Implementation and referral partner agreement

1. Definitions

• Client: an organisation that Mossbrook advises or supports, whether under a current or earlier engagement.
• Referral: an introduction of a Client to BG-Demo that the Client has agreed to, made in writing by Mossbrook to BG-Demo.
• Referred Customer: a Client that, following a Referral, signs an order form with BG-Demo.
• Implementation work: the connecting of a Referred Customer's systems to B-Viz, in line with the implementation plan in that customer's order form.
• Own subscription: Mossbrook's Starter subscription described in clause two.

2. Mossbrook's own subscription

Mossbrook's own use of B-Viz continues under its existing order form dated 29 Aug 2025. For clarity, and without changing that order form:

If anything in this agreement differs from the executed order form on price, users or term, the order form decides. This agreement does not discount, extend or otherwise alter the own subscription.

3. Appointment and status

(a) BG-Demo appoints Mossbrook as a non-exclusive implementation and referral partner.

(b) Mossbrook acts as an independent business. Nothing in this agreement makes either party the agent, employee or legal representative of the other.

(c) Mossbrook may not sign order forms, give commitments or make statements about price, service levels or connectors on BG-Demo's behalf. Commercial terms with any Referred Customer are agreed only between that customer and BG-Demo.

(d) Either party remains free to work with other partners and suppliers.

4. Referrals

(a) Mossbrook will make a Referral only where it honestly believes B-Viz is a good fit for the Client and the Client has agreed to the introduction.

(b) Mossbrook will not refer a Client for the sake of a fee. Advice to a Client stays independent, and Mossbrook may tell a Client that B-Viz is not the right choice.

(c) Mossbrook speaks only for itself. It does not speak for a Client in any discussion with BG-Demo, and BG-Demo will deal with the Client directly on the Client's own needs, data and decisions.

(d) BG-Demo will respond to each Referral promptly, name an account executive for the Client, and keep Mossbrook informed of progress to the extent the Client allows.

(e) Mossbrook will tell each Client in plain terms that it has a partnership with BG-Demo and, where a referral fee is payable, that this is the case.

5. Referral fees

(a) No referral fee is payable to Mossbrook unless it is recorded in writing and signed by both parties.

(b) Any fee so agreed will relate only to a Referred Customer that signs an order form with BG-Demo and will be stated, with the basis for calculating it, in that written record.

(c) Fees are not payable on any renewal, upgrade or add-on unless the written record says so expressly.

(d) Referral fees are invoiced and paid in sterling.

6. Implementation work

(a) Where a Referred Customer asks for Mossbrook to support its implementation, the work is carried out under a separate written arrangement between the customer and Mossbrook, or between BG-Demo and Mossbrook, as the parties agree for that customer.

(b) BG-Demo remains responsible to the customer for delivery of B-Viz, including the connectors promised in the customer's order form, unless that order form says otherwise.

(c) Mossbrook's consultants will follow BG-Demo's implementation method, use the customer's own Snowflake account, and work only with the access the customer has granted.

(d) Time spent by Mossbrook's consultants is for Mossbrook to price and manage with its own clients. BG-Demo will not require Mossbrook to carry out unpaid work.

(e) The parties will review at the end of each engagement how the work went, so that both can see whether the arrangement is working for the customer and for each of them.

7. Confidentiality and data

(a) Each party keeps the other's confidential information confidential and uses it only for the purposes of this agreement.

(b) A Client's data stays in that Client's own Snowflake account. Neither party will copy it out of that account except as the Client has instructed in writing.

(c) Mossbrook will not share one Client's information with another Client or with BG-Demo without that Client's agreement.

(d) Each party will comply with applicable data protection law and will tell the other without delay if it becomes aware of a breach affecting a Client's data.

8. Brand and communications

(a) Mossbrook may describe itself as a BG-Demo implementation and referral partner, using wording BG-Demo has approved.

(b) Neither party will publish the name or logo of the other, or any case study, without the other's written approval.

(c) Neither party will make claims about B-Viz performance, availability or results that BG-Demo has not supported in writing.

9. Conflicts of interest

(a) Mossbrook will tell BG-Demo if it holds, or later takes on, a relationship that could reasonably affect its independence when advising a Client on B-Viz.

(b) Where Mossbrook recommends a competing product to a Client, it is free to do so and this agreement is not breached.

10. Term and ending the agreement

(a) This agreement starts on 21 Oct 2025 and continues until one party ends it.

(b) Either party may end it by giving the other reasonable written notice.

(c) Either party may end it immediately in writing if the other commits a serious breach that is not put right within a reasonable period after notice, or becomes insolvent.

(d) Ending this agreement does not end Mossbrook's own subscription, which continues under its order form, and does not affect any Referred Customer's order form.

(e) Any referral fee already earned under a signed written record in clause five remains payable after the agreement ends. Clauses on confidentiality and data continue to apply.

11. Liability

(a) Neither party excludes liability that cannot lawfully be excluded, including liability for fraud or for death or personal injury caused by negligence.

(b) Subject to that, neither party is liable to the other for indirect or consequential loss, or for loss of profit or goodwill.

(c) Neither party is responsible for the acts or omissions of a Client.

12. General

(a) This agreement, together with Mossbrook's executed order form and the written records referred to in clause five, is the whole agreement on its subject. A change is effective only if it is in writing and signed by both parties.

(b) Neither party may assign this agreement without the other's written consent, which will not be unreasonably withheld.

(c) If any part is found unenforceable, the rest continues in force.

(d) This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Contacts

Signatures

Signed by the parties' authorised signatories on 21 Oct 2025.