cyber liability insurance of not less than £1,000,000 in the aggregate, in

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each case with a reputable insurer, for the duration of the Term and for a
period of twenty-four months following its expiry or termination.

14.2 Evidence of Insurance

The Supplier shall, within ten Business Days of a written request from the
Customer, provide evidence satisfactory to the Customer that the insurance
required by clause 14.1 is in force, and shall notify the Customer promptly if
any such insurance is cancelled, materially reduced or not renewed.

14.3 Subrogation Waiver

The Supplier shall use reasonable endeavours to procure that its insurers
waive any right of subrogation against the Customer, except where the loss
arises from the Customer's own wilful default or gross negligence.

15. Dispute Resolution and Escalation

15.1 Escalation Procedure

If a dispute arises out of or in connection with this Agreement that is not
resolved by the parties' respective account managers within ten Business Days,
either party may refer the dispute in writing to a director of each party, who
shall use reasonable endeavours to resolve the dispute within a further
fifteen Business Days before either party commences formal proceedings, save
that either party may seek urgent injunctive relief at any time without
following this procedure.

15.2 Mediation

If a dispute referred under clause 15.1 remains unresolved after the
escalation period has expired, the parties shall attempt in good faith to
settle the dispute by mediation in accordance with the Centre for Effective
Dispute Resolution Model Mediation Procedure before either party commences
court proceedings, save that this clause 15.2 shall not prevent either party
from applying to the courts referred to in clause 12.2 for interim relief.

15.3 Continued Performance

Each party shall continue to perform its obligations under this Agreement
during the resolution of any dispute under clause 15.1 or clause 15.2, unless
the parties agree otherwise in writing or the dispute is incapable of
resolution without such performance ceasing.

Schedule 1 — Services Description

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1. Scope of Services

The Services comprise the managed hosting, monitoring, support and
professional services described in this Schedule 1, together with such
additional services as the parties may agree in writing from time to time, all
as further described in clause 1.1.

2. Service Levels

The Supplier shall use reasonable endeavours to achieve the service levels set
out below, including a target monthly uptime of 99.5% for the hosted
environment, measured using the Supplier's standard monitoring tools.

3. Change Control

Either party may request a change to the Services by written notice, and no
change shall take effect unless agreed in writing by both parties and, where
the change affects the Charges, reflected in an updated version of Schedule 2.

4. Reporting

The Supplier shall provide the Customer with a monthly service report setting
out performance against the service levels described in this Schedule 1,
including any incidents of downtime and the corrective action taken, no later
than ten Business Days after the end of the month to which the report relates.

5. Service Credits

If the Supplier fails to achieve the monthly uptime target described above in
two consecutive months, the Supplier shall credit the Customer an amount equal
to five per cent of the Charges payable for the second such month, such credit
to be applied against the Customer's next invoice.

Schedule 2 — Charges and Payment Schedule

1. Charges

The annual Charges for the Services are £36,000, payable in accordance with
clause 5.2, and shall be reviewed annually in accordance with paragraph 3 of
this Schedule 2.

2. Payment Terms

Invoices shall be issued monthly in arrears and are payable within thirty days

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of the invoice date, as further described in clause 5.2, time being of the
essence in respect of payment.

3. Annual Review

The Charges shall be reviewed on each anniversary of the Commencement Date and
may be increased by the Supplier by no more than the percentage increase in
the Consumer Prices Index over the preceding twelve months.

4. Expenses

The Charges do not include travel, accommodation or other out-of-pocket
expenses reasonably incurred by the Supplier in providing the Services, which
shall be reimbursed by the Customer within thirty days of receipt of a valid
invoice supported by appropriate receipts, provided that any single item of
expenditure exceeding £250 shall require the Customer's prior written
approval.

5. Disputed Invoices

If the Customer disputes any part of an invoice in good faith, it shall notify
the Supplier in writing of the disputed amount and the reasons for the dispute
within fifteen Business Days of receipt of the invoice, and shall pay the
undisputed balance by the due date. The parties shall use reasonable
endeavours to resolve the dispute promptly, failing which either party may
refer it in accordance with the procedure described in this Agreement.

