Terms & Conditions

Package

Agreement for the provision of Offshore Recruitment and Employer of Records Outsourcing Services

Dated:

The “Effective Date” refers to date that the “Client” signs the agreement. At this Point GLOBAL RESOURCE CONNECT LIMITED also agree to the terms from the “Effective Date”

The Parties:

(A) (“GLOBAL RESOURCE CONNECT LIMITED”)

and

(B) XXXX (the “Client”)

Each a Party and together, the

“Parties”

BACKGROUND

The Client and its Affiliates wish GLOBAL RESOURCE CONNECT LIMITED to provide to the Client and its Affiliates with offshore recruitment, Employer of Records (“EOR”) and outsourcing services as detailed in APPENDIX 2 to this Agreement, and GLOBAL RESOURCE CONNECT LIMITED has agreed to provide those Services on the terms and conditions and inconsideration of the Charges set out in this Agreement.

The Client wishes to use the services of individuals working from abroad as part of its workforce, and GLOBAL RESOURCE CONNECT LIMITED is uniquely placed to facilitate the acquisition of and legally employ those individuals (“Individuals”) in the country where they live to perform working services for the Client. A GLOBAL RESOURCE CONNECT LIMITED Affiliate will legally employ those Individuals and will arrange for contracting and making payments to the Individuals who will provide Workforce Services direct to the Client.

The Parties will comply with the terms of the Data Processing Addendum, set out at APPENDIX 1, and GLOBAL RESOURCE CONNECT LIMITED confirms that the Individual will also be subject to similar data privacy restrictions and obligations asset out at APPENDIX 1, in connection with any data managed or processed on behalf of the Client.

IMPORTANT DOCUMENTS:

The following documents form the legal basis for the relationship between the client and GLOBAL RESOURCE CONNECT LIMITED (together referred to as “Agreement”):

This Employer of Record (EOR) Agreement

APPENDIX 2: GLOBAL RESOURCE CONNECT LIMITED Services and Charges

APPENDIX 2: Client and Individuals Engagement Details (a separate assignment schedule will be issued for each individual GLOBAL RESOURCE CONNECT LIMITED employee)

APPENDIX 1: Data Processing Addendum:

In the event of any conflict between the documents in the Agreement, this EOR agreement will have precedence. The GLOBAL RESOURCE CONNECT LIMITED provision of Services are subject to and conditioned on these documents.

Definitions

“Affiliates”

means, in relation to a Party, any legal entity or company which it directly or indirectly controls, is controlled by, or is under common control with another person or entity.

“Admin Fee”

refers to a one-time charge applied at the initiation of each new TS agreement, which offsets a portion of the onboarding expenses associated with each employee. In the event of an employee replacement, the admin fee is not reapplied.

“TS 3”

Refers to a minimum 3-month agreement that automatically renews unless notice is given, as outlined in Clause 11. This is GLOBAL RESOURCE CONNECT LIMITEDs monthly Employer of record fee (EOR).

“TS 6”

Refers to a minimum 6-month agreement that automatically renews unless notice is given, as outlined in Clause 11. This is GLOBAL RESOURCE CONNECT LIMITEDs monthly Employer of record fee (EOR).

“TS 12”

Refers to a minimum 12-month agreement that automatically renews unless notice is given, as outlined in Clause 11. This is GLOBAL RESOURCE CONNECT LIMITEDs monthly Employer of record fee (EOR).

“Workforce Services”

means those tasks and services provided by the Individual direct to the Client as part of the Client’s Workforce and subject to the direction and management of the Client. Doc ID: 0f89ed79b912a41a7c331e44fead2e13923c599d

“Workforce”

means those employees, contractors and the individuals who work for and/or provide service to the Client.

2. Appointment

2.1 The Client hereby appoints GLOBAL RESOURCE CONNECT LIMITED as the provider of the Services and GLOBAL RESOURCE CONNECT LIMITED hereby accept such appointment on the terms and conditions of this Agreement.

3. Duration

3.1 The term of this Agreement will commence on the Effective Date and, unless terminated earlier in accordance with this Agreement, will remain in force for the Initial Term. After the Initial Term, the Agreement will automatically renew on a rolling basis unless either Party terminates it by providing notice in accordance with Clause 11 after the expiry of the Initial Term (the ‘Term’).

4. Provision of Services

4.1 GLOBAL RESOURCE CONNECT LIMITED shall perform the Services as set out in APPENDIX 2, and to the best of GLOBAL RESOURCE CONNECT Limited’s ability and shall comply with all reasonable and lawful directions given by the Client and shall give to the Client such explanations, information and assistance as may be reasonably required by the Client.

4.2 The Client agrees to manage the Individual in accordance with all good employment practices which it applies to its own employees, and to comply with all Local Laws in the Territory where i) the Client is based and the Workforce Services may be provided, and ii) where the Individual is employed by GLOBAL RESOURCE CONNECT LIMITED in connection with the Individual’s provision of the Workforce Services or where the Individual is treated as part of the Client’s Workforce. The Client agrees to apply all proper and good working practices towards the management of and interaction with the Individual, and the Client agrees to indemnify GLOBAL RESOURCE CONNECT LIMITED for any liability, loss or claim made by the Individual against GLOBAL RESOURCE CONNECT LIMITED or any GLOBAL RESOURCE CONNECT LIMITED Group company, that Global RESOURCE CONNECT LIMITED or any GLOBAL RESOURCE CONNECT LIMITED Group company may incur due to the breach of any Local Laws by the Client.

4.3 Representatives from the Client shall review and monitor the ongoing performance of the Services and the achievement of the agreed standards at regular intervals. Where the Parties identify any areas of difficulty or underachievement, they shall in good faith attempt to agree a solution, which shall then be implemented.

4.4 The Parties agrees that the Client may exercise an option to transfer on not less than 60 days’ notice (“Option to Transfer”) the employment of certain employees/resources and tangible assets used solely for the delivery of the Services (“Assets”), to the Client to expire at the end of, or after, the Initial Term. On receipt of the Option to Transfer the parties will agree the mechanism of the transfer of the Individuals and Assets and, where an Individual has been employed for less than 15 months at the date of expiry of the Option to Transfer and will transfer to the Client under the Option to Transfer, then the Client shall pay to GLOBAL RESOURCE CONNECT LIMITED:

(a) the sum of £5,000 for each Individual who has been employed for between 0 – 5 months at the date of expiry of the Option to Transfer; and

(b) the sum of £4,000 for each Individual who has been employed for more than 6 months at the date of expiry of the Option to Transfer.

4.5 Apart from any charges due pursuant to clauses 4.4 and 5, there shall be no charge for the Client to exercise such an option to transfer and:

(a) for the avoidance of doubt, there will be no double-charging for any Individuals (only extra resources requested by the Client and provided by Service Provider will result in extra charges); and/or

(b) in the event that any assets are to be transferred to the Client or a service recipient (or another incoming service provider) these may be charged at market rates (or in the case of capital assets, at their net book value).

5. Invoicing and Payment

5.1 As remuneration for providing the Services, the Client shall pay the Charges to GLOBAL RESOURCE CONNECT LIMITED in accordance with APPENDIX 2. Client shall reimburse GLOBAL RESOURCE CONNECT LIMITED for any individual holiday pay and sickness pay which GLOBAL RESOURCE CONNECT LIMITED as an employer must legally pay to the Individual. Any setup charges and deposits for

Doc ID: 0f89ed79b912a41a7c331e44fead2e13923c599d

each Individual shall be due prior to each Individual’s start date. All other Charges shall be due upon receipt of GLOBAL RESOURCE CONNECT LIMITED’s invoice. The Client shall pay all undisputed invoices within 7 days of delivery by GLOBAL RESOURCE CONNECT LIMITED.

5.2 GLOBAL RESOURCE CONNECT LIMITEDs Charges are inclusive of dealing with all costs associated with the administration of the Employment Contract, including termination, disciplinary, and compliance with all local laws.

5.3 GLOBAL RESOURCE CONNECT LIMITED may adjust the Charges annually on the anniversary of the Commencement Date to reflect an increase in the cost of Services in line with CPI subject to the following:

(a) No annual increase shall exceed 5% above CPI during the previous year; and

(b) GLOBAL RESOURCE CONNECT LIMITED shall give the Client not less than 60 days’ notice writing of the adjustment. If the Client objects to the adjustment, then then the Client shall be entitled to terminate this Agreement on not less than 60 days’ notice. Where the Client does not raise an objection under this clause 5.3 the adjustment to the Charges shall take effect.

5.3.1 GLOBAL RESOURCE CONNECT LIMITED shall submit to the Client invoices for the Charges in accordance with APPENDIX 2. The Parties shall promptly raise any queries or disputes in relation to any invoice and shall use their respective best endeavours to resolve disputes as soon as reasonably practicable. The Client shall not be entitled to withhold payment of any undisputed amounts.

5.4 Where the parties agree to any additional Services and additional Charges (as set out in APPENDIX 2which may be updated from time to time), GLOBAL RESOURCE CONNECT LIMITED shall raise invoices for the same and the Client shall settle such invoices in accordance with this Clause 5 and the APPENDIX 2.

5.5 The Charges are exclusive of V.A.T. or other relevant sales taxes which are payable by the Client and will be added to the invoice for the Services at the then current rate.

5.6 All payments must be made by the Client free of any bank or other charges, withholding, set off or other deductions.

5.7 If the Client fails to pay any sums due to GLOBAL RESOURCE CONNECT LIMITED under this Agreement as they fall due, GLOBAL RESOURCE CONNECT LIMITED may after giving notice of the Client’s default and which default is not cured within 7 days of the date of the default notice immediately:

5.7.1 terminate the Individual’s employment contract (subject to any notice provisions therein); and/or

5.7.2 charge the Client interest on the outstanding sum at the rate of 5% of the total amount of the invoice concerned per month of delay, from the date the payment became due until actual payment is made, irrespective of whether the date of payment is before or after any judgement or award in respect of the same, together with any additional termination payments which may be due to the Individual due to the early termination of that individual’s employment; and/or

5.7.3 terminate this Agreement.

5.8 Currency for Client Payment. The invoice shall be paid in GB UK pound sterling.

5.9 Currency for the Individual’s Payment. The individual shall be paid in [LOCAL CURRENCY], in the territory where the Individual is based. The Individual’s payments will be paid by GLOBAL RESOURCE CONNECT LIMITED as invoiced to Client (value, times, currency). GLOBAL RESOURCE CONNECT LIMITED’s invoice includes standard bank and exchange rate charges.

5.10 Payment Method. Payment method options will be indicated on the invoice. Our standard payment method is Go Cardless paid monthly in advance.

5.11 Disputes. To dispute any invoice, Client shall notify GLOBAL RESOURCE CONNECT LIMITED in writing within three (3) days of receipt of invoice and the parties shall negotiate in good faith to promptly resolve the dispute. Client shall pay GLOBAL RESOURCE CONNECT LIMITED all amounts not disputed by the Client on the relevant due date. For the avoidance of doubt, an Individual’s salary payment and associated employment taxes are not subject to dispute.

6. Confidentiality

6.1 GLOBAL RESOURCE CONNECT LIMITED and Client each agree not to use any Confidential Information disclosed to it by the other Party for its own use or for any purpose other than for the purposes set out in this Agreement. Neither Party shall disclose or permit disclosure of any Confidential Information of the other Party (“Disclosing Party”) to third parties or to employees of the Party receiving Confidential Information (“Receiving Party”), other than toits directors, officers, employees, consultants and professional advisors (“Representatives”) and also, to the Individuals who are required to receive the information in order to perform that Party’s authorized activities

under this Agreement. Each Party shall ensure that its Representatives and the Individuals who have access to Confidential Information of the other Party are aware of the duty of confidentiality and are subject to non-use and non-disclosure obligations and restrictions substantially similar as set out in this Agreement. Receiving Party may disclose Confidential Information to its Affiliates and to its Affiliates’ Representatives, on the basis of a need to know and subject that the Affiliate shall ensure that such Affiliates’ Representatives strictly abide by the confidentiality obligations set out in this Agreement. The Receiving Party shall be responsible and liable for the actions of its Affiliates.

6.2 Each Party agrees that it shall take all reasonable and necessary measures to protect the secrecy of and avoid disclosure or unauthorized use of Confidential Information of the Disclosing Party. Such measures shall include, but not be limited to, the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Each Party agrees to notify the other in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of the Disclosing Party which may come to the Receiving Party’s attention and to cooperate with the Disclosing Party to stop and prevent such activities.

6.3 The following shall be exempt from the provisions of Clauses 6.1 and 6.2:

6.3.1 Confidential Information which is or becomes public knowledge other than through any act or omission constituting a breach of the recipient’s obligations under this Agreement: (b) Confidential Information which the Recipient can prove by documentary evidence to the Disclosing Party was already in the Recipient’s possession and at the Recipient’s free disposal before its disclosure by the Disclosing Party; and

6.3.2 Confidential Information received in good faith from a third party having no obligation of confidentiality and which is free to disclose such Confidential Information.

6.4 The Confidential Information shall always remain the property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any rights to the Receiving Party in relation to the Confidential Information. In particular, no licenses to patents, inventions, know-how, trademarks or copyrights are implied or granted under this Agreement save insofar as required for the performance of the Services. For the avoidance of doubt, any and all intellectual property rights embodied in the Confidential Information disclosed by the Disclosing Party pursuant to this Agreement shall belong to and be the absolute property of the Disclosing Party or such third party as may have rights therein.

6.5 Upon termination of this Agreement, any materials or documents that have been provided by one Party to the other in connection with the Purpose shall be promptly returned or destroyed, as far as technically permissible, by the Receiving Party, accompanied by all copies of such documentation. Save for any information required to be retains for regulatory purposes, the Receiving Party shall not retain any Confidential Information or any copies, summaries or notes thereof.

7. Intellectual Property

7.1 In this Clause 7, “Intellectual Property Rights” means any and all intellectual property rights of any nature anywhere in the world whether registered, registerable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business name, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature.

7.2 Each Party acknowledges and agrees that all Intellectual Property Rights of the other Party existing at the date of this Agreement are and shall remain the exclusive property of the other Party and it has no right, title or interest and shall not acquire any right, title or interest in or to them.

7.3 GLOBAL RESOURCE CONNECT LIMITED shall assign to the Client, with full title guarantee and free from all third-party rights, all Intellectual Property Rights developed or created for the Client in the performance of the Services.

Doc ID: 0f89ed79b912a41a7c331e44fead2e13923c599d

7.4 Talent shall obtain waivers of all moral rights in the Intellectual Property Rights developed or created for the Client in the performance of the Services to which any Individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.

7.5 GLOBAL RESOURCE CONNECT LIMITED shall, promptly at the Clients’ request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Client may from time to time require for the purpose of securing for the Client all right, title and interest in and to the Intellectual Property Rights assigned to the Client in accordance with clause 7.3

8. Data Protection

8.1 The Parties shall comply with the provisions of the Data Protection Act 2018 (“Addendum”) and the General Data Protection Legislation 2018 (“Data Protection Laws”) and any equivalent legislation or regulations in any relevant jurisdiction.

8.2 Neither Party shall, by any act or omission cause the other Party to breach any data protection laws in connection with this Agreement.

8.3 Whenever either Party processes Personal Data (as defi ned in the Addendum) on behalf of the other Party, the processing Party shall:

8.3.1 process the Personal Data only for the purposes of performing this Agreement and only in accordance with instructions contained in this Agreement or received from the other Party from time to time.

8.3.2 at all times comply with the provisions of Addendum.

8.3.3 ensure that only those of their staff who need to have access to the Personal Data are granted access to such data and only for the purposes of the performance of this Agreement and all of their staff required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this Clause 8;

8.3.4 not publish, disclose or divulge any of the Personal Data to any third party (including for the avoidance of doubt the Data Subject (as defi ned in the Addendum) itself) unless directed to do so inwriting by the other Party provided always that GLOBAL RESOURCE CONNECT LIMITED shall publish, disclose or divulge Personal Data for the purposes of providing the Services as contemplated by this Agreement.

8.4 GLOBAL RESOURCE CONNECT LIMITED shall comply with its obligations under the Data Protection Laws in connection with the processing of any data either in connection with the Client or the Individual.

9. Liability

9.1 Nothing in this agreement will limit or exclude a Party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misstatement or any other matters in respect of which it would be unlawful for a Party to exclude or limit its liability.

9.2 Subject to Clause 9.1 but notwithstanding any other term of this Agreement, neither Party will be liable to the other for i) any direct or indirect loss of revenue or profit; ii) any economic loss; or iii) any consequential or indirect loss whatsoever and howsoever caused arising out of all in connection with this Agreement or in connection with the provision of the Services or the Workforce Services.

9.3 Each Party shall indemnify the other and keep the other fully and effectively indemnify ed on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent actor omission or breach of this Agreement by that Party.

9.4 The Client agrees to indemnify GLOBAL RESOURCE CONNECT LIMITED for any claims, disputes or liabilities which GLOBAL RESOURCE CONNECT LIMITED may incur due to the actions of the Client regarding the Individual or in connection with the Workforcerelationship between the Client and the Individual. For the avoidance of doubt, this indemnity shall not apply where any claim, dispute or liability arises from the acts or omissions of GLOBAL RESOURCE CONNECT LIMITED.

9.4 GLOBAL RESOURCE CONNECT LIMITED shall have no liability to the Client in connection with the actions of the Individuals regarding the provision of the Workforce Services by the Individual which shall be managed directly between the Client and the Individual.

Doc ID: 0f89ed79b912a41a7c331e44fead2e13923c599d

9.5 Without prejudice to clauses 9.1 or 9.2, either party’s total liability arising under or in connection with this Agreement, save in the event of an indemnity from one party to the other, whether arising in contract, tort(including negligence), or restitution, or for breach of statutory duty or misrepresentation or likewise, will in all circumstances be limited in respect of all claims arising under this Agreement to a maximum amount equal to the aggregate Charges paid by the Client to GLOBAL RESOURCE CONNECT LIMITED, for the GLOBAL RESOURCE CONNECT LIMITED Services (excluding any Charges or payments for amounts used to reimburse GLOBAL RESOURCE CONNECT LIMITED for payments to the Individuals) in the6 months prior to any claim.

10. Employing GLOBAL RESOURCE CONNECT LIMITED’s team directly

10.1 Should the Client employ or engage any employee of GLOBAL RESOURCE CONNECT LIMITED or any GLOBAL RESOURCE CONNECT LIMITED Affiliate or group company, excluding the Individuals, during the term of this Agreement or within twelve (12) calendar months of the date of termination of this Agreement, then (save where consent to direct employment is given by an authorised director of GLOBAL RESOURCE CONNECT LIMITED) the Client shall pay to GLOBAL RESOURCE CONNECT LIMITED a placement fee equal 12 months employment salary paid by GLOBAL RESOURCE CONNECT LIMITED to the employee or £25,000 whichever is the greater.

11. Termination

11.1 The TS3, TS6, and TS12 agreements automatically renew unless notice is given, as follows:

11.1.1 The TS3 agreement may be terminated by either Party with a minimum of 1 (one) month written notice prior to the end of the contractual period for the TS3 agreement.

11.1.2 The TS6 agreement may be terminated by either Party with a minimum of 1 (one) month written notice prior to the end of the contractual period for the TS6 agreement.

11.1.3 The TS12 agreement may be terminated by either Party with a minimum of 1 (one) month written notice prior to the end of the contractual period for the TS12 agreement.

11.2 This Agreement may be terminated by either Party forthwith on giving notice in writing to the other Party:

11.2.1 shall have a liquidator, receiver, administrative receiver or administrator appointed or shall pass resolution for winding-up or a court of competent jurisdiction shall make an order to that effect or if the other Party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease to carry on business.

11.2.2 is in material breach of the terms of this Agreement and has failed to remedy such breach (in the case of a breach capable of remedy) within i) 7 days in the case of non-payment or ii) 30 days for any other breaches, of receiving a written notice requiring it to do so.

11.2.3 commits any serious breach or repeats or continues after written warning any serious breach of its obligations hereunder.

11.3 The termination rights under clause 11.1 and 11.2 do not prohibit the Client from reducing the number of Individual’s employed on behalf of the Client by GLOBAL RESOURCE CONNECT LIMITED subject that the Individual’s employment notice periods have been adhered to by the Client in accordance with Local laws, and that GLOBAL RESOURCE CONNECT LIMITED is fully reimbursed for all the Individual’s termination and redundancy charges.

11.4 The Client’s obligation to pay unpaid invoices and GLOBAL RESOURCE CONNECT LIMITED’s remedies for non-payment survive termination of this Agreement. In the event of termination by either party, GLOBAL RESOURCE CONNECT LIMITED shall terminate the employment of any Client Individual by giving appropriate notice (in accordance with local laws and the terms of any employment contract) and the terms of this Agreement shall continue to apply until such time as the Individual is no longer employed.

11.5 The client is not obligated, nor contracted to the candidate for the periods of which the TS3, TS6 and TS12packages relate to. The notice periods of the candidates on project-based contracts are 1 weeks’ notice if worked for the client between 0-6 months, 2 weeks’ notice if having worked 6-12 months, 4 weeks’ notice if worked for the client 12 months+. In a scenario where a candidate has been managed out of the business, the fees for salaries post notice periods are no longer chargeable to the client and it drops down to only Global RESOURCE CONNECT LIMITEDs monthly EOR fee. GLOBAL RESOURCE CONNECT LIMITED then have an SLA to provide a new candidate shortlist within 7days of the candidate leaving.

12. Notices Doc ID: 0f89ed79b912a41a7c331e44fead2e13923c599d

Any notice required to be given hereunder shall be in writing and shall be deemed to be duly served if delivered or sent by recorded post or courier to the registered office of each party or such other address as may be notified for this purpose. Any such notice shall be deemed to be served at the time when the same is handed to or left at the address of the Party so served. Notice by email is accepted and is deemed served at the time of receipt.

13. Continuation of Agreement

The expiry or earlier termination of this Agreement shall not operate to affect such of the provisions which are intended to operate or have effect after such expiry or termination (including, without limitation, provisions of Clauses 4.2, 5, 6, 7, 8, 9, 10, 11, 14, and 17).

14. Entire Agreement

Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently and whether made by or on behalf of GLOBAL RESOURCE CONNECT LIMITED or by any other person, including any other member of the Group) other than as expressly set out in this Agreement. Accordingly, this Agreement constitutes the entire agreement between the PARTIES and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter. Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.

15. Assignment

Neither Party shall be entitled to assign or transfer this Agreement or any interest herein without the prior consent in writing of the other Party.

16. Variation

This Agreement shall not be varied unless such variation shall be expressly agreed to in writing by both Parties.

17. Waiver

No forbearance, delay or indulgence by either Party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that Party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either Party is exclusive of any other right, power or remedy available to that Party and each such right, power or remedy shall be cumulative.

18. Severability

Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect.

19. Counterparts

This Agreement may be executed in any number of counterparts and by the parties on separate counterparts but shall not be effective unless each party has executed at least one counterpart and such counterparts shall together constitute one instrument.

20. South African Government Incentives

In the event GLOBAL RESOURCE CONNECT LIMITED is able to obtain Government Incentives for the recruitment and/or training of staff is agreed that any benefit from these incentives will be shared with the client.

21. Governing Law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

22. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Doc ID: 0f89ed79b912a41a7c331e44fead2e13923c599d

APPENDIX 1: DATA PROCESSING ADDENDUM

Updated May 2022

This Data Processing Addendum (“Addendum”) is incorporated into and forms a part of the agreement between GLOBAL RESOURCE CONNECT LIMITED (“GLOBAL RESOURCE CONNECT LIMITED“) and Client Company that governs i) GLOBAL RESOURCE CONNECT LIMITED’s access to and use of the Client’s PII data (Personal Identifi able Information) in connection with GLOBAL RESOURCE CONNECT LIMITED’s provision of the Services to the Client and ii) Client’s access to and use of PII data in connection with the Individual provided by GLOBAL RESOURCE CONNECT LIMITED to the Client Company GLOBAL RESOURCE CONNECT LIMITED’s access to and use of the Client’s PII data in connection with GLOBAL RESOURCE CONNECT LIMITED’s provision of Services (“Agreement”). All capitalized terms that are not expressly defi ned in this Addendum will have the meanings given to them in the Agreement.

Definitions

In this Addendum, the following terms (and derivations thereof) have the meanings set out below:

“Controller” means the individual or entity that determines the purposes and means of the Processing of Personal Data.

“Client Personal Data” means Personal Data pertaining to Client’s users, employees, or Colleagues Processed by GLOBAL RESOURCE CONNECT LIMITED. The Client Personal Data and the specific c uses of the Client Personal Data are detailed in Annex 1 attached hereto, as required by the GDPR.

“Data Protection Laws” means, to the extent applicable to a Party, the data protection or privacy laws of any country regarding the Processing of Client Personal Data.

“Personal Data” shall have the meaning assigned to the terms “personal data” or “personal information “under applicable Data Protection Law(s).

“Process” means any operation or set of operations performed upon Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, alignment, combination, restriction, erasure, destruction or disclosure by transmission, dissemination or otherwise making available.

“Processor” means the individual or entity that Processes Client Personal Data on behalf of Controller subject to this addendum.

“Security Incident(s)” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Client Personal Data Processed by GLOBAL RESOURCE CONNECT LIMITED.

“Services” means any and all services or applications provided or controlled by GLOBAL RESOURCE CONNECT LIMITED.

“Third Party(ies)” means GLOBAL RESOURCE CONNECT LIMITED’s authorized contractors, agents, vendors and third-party service providers that Process Client Personal Data.

“Subprocess or” means any individual or entity (including any third party but excluding GLOBAL RESOURCE CONNECT LIMITED Personnel) appointed by or on behalf of GLOBAL RESOURCE CONNECT LIMITED to Process Client Personal Data in connection with the Agreement.

“Supervisory Authority” means an independent competent public authority established or recognized under Data Protection Laws.

“User” means any individual authorized or invited by Client or another User to access and use the online Services under the terms of the Agreement.

Roles of Parties

Client and GLOBAL RESOURCE CONNECT LIMITED agree that, as between the Parties, Client is a Controller and GLOBAL RESOURCE CONNECT LIMITED is a Processor of Client and Client User’s Personal Data, and that each Party is solely responsible for its compliance with Data Protection Laws applicable to it and for fulfilling any of its related obligations to third parties, including Data Subjects and Supervisory Authorities.

Doc ID: 0f89ed79b912a41a7c331e44fead2e13923c599d

Client as Controller.

Client is solely responsible for the accuracy of and the legality of the means by which Client acquires and transfers Personal Data. The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to GLOBAL RESOURCE CONNECT LIMITED or lawful collection of the Personal Data by the Provider on behalf of the Client for the duration and purposes of this Agreement.

GLOBAL RESOURCE CONNECT LIMITED as Processor.

GLOBAL RESOURCE CONNECT LIMITED will Process Client Personal Data only:

As instructed by Client in writing or as initiated by Users via an online Service.

As necessary to provide the Services and prevent or address technical problems with an online Service or violations of the Agreement or this Addendum; or

As required by applicable law.

GLOBAL RESOURCE CONNECT LIMITED will Process Client Personal Data only:

Access Client Personal Data only to the extent necessary to perform GLOBAL RESOURCE CONNECT LIMITED’s Processing obligations under this Addendum and the Agreement.

Are bound by confidentiality obligations with respect to Client Personal Data substantially as protective as those set forth in this Addendum and the Agreement; and

Are subject to appropriate training relating to the Processing of Client Personal Data.

GLOBAL RESOURCE CONNECT LIMITED will not disclose Client Personal Data to a third party for monetary or other consideration except as otherwise permitted under this Addendum or the Agreement.

GLOBAL RESOURCE CONNECT LIMITED agrees to provide reasonable assistance at Client’s expense to where in the Client’s judgment a data protection impact assessment and/or consultation with Supervisory Authorities is necessary.

Security

GLOBAL RESOURCE CONNECT LIMITED will implement and maintain technical, physical, and organizational measures and controls designed to protect and secure Client Personal Data. Such measures shall be designed to include:

Pseudonymisation of Client Personal Data where appropriate, and encryption of Client Personal Data transit and at rest.

The ability to ensure the ongoing confidentiality, integrity, availability of GLOBAL RESOURCE CONNECT LIMITED’s Processing and Client Personal Data.

The ability to restore the availability and access to Client Personal Data in the event of a physical or technical incident.

A process for regularly testing, assessing and evaluating the effectiveness of the GLOBAL RESOURCE CONNECT LIMITED’s Information Security Program to ensure the security of Client Personal Data from reasonably suspected actual accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access.

Client acknowledges that, through its Users, Client: (a) controls the type and substance of Client Personal Data; and (b) sets User permissions to access Client Personal Data; and therefore, Client is responsible for reviewing and evaluating whether the documented functionality of an online Service meets Client’s required security obligations relating to Client Personal Data under Data Protection Laws.

Security Incident

GLOBAL RESOURCE CONNECT LIMITED will investigate and, as necessary, mitigate or remediate a Security Incident in accordance with GLOBAL RESOURCE CONNECT LIMITED’s security incident policies and procedures.

GLOBAL RESOURCE CONNECT LIMITED agrees to provide prompt written notice without undue delay and within the time frame required under Applicable Data Protection Law(s) to Client upon becoming aware that a Security Incident has taken place. Such notice will include all available details required under applicable Data Protection

Doc ID: 0f89ed79b912a41a7c331e44fead2e13923c599d

Law(s) for Client to comply with its own notify cation obligations to regulatory authorities or individuals affected by the Security Incident.

Third Parties and Subprocesses

While providing the Services, you authorize GLOBAL RESOURCE CONNECT LIMITED to use Third Parties to Process the Personal Data, and additionally, you authorize the Third Parties to engage Subprocesses to Process the Personal Data. GLOBAL RESOURCE CONNECT LIMITED’s use of any specific Third Party or Subprocess to process the Personal Data must be in compliance with Data Protection Legislation and must be governed by a contract between GLOBAL RESOURCE CONNECT LIMITED and Third Party (and their Subprocesses) that requires comparable protections to this Data Processing Addendum.

GLOBAL RESOURCE CONNECT LIMITED will provide upon written request details of GLOBAL RESOURCE CONNECT LIMITED’s agreements with Third Parties that Process your Personal Data. Please note all terms unrelated to the Standard Contractual Clauses will be stricken. If after review, you object to the appointment of a particular Third Party (or sub processor), you may terminate this agreement in accordance with our Terms of Service, if applicable.

Data Subject Requests

GLOBAL RESOURCE CONNECT LIMITED will provide Client access to Client Personal Data via the online Services to allow Client to respond to Data Subject requests relating to Client Personal Data.

To the extent needed, GLOBAL RESOURCE CONNECT LIMITED agrees to provide reasonable assistance to Client related to any requests from individuals exercising their rights in Personal Data granted to them under Applicable Data Protection Laws. At Client’s request and without undue delay, GLOBAL RESOURCE CONNECT LIMITED agrees to assist Client in answering or complying with any request in so far as it is possible.

Should GLOBAL RESOURCE CONNECT LIMITED receive a request directly from a Data Subject relating to Client Personal Data, GLOBAL RESOURCE CONNECT LIMITED will notify Client in writing without undue delay.

Data Storage and Deletion

GLOBAL RESOURCE CONNECT LIMITED will not store or retain any Client Personal Data except as necessary to perform the Services under the Assignment Agreement. You understand and agree that as of the Effective Date, GLOBAL RESOURCE CONNECT LIMITED stores Personal Data in the following countries to which you hereby consent: United States; and United Kingdom.

At the termination of the Assignment Agreement and the expiration of any required retention period, GLOBAL RESOURCE CONNECT LIMITED will securely destroy or remove identifying data from all copies of Client Personal Data (including automatically created archival copies). Upon Client’s request, GLOBAL RESOURCE CONNECT LIMITED will provide Client a “Certify cate of Deletion.”

Audit Rights

Right to Audit.

GLOBAL RESOURCE CONNECT LIMITED shall make available to Client and its regulators all information necessary to demonstrate compliance with Applicable Data Protection Laws and this Addendum. Client and its regulators shall have the right to inspect GLOBAL RESOURCE CONNECT LIMITED’s architecture, systems, and documentation which are relevant to the security and integrity of Client Personal Data, or as otherwise required by a governmental regulator.

Audit Results.

After conducting an audit, Client shall provide GLOBAL RESOURCE CONNECT LIMITED the complete audit report. To the extent, the report identify es areas GLOBAL RESOURCE CONNECT LIMITED does not comply with any of the applicable security, confidentiality or privacy obligations or Applicable Data Protection Laws herein, GLOBAL RESOURCE CONNECT LIMITED shall make any necessary changes to ensure compliance with such obligations at its own expense and without unreasonable delay and shall notify Client when such changes are complete.

International Transfers

Cross-Border Transfers of Personal Data

. Client authorizes GLOBAL RESOURCE CONNECT LIMITED and its Third Parties to

transfer Client Personal Data across international borders, including from the UK to South Africa. Any cross-border transfer of Client Personal Data must be supported by an approved adequacy mechanism.

Miscellaneous Terms

Duration and Survival.

This Addendum will become legally binding upon the Effective Date of the EOR Agreement. GLOBAL RESOURCE CONNECT LIMITED’s obligations and Client’s rights under this Addendum will continue in effect so

Doc ID: 0f89ed79b912a41a7c331e44fead2e13923c599d

long as GLOBAL RESOURCE CONNECT LIMITED Processes Client Personal Data. GLOBAL RESOURCE CONNECT LIMITED will Process Client Personal Data until the relationship terminates as specified in the Assignment Agreement.

Construction.

In the event of any conflict between this Addendum and any other written agreement between the Parties, this Addendum will govern and control. Any data processing agreements that may already exist between Parties are superseded and replaced by this Addendum in their entirety. Unless otherwise expressly stated herein, this Addendum may be modified only by a written agreement executed by an authorized representative of each Party. The waiver of any breach of this Addendum will be effective only if in writing, and no such waiver will operate or be construed as a waiver of any subsequent breach.

Enforcement

. Regardless of whether Client or its affiliate(s) or a third-party is a Controller of Client Personal Data, unless otherwise required by law: (a) only Client will have any right to enforce any of the terms of this Addendum against GLOBAL RESOURCE CONNECT LIMITED; and (b) GLOBAL RESOURCE CONNECT LIMITED’s obligations under this Addendum, including any applicable notifications, will be to only Client.

Liability

. As between the Parties to this Addendum, each Party’s liability and remedies under this Addendum are subject to the aggregate liability limitations and damages exclusions set forth in the Agreement.

Variations in Data Protection Laws.

If any variation is required to this Addendum because of a change in or subsequently applicable Data Protection Law, then either Party may provide written notice to the other Party of that change in law. The Parties will then discuss and negotiate in good faith any variations to this Addendum necessary to address such changes, with a view to agreeing and implementing those or alternative variations as soon as practicable, provided that such variations are reasonable with regard to the functionality and performance of the Services and GLOBAL RESOURCE CONNECT LIMITED’s business operations.

Reservation of Rights.

Notwithstanding anything to the contrary in this Addendum: (a) GLOBAL RESOURCE CONNECT LIMITED reserves the right to withhold information the disclosure of which would pose a security risk to GLOBAL RESOURCE CONNECT LIMITED or its Clients or is prohibited by applicable law or contractual obligation; and (b) GLOBAL RESOURCE CONNECT LIMITED’s notifications, responses, or provision of information or cooperation under this Addendum are not an acknowledgement by GLOBAL RESOURCE CONNECT LIMITED of any fault or liability.

GLOBAL RESOURCE CONNECT LIMITED as Controller.

GLOBAL RESOURCE CONNECT LIMITED may collect Personal Data directly from Individuals (which may be duplicative of Client Personal Data) in accordance with GLOBAL RESOURCE CONNECT LIMITED’s internal policies and publicly posted privacy policy, and nothing in this Addendum will prohibit GLOBAL RESOURCE CONNECT LIMITED from Processing such Personal Data as a Controller under Data Protection Laws, provided that GLOBAL RESOURCE CONNECT LIMITED conspicuously notifies such Data Subjects that such information will be handled in accordance with GLOBAL RESOURCE CONNECT LIMITED’s Privacy Notice.

ANNEX 1: Details of Processing of Client Personal Data

Subject Matter of Processing

Services pursuant to the Offshore Employment of Records Agreement.

Nature and Purpose of Processing

Processing employment and payroll related data provided or uploaded by the Client to GLOBAL RESOURCE CONNECT LIMITED’s employment management SaaS application, for GLOBAL RESOURCE CONNECT LIMITED to perform the Services pursuant the Placement Agreement.

Duration of Processing

Processing will continue until the expiration or termination of the Agreement.

Categories of Data Subjects

Prospects, customers, business partners and vendors of Client (who are natural persons)

Employees, Assigned Colleagues, Agents, Contractors, Clients, Advisors, Investors, Business Partners, and Vendors

Employees, Assigned Colleagues, Agents, Contractors, and Advisors of Client

Client’s users authorized by Client to use the Services

Doc ID: 0f89ed79b912a41a7c331e44fead2e13923c599d

Types of Personal Information

First and last name

Sex

Title

Position

Employer

Education

Citizenship

Religion

Political Affiliation

Labor Union Membership

Contact information (company, email, phone, physical business address)

Identifi cation Data (notably email addresses, and phone numbers)

Electronic identification data (notably IP addresses and mobile device IDs)

APPENDIX 2 – DETAILS OF OFFSHORE RECRUITMENT AND EMPLOYMENT SERVICES & CHARGES

Offshore Employment Services:

1.

GLOBAL RESOURCE CONNECT LIMITED will employ, payroll and set up all HR processes for specific professionals as requested by the Client.2.

The Client will be responsible for daily supervision of the Individual.3.

GLOBAL RESOURCE CONNECT LIMITED will record annual leave, but this must be preauthorised by the Client in writing and updated by the Individual to GLOBAL RESOURCE CONNECT LIMITED.4.

GLOBAL RESOURCE CONNECT LIMITED will be wholly responsible for all employment related payments to the Individuals including holiday pay and any termination or redundancy charges.5.

The Client will be wholly responsible for all reimbursement of all employment related payments to Global RESOURCE CONNECT LIMITED for the employment of the Individuals including holiday pay and any termination redundancy charges.

GLOBAL RESOURCE CONNECT LIMITED to work based on brief provided by the Client to carry out requirements

The Client will inform GLOBAL RESOURCE CONNECT LIMITED of any HR decisions with a minimum of 72 hours’ notice in writing before this is required to be implemented by GLOBAL RESOURCE CONNECT LIMITED.

Employer of Record Service

Employer of Record services will be provided at the rates specific ed in the Appendices below. Please keep in mind that the GLOBAL RESOURCE CONNECT LIMITED Charges are only part of what the Client will pay each month. The total cost of employment (“TCE”) is the Individual’s Monthly Salary + Employer Contributions + GLOBAL RESOURCE CONNECT LIMITED Charges.

In the performance of the Services GLOBAL RESOURCE CONNECT LIMITED will act properly as a reasonable employer of the Individual and in accordance with all local laws where the Individual is employed and will apply Client’s policies and procedures to ensure consistency between the Individual and other employees of Client’s companies, including for example utilising Client’s grievance and disciplinary processes.

Any employment of any Individual shall be subject always to that Individual entering into a Confidentiality and data privacy compliance agreement in an agreed form with the Client.

Payment Terms

Charges shall be confirmed via email and agreed by the Client prior to start date of each relevant Individual.

Payment will be paid month in advance via Go Cardless or where agreed invoices to be raised monthly and must be paid in full within 7 days of the date of invoice for employees to be paid on the 28th

Doc ID: 0f89ed79b912a41a7c331e44fead2e13923c599d

day of each month.

GLOBAL RESOURCE CONNECT LIMITED reserves the right, on an annual basis, to increase the price of the GLOBAL RESOURCE CONNECT LIMITED Service Fee provided but on the understanding that such charges cannot be increased in relation to any Individual until that Individual has provided Workforce Services to the Client for a period equal to or more than 2(two) calendar years.

The Individual’s annual leave will accrue monthly but will be held in reserve for payment to the employee upon request by the Client. Any surplus will be disbursed to the employee in the final monthly payment and reimbursed to GLOBAL RESOURCE CONNECT LIMITED accordingly. Annual leave entitlement is based on a standard of 15 days holiday per annum, exclusive of UK Bank holidays unless stated otherwise.

Sickness pay is payable in line with local SA HR requirements.

All Charges will be invoiced in GBP Pounds (£)

Exchange rate: GLOBAL RESOURCE CONNECT LIMITED will pay the Individuals in local currency. GLOBAL RESOURCE CONNECT LIMITED will invoice the Client in UK GBP Pounds (£). The Charges shall be converted from [SA RAND CURRENCY] to [UK GBP £], using the published daily rate of exchange of a running three-year average, which shall be applied effective on the relevant date of receipt of payment by the Client.

EOR Fee: This fee is charged for the entire duration of the contract, regardless of whether the employee is still employed or not.

Contract Commencement: The contract starts when you accept the proposal.

Termination: Either party can end the contract by providing a minimum of 1 month’s written notice before the end of the contractual period. This applies to agreements of lengths TS3, TS6, or TS12.

Employee Leaving: If the employee leaves the contract before its completion, GLOBAL RESOURCE CONNECT LIMITED must provide the client with a shortlist of at least 3 replacement candidates within 10 days after the employee’s departure date.

* By Signing this Agreement, GLOBAL RESOURCE CONNECT LIMITED also agrees to all from the date signed.