# BUSINESS CONSULTING SERVICES AGREEMENT
## Important warning
This fictional, unsigned agreement is a detailed illustration and is not legal, tax, employment or regulatory advice. The parties must check whether the engagement falls within IR35, employment or agency rules, whether a data-processing agreement is needed, and whether the work touches regulated financial, medical, safety or public-sector activity. A forecast is not a guarantee, and acceptance of a deliverable is not approval of a decision made using it. Names, dates, figures, addresses and project data are fictional.
Date: 3 January 2027
## 1. Parties and engagement
(1) Peregrine Homewares Limited, company number 08219540, registered office 44 Market Road, Nottingham NG1 6HL, is the Client.
(2) Juniper Operations Consulting Limited, company number 11570628, registered office 19 Station Approach, Derby DE1 2RA, is the Consultant.
The Client engages the Consultant from 10 January 2027 to 30 June 2027 to review warehouse operations, recommend improvements and support implementation at the Client's Nottingham and Leicester sites. The Consultant accepts as an independent business. It controls the manner and sequence of its work, subject to agreed outcomes, site safety and reasonable Client policies. Nothing creates employment, partnership, joint venture or authority to incur a liability for the Client.
## 2. Services and milestones
The Consultant will provide the services in Schedule 1 with reasonable care, skill and diligence expected of a competent UK operations consultancy. Milestone 1 is a baseline report due 31 January 2027; Milestone 2 is a future-state process map and implementation plan due 28 February 2027; Milestone 3 is a pilot report due 31 May 2027; and Milestone 4 is a final benefits and handover report due 30 June 2027. The Consultant will attend one steering meeting every fortnight and provide a written action log within two working days after each meeting.
The Client will provide access to relevant staff, non-production data, reasonable site access, decisions and safe workspace. It will appoint Sophie Elaine Marsh, Operations Director, as project owner. A Client delay extends a milestone by the affected period plus reasonable remobilisation time, provided the Consultant gives prompt notice and mitigates. The Consultant must not stop critical work without first escalating a material dependency.
## 3. Fees, VAT and expenses
The fixed professional fee is £72,000.00 plus VAT if chargeable, paid in four equal milestone instalments of £18,000.00 on acceptance of each milestone invoice. At an illustrative VAT rate of 20 per cent, each invoice is £3,600.00 VAT and £21,600.00 gross; all four invoices total £72,000.00 net, £14,400.00 VAT and £86,400.00 including VAT. A change in VAT rate changes the tax amount and not the net fee. If the Client reasonably rejects a deliverable for a material failure to meet the acceptance criteria, the Consultant will correct it once at no extra fee.
The Client will pay a valid undisputed invoice within 30 days. Invoices must identify the milestone, period, net fee and VAT. The Consultant may charge simple interest on late undisputed sums at 4 per cent above the Bank of England base rate, subject to applicable late-payment law. Travel, accommodation and other expenses require prior written approval and are charged at cost against receipts; the approved travel budget is £4,800.00 excluding VAT, and the Consultant must not exceed it without a signed change order.
## 4. Acceptance and change control
A deliverable meets the acceptance criteria if it is materially complete, internally consistent, based on the information supplied and usable for the purpose in Schedule 1. The Client has 10 working days after delivery to accept it or give a reasoned rejection identifying material defects. If it does neither, the deliverable is deemed accepted for invoicing, without limiting a latent defect claim. The Client's operational decision remains its responsibility and the Consultant does not warrant a particular saving.
Either party may request a change. The Consultant will provide a written impact note stating revised scope, fee, assumptions and timetable. No change is binding until both authorised representatives sign it. If urgent work is requested orally, it is time and materials at the agreed day rate of £1,200.00 only if confirmed in writing within two working days. The original scope continues while a change is being considered unless safety or law requires a pause.
## 5. Personnel, subcontractors and independence
The Consultant will provide Daniel Edward Holt as lead consultant and may substitute a person with equivalent competence after reasonable notice. It remains responsible for its personnel and any approved subcontractor. A subcontractor may access Client confidential information only under written duties at least as protective as this agreement. The Consultant is responsible for its corporation tax, National Insurance, insurance, equipment and benefits and will indemnify the Client for its own payroll and tax liabilities, except to the extent caused by the Client's act.
The Client will provide site induction and safe access. The Consultant will follow reasonable health and safety, information-security and visitor rules that do not materially alter the bargain. It may work remotely from Derby and need not work set hours, but must attend the four agreed site workshops and provide the services by the milestones. The parties will review status monthly without creating a right to control employment-style performance.
## 6. Intellectual property and data
Each party retains materials owned before this agreement. On payment of the relevant invoice, the Consultant assigns to the Client the copyright in reports, process maps and other materials created specifically as Deliverables, excluding its reusable templates, methodologies, generic know-how, software and skills. The Consultant grants the Client a perpetual, worldwide, royalty-free licence to use those retained materials embedded in a Deliverable for the Client's internal business and to share them with its professional advisers and group companies.
The Client warrants that it has a lawful basis to provide personal data. The Consultant will process only the minimum data needed for the services, follow documented instructions and not use data for model training or its own marketing. Where it acts as a processor, the parties will sign terms meeting UK GDPR Article 28, including confidentiality, security, subprocessor approval, assistance with rights requests and deletion or return. A suspected personal-data breach must be notified without undue delay and, where practicable, within 24 hours of confirmation. The Consultant may use anonymised aggregate operational metrics that cannot identify the Client or an individual.
## 7. Confidentiality and publicity
Confidential Information includes the Client's sales, staffing, supplier, pricing, security and warehouse data and the Consultant's methods and pricing. A recipient must protect it with at least reasonable security, use it only for this agreement and disclose it only to personnel or advisers who need to know and owe equivalent duties. Legal compulsion is permitted after notice where lawful. The obligation lasts five years after termination and indefinitely for trade secrets while they remain secret.
Neither party may issue a press release, publish a case study or use the other's name or logo without prior written approval. This does not prevent a disclosure required by law, a regulator or a professional insurer. The Consultant must not contact the Client's customers or suppliers for unrelated marketing using information learned through the project. The Client may disclose paid Deliverables to its group companies and auditors, subject to confidentiality.
## 8. Liability and insurance
Neither party excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, breach of confidentiality, infringement of the other party's intellectual property, or any liability that cannot lawfully be excluded. Subject to those exceptions, the Consultant's aggregate liability is capped at £144,000.00, twice the net fixed fee, and the Client's aggregate liability is capped at the same amount. Neither party is liable for indirect loss, loss of profit or loss of opportunity, but the Consultant remains liable for a direct reasonable cost of correcting a defective Deliverable within the agreed scope.
The Consultant will maintain professional indemnity insurance of at least £1,000,000, public liability of at least £2,000,000 and employers' liability where required by law, and provide evidence on reasonable request. Insurance does not cap liability and is not a substitute for it. The Client remains responsible for its premises, production decisions, data accuracy and the safety of its employees.
## 9. Termination and exit
Either party may terminate for convenience on 30 days' written notice. Either may terminate immediately if the other becomes insolvent, commits a material breach not remedied within 15 working days after notice, or continuing would be unlawful. On termination, the Consultant will deliver completed and paid-for work, return or securely delete Client data, provide a status and risk log, and reasonably transfer work in progress for up to 20 hours at no additional fee; further transition is at £1,200.00 per day under a written request.
The Client will pay fees for accepted Deliverables, properly performed work in progress and approved expenses up to termination, subject to any valid set-off or remedy. If the Client terminates for the Consultant's unremedied material breach, it need not pay for the materially defective part and may recover reasonable direct completion costs subject to the liability clause. Clauses concerning payment, IP, confidentiality, data, liability, records and law survive.
## 10. General, notices and signatures
This agreement and its schedules are the entire agreement and supersede the proposal dated 12 December 2026, except for liability for fraud. A variation must be written and signed. Assignment requires consent, but the Client may assign to a group company or purchaser of substantially all its business if the assignee can perform; the Consultant remains liable for pre-assignment breaches. Invalid terms are severed and no informal conversation waives a right.
Notices must be written and sent by hand, recorded post or email to the addresses above. An email received without a delivery-failure message before 5.00 pm on a working day is deemed received that day. The law of England and Wales governs and the courts of England and Wales have exclusive jurisdiction, subject to mandatory law.
Signed for Peregrine Homewares Limited: ____________________ Name: Sophie Elaine Marsh, Operations Director Date: __________
Signed for Juniper Operations Consulting Limited: ____________________ Name: Daniel Edward Holt, Director Date: __________
## Schedule 1 — deliverables and acceptance criteria
The baseline report will analyse 12 weeks of order-line data, five process interviews at each site, pick-rate observations and a risk register. The process map will identify receiving, put-away, picking, packing, returns and dispatch, with owners, dependencies and a costed sequence. The pilot will cover one Nottingham packing line for four weeks and report throughput, error rates, training time and safety observations. The final report will compare the baseline with the pilot, state assumptions, identify benefits that are measured rather than guaranteed, and include a 90-day handover plan. The Client will not treat a projected £180,000.00 annual gross opportunity as a guaranteed saving; it is a scenario based on 15 per cent of an estimated £1,200,000.00 annual avoidable operating cost and must be validated by the Client.