These Platform Services, Commercial Agency and Standard Engagement Terms (Platform Terms or these Terms) govern access to the ArkaTal platform, Arkatal's disclosed commercial agency and the independent business-to-business engagements arranged through it. They contain separate contracts with separate parties. Arkatal may conclude an authorised service transaction and invoice, collect and remit the supplier's receivable as disclosed agent, but does not become the service supplier, employer, customer, performance guarantor or principal party to the Engagement.

CONTRACT STRUCTURE

Part I - Platform Services and Commercial Agency Terms, clauses 1-20: a separate contract between Arkatal and each Client or Fractional Company, including the applicable agency appointment and fee/collection obligations.

Part II - Standard Engagement Terms, clauses 21-38: incorporated into each validly executed SOW as a direct contract between its Client and Fractional Company only, with the limited joint-commissioning adaptation for an Assessment SOW.

Part III - Data Processing Terms, clauses 39-47: apply between the instructing organisation and its processor/data intermediary when the required processing particulars are completed and agreed.

Part IV - Standard acceptance, agency and permission statements, clauses 48-52: wording for company acceptance, commercial mandates, collection acknowledgement, separate dispute-procedure elections, recording notice, the corporate development licence and any additional optional permissions. Optional choices apply only when separately selected and recorded.

Part V - Independent assessment procedure, clause 53: optional binding expert determination, double pre-funding, correction before finality, refunds and no convenience cancellation. Unresolved issues and permitted challenges follow the court route or separately elected arbitration. Only Arkatal's stated administrative duties bind it.

The project-specific SOW records the Client's inputs, the Fractional Company's commitments, deliverables, Deliverable Occurrences, prices, processing particulars and execution, including any Approved Offer Mandate. It does not replace these Terms. Both principals must receive and retain the same complete Terms version with their SOW.

Part I - Platform Services and Commercial Agency Terms

1. Parties, acceptance and document priority

1.1 Arkatal means Arkatal Pte Ltd, a company incorporated in Singapore, UEN 202637231W, registered office 100 Tras Street, #16-01, 100 AM, Singapore 079027. Its contractual notice email is enquiries@arkatal.com. Its data protection contact is enquiries@arkatal.com. The platform is the ArkaTal website, applications and associated services made available by Arkatal.

1.2 A Client is an eligible company procuring services for its business. A Fractional Company is an eligible independent service-provider company offering services on its own account. Each is a User. A Fractional Expert is the named individual presenting or delivering the Fractional Company's expertise; that description does not make the individual the contracting supplier. Personnel includes a company's officers, employees, representatives and subcontractors. An Individual Participant is a natural person using a personal account to explore or prepare to provide fractional business services, including before having a company. An Individual Participant is not a User company; the separate personal-account agreement is governed by clauses 3.7–3.13.

1.3 An authorised representative accepts these Terms for the identified User by an express acceptance action or signature after being given access to a retainable copy. Arkatal's acceptance or activation of the account forms the Platform Agreement with that User, including the Fractional Company's commercial agency appointment where applicable. A separate acceptance is required for a different contracting company. A personal profile, company name in a draft, or introduction alone does not bind a company to an SOW. Engagement execution follows clauses 5 and 7; no personal signature by the Fractional Expert is required where the company has validly authorised that conclusion.

1.4 From Platform Agreement acceptance, the User company undertakes not to misuse its account and must ensure compliance with the account-use rules by Personnel and representatives to whom it gives access and by bots, AI agents, scripts, APIs, integrations and other systems it deploys, connects, instructs, controls or permits to operate on its behalf. Misuse of entrusted access remains its responsibility even if contrary to internal instructions or not individually approved at each automated step. The company connection, relevant breach and causation must still be established. This does not authorise an out-of-mandate SOW or replace clauses 5, 7 or 48's specific approvals and separate elections. Individuals acknowledge the account-use and confidentiality rules and give their own data permissions where required. No individual becomes a guarantor of company debts or assumes the company indemnities merely by creating a profile, supplying personal data or signing in a representative capacity. A personal guarantee requires a separate express instrument. An unrelated external account takeover is not attributed to the company merely because its account was used; responsibility follows entrusted access, the company's own security obligations and actual cause. Arkatal's built-in AI and providers are not the User's agents for all purposes merely because it uses a feature. Arkatal's independent security, verification, accuracy and payment duties and clauses 18.7-18.10 remain.

1.5 Part I binds Arkatal and the User, and applies to an Individual Participant only to the extent stated in clauses 3.7–3.13. Part II binds only the parties identified in an executed SOW, except the pre-engagement confidentiality protection in clause 13. Part III binds only the parties to the relevant completed processing record. Part IV records the applicable company acceptance, agency authority, payment acknowledgement, separate dispute-procedure elections and data permissions; it does not deem optional choices to have been made. Part V is incorporated into Part II for an acceptance dispute and into Part I only for Arkatal's expressly stated assessment-administration, accounting and record-supply obligations. Arkatal is not the supplier or adjudicator under Part V.

1.6 The separate Website Terms of Use (Website Terms) apply to general website use. The separate Privacy Notice (Privacy Notice) explains personal-data practices and rights for website visits, enquiries and relevant platform activities. For platform commercial matters the Platform Terms prevail over the Website Terms. The Privacy Notice does not expand an agreed data-processing instruction, override confidentiality restrictions or create a development right beyond clauses 12-16 and the applicable permission record. Mandatory law and a valid, activity-specific data processing or transfer instrument prevail on the matters they govern.

1.7 A negotiated, User-specific Platform Agreement variation is effective only if signed by an Arkatal director and the User and identifying the provision changed. This bilateral channel is distinct from platform-wide standard-version updates under clause 20.9. A User-specific deviation must use this clause even if presented alongside a standard update; a later standard version does not displace that deviation unless the parties expressly amend or supersede it through this channel, subject to mandatory law. A director's written billing approval under clause 9 changes only the identified billing arrangement and remains subject to its safeguards. An SOW, purchase order, email footer, client policy, AI output or Personnel assurance cannot otherwise amend Arkatal's rights or obligations.

1.8 Clauses 11 and 13 apply from acceptance of the Platform Agreement, whether or not an SOW follows. Arkatal must obtain an authorised company's acceptance before treating that company as contractually liable for an Introduction or Off-Platform Arrangement. Unsolicited receipt of an email, an unaccepted website link, or silence does not by itself constitute acceptance. A pre-acceptance Introduction may be included only if specifically identified to and expressly accepted by the company as covered when it accepts; the mere inclusion of these Terms in an email footer does not bind an otherwise uncontracted recipient.

2. Definitions and interpretation

2.1 A SOW is the completed and signed ArkaTal Statement of Work identifying the Client and Fractional Company and the incorporated Terms version. An Engagement is the direct contract made by that SOW. A Deliverable is a separately defined, fixed-price output with specified completion and acceptance criteria and evidence. A Deliverable Occurrence is one separately priced instance of a Deliverable and is the independent unit for commencement, acceptance, invoicing, cancellation and dispute. A Recurring Deliverable is a Deliverable for which the signed SOW pre-authorises a finite series of Deliverable Occurrences under a stated first period, repeat interval and cycle count or end date. Professional Fees are the amounts payable to the Fractional Company for its services and are not salary or personal remuneration payable by the Client or Arkatal to the Fractional Expert. Platform Fees are Arkatal's separate Matching Submission Fee, New SOW Fee, Service Fee and any lawfully payable Off-Platform Engagement Fee under clauses 8-11; they are not part of the Fractional Company's Professional Fees.

2.2 Commencement occurs when the Fractional Company actually starts substantive performance of an authorised Deliverable Occurrence after the SOW and its start conditions are effective. Signing, a calendar date, an introduction, an exploratory call, proposal preparation or reserving a person does not alone establish Commencement. Work started at the Client's express request or knowingly accepted by the Client is not excluded merely because a required platform notification was omitted; doing so may also breach these Terms.

2.3 Introduction occurs when Arkatal, its authorised Personnel, an approved agent or the platform first makes a Fractional Company or its Fractional Expert known or reasonably identifiable to a Client in connection with a possible independent business Engagement. It includes a profile viewed or accessed through the platform, search or match results containing identifying information, a CV or biography, a profile link, a speculative email or message sharing details, a telephone or video communication, a contact exchange, a requested or booked meeting, and information from which identity can reasonably be established even if a name or contact field is withheld. An actual meeting, reply, SOW, booking or reciprocal disclosure is unnecessary. Anonymous statistics or information genuinely insufficient to identify the company or Fractional Expert are not an Introduction. Arkatal must establish the disclosure or access and the connection to the later relationship by reasonable evidence. An Introduced Pair means the Client and Fractional Company connected in this way; clause 1.8 governs contractual acceptance.

2.4 A Related Entity is an entity controlling, controlled by or under common control with a company; control means the power to direct management through majority voting rights or otherwise. It also includes another service-provider company controlled by the same Fractional Expert where used to continue or substitute the introduced business relationship. A non-party is not bound merely by this definition. Coverage includes relevant controlled companies formed after acceptance or Introduction, but only for business connected to the introduced relationship within the Protected Period. It does not follow an expert into an unrelated company they do not control or make a non-signatory liable without its own undertaking. Clause 11 identifies the accepting company's own participation and debt.

2.5 Platform Content includes profiles, CVs, briefs, proposals, communications, recordings, transcripts, SOWs, uploaded documents, reference information, outcome data, account activity and permitted verification, invoicing, collection and remittance metadata. Personal Data means information protected as personal data by applicable law. Confidential Information is defined in clause 13. Protected Persons means Arkatal, its Related Entities, its contracted on-behalf-of partners appointed under clause 16.10, and their directors, officers, employees, commercial agents, contractors and technology providers, solely in connection with their provision of services for Arkatal. An independent Fractional Company or Independent Assessor is not a Protected Person merely because introduced or appointed through the platform. A Platform Meeting is a discussion conducted through an Arkatal-enabled meeting workflow. A Platform Recording is its authorised audio or video record, including any captured screen share, and a Platform Transcript is its verbatim or other textual record. These categories do not include externally obtained recordings merely because uploaded; eligibility and exclusions are governed by clause 15.3.

2.6 A Business Day excludes Saturdays, Sundays and Singapore public holidays. Times are Singapore time unless expressly stated. Written approval includes an authenticated electronic approval that records the actor, document version, action and time. References to legislation include applicable amendments. An obligation qualified by applicable law does not authorise conduct prohibited by that law.

2.7 Sign-Off is the time the same final SOW version has been validly accepted by the Client and validly concluded for the Fractional Company, by Arkatal's recorded act as its authorised commercial agent. It is distinct from actual Commencement and may precede it. References to a project commencement fee in a quote mean the New SOW Fee, whose accrual and exceptions follow clause 8.3; they do not defer accrual until work starts.

2.8 A New SOW commissions a new project, a new or substituted output, outcome or workstream, or a materially different acceptance basis, whether documented as a new SOW, addendum or variation. A Repeat Order commissions an additional instance or quantity of an existing identified Deliverable under its existing SOW, on the same substantive specification and acceptance basis, using its agreed unit price or approved changes to price, dependencies and dates. Increased quantity or coverage, changed dates or sequencing, changed Client inputs or dependencies, another instance of the same Deliverable, administrative corrections, completion extensions and defect correction do not by themselves create a New SOW. Classification follows substance, not the document's label; a Repeat Order label cannot avoid a New SOW Fee otherwise due.

2.9 A Direct Introduction occurs when both sides have been made aware of the other's identity through Arkatal or its platform, including a meeting booking that discloses both identities, even if the meeting does not take place. A One-Sided Introduction occurs when a Client has accessed or received identifying information through Arkatal but the Fractional Company or Fractional Expert has not yet received the Client's identity through an Arkatal introduction or communication. Knowledge that the Client obtained the Fractional Expert's identity through Arkatal is addressed separately in clause 11; reciprocal identity disclosure is not itself proof of collusion.

2.10 An Off-Platform Arrangement is a remunerated or otherwise commercially valuable contractual relationship resulting from an Introduction and made or performed outside the registered SOW, ordering and collection arrangements of the platform during the Protected Period. It includes direct or indirect consultancy, services, subcontracting and arrangements through Related Entities, and, only subject to clause 11.12, permanent, temporary, fixed-term or contract employment or an employment-like relationship independently entered into by the relevant parties. Mere discussions, an unsolicited approach, a refused offer or use of an external communication tool is not itself an Off-Platform Arrangement. A notified and approved alternative technical or payment route for a registered Engagement is not off-platform.

2.11 Cleared Funds are funds actually credited to Arkatal's designated account for an identified transaction and available for lawful transfer after ordinary banking clearance and required verification, with no known pending recall, fraud hold or legal restriction. Ordinary clearance does not warrant that a payment can never subsequently be reversed by law or by a bank. Reversal and refund responsibility is governed by clause 10; Arkatal cannot postpone remittance indefinitely merely because a hypothetical future reversal is possible.

2.12 An Approved Offer Mandate is the Fractional Company's recorded authority defining the exact SOW version or tightly bounded commercial parameters within which Arkatal may negotiate and conclude that company's Engagement. An Independent Assessor is an unrelated, competent Fractional Company appointed under clause 53 to give an independent technical determination within its agreed mandate, acting as an expert and not as an arbitral tribunal. An Assessment SOW is the limited joint commission described in clause 53; an Assessment Contribution is each disputing party's pre-funded 100% of the Assessment Price subject to the contingent allocation and refund rules there. A Final Assessment Determination is the report finalised under clause 53.12, with the binding effect in clause 53.15. A Post-Dispute Arbitration Election is the separate written agreement for an identified existing dispute made under clause 38.3 and recorded under clause 48.4; accepting these Terms or an SOW alone does not make that election.

2.13 Standard Commercial Parameters. The following values are operative definitions for this Terms version. They are not a separate negotiation route and cannot be varied through an SOW field. The platform records the applicable Commercial Parameters Version at Sign-Off, and a signed SOW retains those parameters unless changed through a valid prospective amendment. Any update is subject to clause 20.9 and does not retrospectively change a signed SOW or accrued obligation. Currency means the Standard Currency stated below. A Matching Submission is the Client's deliberate submission of a proposed SOW or brief for Fractional Company matching, distinct from workspace creation, drafting, negotiation or a completed signed SOW. The table defines the Free Matching Submission Allowance, Matching Submission Fee and Matching Result Access Period. Clauses 8.7-8.9 govern submission eligibility, payment, accumulated credits, access-period resets and the separate extension only for the contracted Fractional Company’s relevant details during linked signed work.

2.14 Functional SOW references are determined by purpose, not a field letter, number, page or interface position: Client Brief - problem or opportunity and outcomes sought; Client Inputs and Constraints - timing, location, inputs, access, people, decisions and project-specific constraints; Service Approach - proposed approach, resources, people and project-specific delivery responsibilities or constraints; Deliverable Specification - output, quantities or coverage, exclusions, completion criteria and evidence, meeting/revision limits, format, handover, training and finite support; Commercial Particulars - timing, recurrence, Professional Fees and approved third-party costs; Project-Specific Requirements - applicable data/access, authority, operational-change, permission and third-party-material parameters. The Client Authorised Representative is identified by the role in clause 2.15. SOW headings, numbering, field identifiers and layout may change without amending these Terms where those functions and legal controls remain materially equivalent; relabelling cannot vary a core term.

2.15 Client Authorised Representative means the single registered Client employee assigned to the relevant SOW. Assignment confirms the Client's delegation of authority for that SOW to accept or reject Deliverables, receive handover, approve commercial changes and additional spend, approve project-specific authority and operational actions or releases within the permitted framework, approve Repeat Orders and New SOWs, and reassign the role to another registered Client employee. The Client may replace the representative at any time. Reassignment by the current representative takes effect when recorded through the platform; otherwise Arkatal may record it only on a Client-company request supported by proportionate evidence of approval from an authorised source. Reassignment is prospective: previous approvals and audit history remain attributed to the person who made them, while current responsibilities and live review obligations pass to the replacement. Internal absence or an undisclosed internal limitation does not itself extend a deadline where the platform remains accessible and the role has not been validly reassigned.

2.16 Late Payment Mechanics means simple interest at the Late Payment Interest Rate, calculated daily on a 365-day basis after seven calendar days' written notice to pay, together with reasonable, actually incurred recovery costs only where legally recoverable. No compounding, invented administration penalty or duplicate recovery applies. These mechanics apply separately to overdue undisputed Platform Fees and Professional Fees, not twice to the same debt.

2.17 Formal Notice Mechanics means that a notice under clause 20.4 or 38.1 takes effect on acknowledgement or the next Business Day after successful transmission without a failure notice. Failed electronic delivery must be corrected or replaced by delivery to the recipient's registered office with receipt evidence. These mechanics do not replace a required platform-only action or govern or consent to service of court proceedings.

2.18 Force Majeure Event means an event beyond the affected party's reasonable control that actually prevents performance despite reasonable mitigation. Lack of funds, reasonably avoidable events and avoidable security failures are excluded. The contract-specific relief, notice, payment and termination consequences are governed by clauses 20.7 and 38.4.

3. Eligible businesses and continuing assurances

3.1 Under these Terms, both contracting Users must be companies incorporated in Singapore and limited by shares, carrying on genuine businesses on their own account. Individuals, sole proprietorships, ordinary partnerships, LLPs and overseas entities may not contract as a Client or Fractional Company or enter an Engagement through this version of the platform. This does not prevent an individual forming the personal-account agreement in clause 3.7. A one-person company may qualify, but incorporation alone is not evidence that the underlying relationship is independent or lawfully authorised.

3.2 Each User warrants, on acceptance, on signing an SOW and while performing it, that it validly exists; has authority, resources and financial ability to perform; has disclosed any insolvency or regulatory restriction materially affecting performance; and has authorised its representatives. Factual information supplied or expressly approved by a User or its Personnel, including identity, registration, qualifications, experience, references, insurance, tax status, permits and authority, must be accurate, not materially misleading including by material omission, and lawfully supplied. Estimates, opinions, forecasts and unverified third-party information must be honestly identified as such; a label does not excuse knowingly false or misleading content. Material inaccuracies discovered and material changes must be corrected or notified promptly. Honest forecasts or business objectives are not promised results, and a User does not warrant an Arkatal-generated invention it neither supplied nor approved.

3.3 The Fractional Company must have a genuine legal relationship with, and authority to deploy, its Fractional Expert and other Personnel. It is responsible for their remuneration, supervision within its own business, taxes, CPF or equivalent contributions where applicable, insurance, qualifications and legal right to provide the services. The Client is responsible for its procurement authority, lawful project requirements, funding and its own statutory duties.

3.4 Each User must maintain all permissions required in every country in which work, onsite visits, remote access or data processing occurs. Ownership of a company, a directorship, residence or a work pass for another employer does not by itself establish permission to perform the proposed work. No User may ask Arkatal to sponsor, submit or arrange a work-pass application under these Terms.

3.5 Users must comply with applicable sanctions, export controls, anti-bribery, anti-corruption, anti-money-laundering, health and safety, professional regulation and data laws. They must not use a nominal company or false SOW to disguise employment or an unlawful arrangement. Any necessary regulated-service authorisation must exist before access or work begins.

3.6 Arkatal may request proportionate supporting evidence, restrict a service category or refuse an account or Engagement. Unless Arkatal expressly specifies a particular completed check and its scope in writing, admission, a badge, an automated result, a profile summary or onboarding assistance is not independent verification of a warranty. The source and limits of any expressly undertaken check must be accurately stated. Clauses 5, 17 and 19 govern information use, reasonable care and liability; no disclaimer authorises knowingly false statements or removes a mandatory duty.

3.7 An Individual Participant may register, submit a CV and experience, complete profiling and view permitted Opportunity Summaries under clause 12.8 to prepare for future independent business services. Express personal acceptance of these Terms, followed by Arkatal accepting or activating the personal account, forms a personal-account agreement with Arkatal. It does not bind a future company, appoint Arkatal as commercial agent, create supplier status, guarantee work or income, or incur Platform Fees or a guarantee of company obligations. The individual must provide accurate, not materially misleading factual information, honestly identify estimates and opinions, promptly correct material errors, submit material lawfully and within their authority, protect credentials, report suspected misuse and comply with clauses 6.1–6.9 to the extent relevant to their own account use. Company-specific authority, execution and payment obligations do not arise merely through personal registration.

3.8 The Individual Participant retains rights in their submissions and grants Arkatal a non-exclusive licence, with necessary processing by providers appointed under clause 16, to host, reproduce, structure, analyse and use authorised profile material for personal-account services, onboarding, operational AI, personalised Opportunity Summaries, support, security and lawful recordkeeping. This operational licence is limited to rights the individual can grant and the notified purposes. It does not itself authorise model training or public distribution of the profile. The additional licence and anonymisation requirements in clause 15 apply to eligible individual submissions; neither licence supplies another person’s consent or rights in an employer’s or client’s material.

3.9 Arkatal and the Individual Participant owe each other the confidentiality protections in clause 13 and the relevant security and data duties in clauses 12 and 16. References to a User in clause 13 include the Individual Participant for these protections and their enforcement, without making the individual an Engagement party. Arkatal must provide personal-account services with the reasonable skill and care in clause 17.1 and a practical route for correction and account-closure requests through account support or enquiries@arkatal.com. The service limitations and correction obligations in clause 17 apply subject to clause 3.12. The individual may use a restricted preview only to evaluate potential platform participation and must not scrape, redistribute, attempt to re-identify or contact the underlying client from it, or bypass access restrictions. Public summaries remain subject to the Website Terms and applicable rights; public recipients are not deemed to have accepted confidentiality duties.

3.10 Before verified company onboarding and separate authorised company acceptance and activation, the personal profile must not enter client searches or opportunity allocation. The individual may receive only permitted Opportunity Summaries, not identifying client briefs, full opportunities, bidding or proposal access, client introductions or contracting access. These limits apply to platform interfaces, APIs and staff-mediated disclosure or introductions. Viewing a permitted summary does not itself constitute an Introduction under clause 2.3 or trigger an Off-Platform Engagement Fee. A preview does not guarantee continuing availability, company eligibility, selection, income or an Engagement.

3.11 Company activation requires the identified eligible company’s separate acceptance under clause 1.3 and verified representative authority. Only earlier personal-profile information which the individual authorises for that company and which may lawfully be shared is adopted into its workspace. Company activation, a company email address or an administrator request does not transfer control of the whole personal account or all earlier personal records. Clause 6.11 applies to the company’s business records subject to these limits and individual rights. Neither personal acceptance nor later incorporation retrospectively creates company agency authority, fee obligations or acceptance of an earlier Introduction; clause 1.8 remains applicable.

3.12 For the personal-account agreement, clauses 17–20 apply with the Individual Participant in place of the User only where relevant to that agreement and the individual’s own conduct. In particular, clauses 18.1, 18.3, 18.5, 18.6 and 18.7–18.10 govern the individual’s own unlawful conduct, unauthorised material, misuse and false representations within their stated causation, allocation and claims safeguards; company personnel, payroll, supplier-delivery and company payment indemnities are not imported. Clauses 19.1–19.4 and 19.6 preserve the same exclusions, qualifying Service Fee measure, six-month window, exceptions and shared event pool for Arkatal and Protected Persons, without a personal-account minimum floor. No qualifying affected-Engagement collections means a zero damages cap, subject to those exceptions; unrelated company fees do not form a substitute pool. For clause 19.6 an Individual Participant’s personal-account claim occupies the fractional-side allocation and cannot create another half or increase that allocation through a later company claim. Attribution and actual recoverable loss must still be established. An individual does not become liable for company debts, fees, guarantees or supplier performance merely through this agreement.

3.13 Either party may end the personal-account agreement under clause 20.1, including its ordinary notice, justified protective suspension and breach-remedy rules. Arkatal will provide a practical route to request closure and address the request with reasonable care. Closure does not remove accrued rights, necessary lawful evidence, continuing confidentiality or the applicable source-data and technology permissions and limits in clauses 13–16. Individual data rights remain available independently of contractual notice periods. Clauses 20.4–20.11 apply to notices, disputes, changes and general terms so far as relevant; no company acceptance or optional data permission is inferred. A material expansion of personal data or content rights requires the applicable notice and renewed acceptance under clause 20.9. The agreement concerns preparation for independent business services and does not authorise employment-placement activity prohibited by clause 4.

4. Mandatory non-employment operating boundaries

4.1 The permitted service is the introduction, authorised commercial conclusion and administration of transactions between independent businesses for defined deliverables. Users must not use the platform to recruit an employee, obtain labour under client line management, operate a disguised payroll arrangement, supply an employer-of-record service or create an employment relationship with Arkatal. Arkatal does not authorise employment placement or represent that contractual labels determine regulatory status.

4.2 Each Deliverable must identify its output, objective acceptance evidence, price, dependencies and a defined completion date or event; each Deliverable Occurrence must remain a finite output-based unit. Open-ended business-as-usual responsibilities, an employee vacancy, an indefinite personal-capacity commitment or mere availability under the Client's direction are not permitted. Repeat Orders and Recurring Deliverables must use finite Deliverable Occurrences with an identified price and delivery period; a recurring business requirement does not excuse an undefined scope. A recurring schedule or Repeat Order is not an automatic extension of personal availability or an employment-like retainer.

4.3 The Fractional Company determines its methods, internal staffing, sequence and working time, subject to deliverables, reasonable coordination, deadlines, access windows, security and safety rules. The Client may review results and enforce agreed standards but must not conduct employee-style appraisals, disciplinary management, leave approval or day-to-day line management of the Fractional Expert. Legitimate site access or a project meeting is not, by itself, an employment arrangement.

4.4 The Client must not offer salary, employee benefits, paid leave, employment tenure, employee-only titles or staff entitlements to the Fractional Expert under the Engagement. Communications must identify the external service-provider status. The Fractional Company bears its own operating costs and commercial risk and normally supplies its own tools, except where Client-controlled systems or equipment are objectively needed for security or delivery.

4.5 The Fractional Company may serve other customers and deploy competent substitutes or subcontractors at its expense, remaining responsible for performance. A Client may object on documented, reasonable grounds concerning capability, confidentiality, conflicts, security, law or approved data access, but not merely to insist on an employee-style personal service obligation. Required prior data approvals remain necessary. Substitution does not reduce the Fractional Company's responsibility for the contracted standard: it must continue to meet the same Deliverable Specification, acceptance criteria and quality of output committed when the SOW was concluded, and cannot use substitution to dilute a capability that forms part of the contractual specification. No general exclusivity or restriction preventing a genuine independent business is permitted.

4.6 Formal directorships, statutory offices, authority to bind or spend for the Client, and regulated professional appointments are outside the standard offering. They require a separately approved lawful arrangement, necessary authorisations and a centrally approved document set before use; a title or SOW field alone cannot confer them. Neither party may transfer employees, pensions or employment obligations through this template.

4.7 Users must review the actual working relationship for each Deliverable Occurrence and immediately report and stop the affected conduct if it departs from these boundaries. Arkatal may request correction or suspend or reject the affected activity. Neither a contractual declaration, automation, indemnity nor account approval determines whether an EA licence is legally required. Where a licence or permission is required, the relevant activity must not proceed without it. Statutory worker rights and duties of Arkatal or either User are not waived. Users must not request, induce or assist Arkatal, its Personnel or automated systems to perform prohibited activity, including employment placement, negotiating salary or employee terms, work-pass handling or transfers unrelated to an authorised service transaction. Arkatal must refuse or stop the affected workflow and may take proportionate action under clause 20. User authority, payment, an indemnity or good faith does not make that activity lawful or remove Arkatal's own non-transferable duties.

4.8 Arkatal's mandate is limited to the sale of services by an independent Fractional Company. It gives no authority to seek or process applications for employment, collate jobseeker details for employment placement, match or place a person into employment, negotiate salary or employee terms, conclude an employment contract or handle a work-pass application. A Client considering employment must not ask Arkatal to assist with it, and Arkatal must stop the affected workflow and direct the parties to act independently or use a separately licensed provider. Arkatal will not bill salary, employee benefits or payroll, or charge a salary percentage, under these Terms. Clause 11.12 governs any fee claimed following an independently arranged change of relationship; neither an off-platform label nor a payment permits prohibited activity or establishes a licensing exemption.

5. Platform services, commercial agency and limits of automation

5.1 The platform may automate search, ranking, proposed business matches, communications, scheduling, draft SOW preparation, workflow records, invoicing and related collection and remittance. Human support includes onboarding, explaining the system and operating the expressly authorised commercial agency and administrative functions in this clause. No universal human review, reference check or suitability assessment is promised. Arkatal coordinates the transaction and its records; it does not direct the Fractional Company's technical methods or promise to manage or achieve its delivery outcome.

5.2 Users choose counterparties, conduct diligence, negotiate or authorise their own commercial inputs, approve the complete SOW or Approved Offer Mandate and decide whether to authorise work. AI-generated drafts, profiles, summaries and recommendations may omit facts, contain errors, misstate source material or produce inappropriate suggestions. Users must review them against source material, direct counterparty confirmations and legal requirements. An AI output alone does not approve a legal exception, bind a company, grant access or change an SOW. A recorded authorised act performed within clause 5.5, including an expressly enabled automated execution, may conclude a transaction; the draft or recommendation itself cannot.

5.3 Automated agents may perform only actions expressly enabled by the relevant User and these Terms. Arkatal's commercial authority is limited by clauses 5.5-5.7; it has no authority to accept, negotiate as agent for, or sign for the Client. Sending an invitation, drafting a document or generating an invoice is not itself contractual execution. Connected systems must have appropriate access limits, verifiable action logs and revocable permissions. No technical connection authorises an action outside a company's actual mandate. Company responsibility for manual and automated account use follows clauses 1.4 and 6; accountability does not authorise an otherwise prohibited bot, integration or action.

5.4 The platform is not legal, tax, immigration, investment, employment-status or regulated professional advice. It does not guarantee a match, availability, capability, lawful immigration status, performance, creditworthiness, payment or a commercial outcome. Neither a call nor an onboarding representative's explanation is a warranty of any such matter.

5.5 Each Fractional Company appoints Arkatal as its disclosed, limited commercial agent to scope and document service transactions, negotiate within an Approved Offer Mandate, communicate offers and authorised counteroffers, conclude the final SOW or Repeat Order on its behalf, coordinate authorised changes and acceptance administration, issue supplier invoices and credit notes as agent, and collect and account for the corresponding receivables. This is actual authority in the underlying sale of that company's services, not merely permission to transmit payment. Arkatal is not the Client's procurement agent, the principal supplier, a co-supplier or the employer of the Fractional Expert.

5.6 Before Arkatal concludes an SOW, the Fractional Company must record an Approved Offer Mandate specifying the Client or permitted Client, permitted scope and deliverables, objective acceptance criteria, price or a permitted price range, dates and availability, dependencies, permitted personnel and substitutions, data-access limits, expiry and any reserved approval condition. The mandate may be limited to one exact final SOW version, leaving no discretion to alter its terms. The Fractional Company may refuse a proposed mandate or narrow it before execution. A personal profile, general availability indicator or AI recommendation is not a mandate.

5.7 Arkatal must verify the required approvals, remain within the mandate and retain evidence of the mandate, final document version, Client signature, its own disclosed agency execution and time of conclusion. It must promptly supply the same final record to both companies. A material proposal outside the mandate requires fresh company authority before conclusion. A signature block or authenticated execution record must identify the Fractional Company as principal and Arkatal as signing only as its authorised commercial agent. The Fractional Company remains responsible for the commitments it has authorised.

5.8 The Fractional Company may withdraw or change an unexercised mandate by an authenticated notice received before the relevant execution. Withdrawal does not undo a transaction already validly concluded. Arkatal must not backdate an execution or treat silence as authority. General termination or revocation of the agency is subject to existing lawful transaction and accounting obligations; any lawful revocation must be implemented prospectively without misrepresenting that authority continues. A replacement collection arrangement must protect existing Client discharges, accrued fees and the lawful return or remittance of funds already received.

5.9 The parties acknowledge that Arkatal receives its disclosed Matching Submission Fee, New SOW Fee (except for an Assessment SOW) and Service Fee from the Client in addition to the Fractional Company's price, and may act for other Fractional Companies. The Fractional Company authorises that disclosed remuneration and limited commercial conflict; it does not authorise undisclosed profits, adverse settlement of its claims, alteration of its price or disclosure of its confidential information beyond these Terms. Arkatal may not waive a supplier debt, agree a service refund or admit supplier fault without specific authority, a binding settlement, a Final Assessment Determination or an enforceable decision.

5.10 The intended collection activity is incidental to Arkatal's actual commercial agency for the relevant service sale, including authority to negotiate or conclude it, and not a standalone payment or remittance business. The parties must implement the actual transaction and payment records consistently. Arkatal must assess the applicable Payment Services Act 2019 perimeter before activating each supported payment model, including the holding of partial occurrence-invoice receipts under clause 10.2 and the assessment funding model in clause 53. No contractual description or short holding period establishes an exclusion or exemption. If the required exclusion, exemption or authorisation is absent or ceases to apply, Arkatal must not operate the affected payment activity and must use an appropriately authorised provider or other lawful arrangement before continuing.

5.11 Information about a Fractional Expert, Fractional Company or Client may originate from that person, company or an identified third party and may be selected, reformatted, translated, transcribed, summarised or generated by Arkatal Personnel or AI. It is presented in good faith for preliminary business evaluation and may contain source or processing errors, even where the original was accurate. Reliance, warranties and liability are governed by clauses 17.3, 17.9 and 19.

5.12 Before Sign-Off, the Client must verify material selection facts directly with the Fractional Company and, where appropriate, independent sources, ask for evidence, resolve inconsistencies and record any fact or assurance on which it intends contractually to rely as a specific Fractional Company commitment in the SOW. The Fractional Company must review the information it has supplied or approved, correct material errors it knows of and confirm its actual ability and authority to perform. This process does not deem the Fractional Company to have approved an unreviewed AI invention or absolve Arkatal of its own non-excludable responsibilities.

6. Accounts, security, communications and acceptable use

6.1 Each individual authorised to use a User account must use a separate named credential unless Arkatal expressly provides a technical service credential for an approved integration. Users must control permissions, use strong authentication, protect credentials, remove departed representatives promptly and notify suspected compromise without undue delay. Credentials are personal to the authorised user and must not be transferred, shared or used by another person. Arkatal may rely on authenticated instructions unless it knows or reasonably should know they are unauthorised. The User must maintain reasonable safeguards against unauthorised manual or automated use and, on known or reasonably suspected misuse or compromise, promptly notify Arkatal, stop or revoke affected access and cooperate in containment and investigation. Clause 1.4 governs attribution; authentication does not excuse Arkatal ignoring known unauthorised instructions.

6.2 Arkatal may temporarily restrict or lock access where it reasonably suspects account compromise, credential sharing, a material authority issue, unusual access or other activity presenting a security or fraud risk. It may require proportionate re-authentication or evidence of identity, company authority or account ownership before restoring access. Recovery evidence must be used only for the verification and related security purpose, protected appropriately and deleted when no longer required in accordance with clause 16.4. Arkatal is not required to restore access until it is reasonably satisfied that the account can be used securely and by an authorised person.

6.3 Prohibited activity includes unlawful discrimination or harassment; threatening, abusive, defamatory or otherwise unlawful content; misleading profiles or references; impersonation or misrepresentation of affiliation or authority; malware or surreptitious tracking technologies intended to collect information from other Users without authority; unauthorised access or scraping; infringement; evading safeguards; manipulating match, commencement or billing records; creating false or duplicate accounts to evade restrictions, fees or controls; knowingly false abuse or support reports; harassment of Arkatal Personnel; submitting confidential or personal information without authority; and using outputs to make prohibited or unlawful decisions. User instructions do not authorise an agent to bypass another system's restrictions. Users must not submit material in breach of another person's confidentiality, intellectual-property or personal-data rights, or include malicious embedded instructions, prompt injection or data poisoning. Fabricated profiles or references, coordinated false feedback, and manipulation of matching, ranking, approvals, evidence, commencement or payment records are prohibited. This includes content intended or used to bypass permissions, obtain unauthorised access or disclosure, corrupt training or evaluation material or cause an unauthorised agent action. Accurate surrounding facts do not excuse malicious instructions. Ordinary permitted operational instructions and expressly authorised security testing within its recorded scope are not prohibited manipulation. Clauses 1.4, 6.5, 18 and 20 govern responsibility and proportionate remedies, without an automatic fine.

6.4 Users must not use automated requests, agents, APIs, scripts or other technical means at a volume, frequency or pattern reasonably likely to impair the platform, create abnormal resource demand, bypass rate limits or security controls, repeatedly exploit an error, or materially degrade service for others. Arkatal may apply reasonable quotas, rate limits, throttling, temporary technical blocks or similar protective controls, and may require separately agreed commercial terms for materially higher-volume authorised use. No retrospective usage charge is created without the User's agreement.

6.5 Arkatal does not undertake to pre-screen or continuously monitor every profile, message, instruction, uploaded file, SOW field, agent action or other User activity, and automated or occasional review does not create a general duty to discover every breach. Arkatal may refuse, quarantine, restrict access to or remove content or activity it reasonably believes is unlawful, infringing, malicious, unauthorised, materially misleading, technically harmful or in breach of these Terms, and may preserve or disclose information where lawfully required. This clause does not reduce Arkatal's own statutory, security or contractual duties. Arkatal may request proportionate evidence of submission rights and permissions. Clauses 11.14-11.15 permit proportionate routine, automated and targeted circumvention checks without a promise to detect every breach.

6.6 Unless expressly authorised, Users must not resell, rent, sublicense, white-label or commercially redistribute the platform; copy or reproduce material parts of it; develop or use an application, bot, browser extension or other integration that interacts with the platform outside an approved interface; remove proprietary notices; misuse Arkatal names, marks or branding; or use platform communications for spam, deceptive solicitation or unlawful bulk messaging. Any approved API or integration remains subject to its documented limits and these Terms. Clause 14 applies to Arkatal intellectual property.

6.7 Profiles, messages and SOW data must be kept current. Users must not supply unnecessary identification documents, special-category or similarly sensitive data, credentials, payment authentication data, privileged material or customer production datasets through ordinary project fields. Any specially justified restricted-data processing requires an approved channel and processing record.

6.8 Users must secure permission before sharing another person's profile, reference, recording or documents. Each account administrator must ensure that affected individuals receive relevant privacy information and that required consents are validly obtained. Arkatal may require direct individual confirmation rather than relying solely on a company's assurance. The User company warrants that it has the necessary rights, permissions and applicable lawful bases to submit material and authorise only the specified permitted uses, including through its agents or integrations. Corporate permission does not replace an individual lawful basis or another owner's rights. An unauthorised upload is not deemed public, extinguishes no owner right and does not excuse Arkatal's independent misuse or breach.

6.9 Ordinary service communications, account and security alerts, SOW workflow messages, payment notices and other non-formal operational communications may be delivered through the platform or to the verified account email and may satisfy a requirement for writing where legally permitted. Formal contractual notices remain governed by clause 20.4. Marketing communications and communications by SMS, messaging application or another channel requiring separate consent may be sent only where the required consent or other lawful basis exists, and any applicable opt-out must be respected.

6.10 A User must not secretly or independently record, transcribe or capture another User or participant through or in connection with the platform without giving all notices and obtaining all permissions required by applicable law and confidentiality obligations. Recordings made through an Arkatal-enabled workflow are additionally subject to clause 50, including its participant-level permission rules.

6.11 The relevant User company, rather than an individual representative, is the owner of its business account and workspace records, subject to individual privacy rights, third-party rights and applicable law. A verified User administrator may add or remove authorised Personnel, set permissions, request transfer of administrator control and obtain or export business records within the User's lawful authority and clause 6.13's limits. Arkatal may identify a work account to the company reasonably shown to control it and may restrict, recover or reassign access after proportionate verification of company authority. An email-domain match alone does not prove authority and does not permit disclosure of personal or unrelated information.

6.12 Where a User chooses to connect a calendar, email account, applicant or customer system, cloud store or other third-party account or system, the User authorises Arkatal and its approved provider to access, import, export or act on data through the approved interface only to the extent enabled by the User and reasonably necessary for the selected feature. The User warrants that it has authority to connect the account and must comply with the third party's applicable terms. The User may revoke a connector, subject to reasonable implementation time, but doing so may disable dependent features. A connection does not authorise Arkatal or an agent to send communications, conclude an SOW, incur a charge, change a record or take another external action unless that action has been specifically enabled under these Terms and the relevant User permission, including an Approved Offer Mandate where contractual execution is involved.

6.13 Profile evaluation, shortlisting, comparisons, comments and internal sharing must remain within the Client's controlled Arkatal workspace through authorised individual accounts. Users must not export profiles, create copied shortlist databases, forward profile packs, retain screenshots externally, harvest or redistribute profile information, use it in external models, or create derivative datasets reproducing or revealing protected profile information. They must not systematically retrieve profiles, contacts, rankings, prices, analytics or other platform content to build an external talent directory, contact-harvesting system, competing marketplace or recruitment database, or reverse engineer or benchmark Arkatal's matching logic. A matching or off-platform fee buys no scraping, publication or training right; an approved integration confers only its express permissions. Narrow copies of the User's own lawful inputs, signed SOWs and mandates, invoices, payment records, deliverables, necessary dispute evidence, legally required records and material expressly exportable for a permitted Engagement remain allowed. An SOW may identify the contracted supplier and agreed capabilities. These exceptions do not permit copying unrelated candidates or maintaining an external talent directory. Essential records remain securely available under clauses 20.3 and 38.8; statutory individual rights and mandatory disclosure are preserved.

6.14 For each SOW the Client must maintain one current Client Authorised Representative under clause 2.15, also serving as its contractual acceptance and handover contact. Organisation membership or workspace access alone confers no such authority. Arkatal must maintain a time-stamped assignment history preserving who held authority and made each approval. A suspended, removed or inaccessible representative account must be replaced promptly under clause 2.15.

6.15 Matching usage controls. Arkatal may impose limits on matching frequency, volume or automation, require manual approval of further submissions, pause further searches or discontinue matching access, at Arkatal’s discretion, exercised reasonably and for the purposes of these controls. Those purposes are managing service capacity and fair access, supporting genuine matching and evaluation of potential Engagements, and preventing abusive or excessive use. Relevant factors may include the pattern and volume of activity, its effect on capacity or other Users, automation, apparent purpose and relevant explanations supplied by the User. These factors and measures are non-exhaustive. A high number of searches without an Engagement may prompt review but is not by itself misconduct, an Off-Platform Arrangement, a financial penalty or an obligation to contract. No fixed conversion ratio is imposed. Previous payment does not guarantee unrestricted future matching access. Arkatal will normally apply a restriction before accepting payment for the next affected search and explain the restriction and its basis where reasonably practicable, subject to lawful security and investigation limits. Restrictions do not extinguish existing monetary credits, required refunds or remedies for a paid search, signed Engagement obligations or essential-record access. They do not permit retrospective charges or credit forfeiture. Where payment has already been accepted, the applicable service, replacement and refund obligations remain. Restriction of further matching is distinct from termination of the Platform Agreement and does not itself terminate an Engagement. Clause 20 governs whole-agreement termination and protective suspension; its existing notice, cure and urgent-action rules remain.

7. SOW control and commencement records

7.1 No Engagement is concluded until the Client has signed and Arkatal has validly executed for the Fractional Company under clause 5 the same completed SOW version incorporating Part II and, where triggered, Part III. Mandatory fields, commercial conflicts, the agency mandate and processing particulars must be resolved first. The final record must identify the principals, signatories and any agency capacity, authority, Terms version, attachments and signatures or equivalent authenticated execution. A material edit outside a previously approved mandate after approval or signature requires renewed approval of the revised whole by the affected principal. The New SOW Fee follows clause 8.3. Supplier approval grants or updates its mandate and does not substitute for Arkatal's agency execution.

7.2 Users may alter only the designated commercial and factual fields. They may not use a scope field, policy attachment, purchase order, master agreement or change note to replace standard legal clauses, remove Arkatal protections or authorise prohibited activity. An incompatible enterprise requirement must be resolved through a centrally approved document version or a separate arrangement before the platform supports it.

7.3 Each Deliverable must state through its Deliverable Specification and Commercial Particulars its defined output, objective acceptance criteria and evidence and fixed Professional Fee. Each Deliverable Occurrence must have a planned start or trigger and due point and must use the Client Authorised Representative and the required platform submission route. A Recurring Deliverable must additionally state its first period, repeat interval, due point for each occurrence and finite cycle count or end date. Under these Terms, only fixed-price, defined Deliverables, finite Recurring Deliverables and finite Repeat Orders are supported. Open-ended hourly/day-rate hiring, capacity retainers, uncapped variable fees, equity compensation and success-only pricing are not permitted under these Terms. Any different contractual arrangement requires a valid User-specific variation under clause 1.7 or a prospective standard-version update under clause 20.9, expressly identifying the restriction changed and satisfying applicable law. A product setting, ordinary SOW field or staff approval does not vary this restriction. Currency, tax treatment, invoice triggers and payment deadlines follow these Terms and verified onboarding records and are not separate SOW negotiation fields.

7.4 Before starting, the parties must record the start instruction and confirm that dependencies, access permissions and payment arrangements required for that Deliverable Occurrence are in place. Each must notify Arkatal of actual Commencement or a delay promptly and no later than two Business Days after becoming aware of it. Arkatal must not treat silence or the scheduled date alone as proof of actual Commencement. A truthful, supported start record may be established by the signed instruction and evidence of performance. For pre-authorised Recurring Deliverables, the signed recurrence schedule supplies the recorded start instruction while effective under clauses 7.9 and 34.1; confirmation of the stated dependencies and access conditions does not itself require a new order. Reporting anticipated delay does not extend a due date; supplier-attributable remediable delay follows clauses 23 and 25.2-25.3.

7.5 Delaying a notification, moving work off-platform or omitting a required New SOW does not avoid an otherwise lawful Platform Fee or Off-Platform Engagement Fee. Arkatal may correct a start or Sign-Off record on evidence but cannot create an unauthorised contract by a record correction. Users must retain the essential records permitted by clause 6.13; the platform is not the sole archive of their contractual records.

7.6 The parties must divide work into modest, independently assessable and separately priced deliverables, with a finite completion period and a commercially manageable amount at risk per unit. They must avoid an unnecessarily large indivisible output or numerous concurrent starts that defeat that allocation. The SOW must specify what evidence demonstrates success, the test environment and inputs, material defect thresholds, express exclusions, Client dependencies and any genuinely critical dates. Vague business aspirations, satisfaction alone, an unmeasured success target or a Client's future preferences must not be the sole acceptance criterion. Arkatal may reject a scope until these controls are completed; that check is administrative, not a technical warranty.

7.7 An existing SOW may contain a Repeat Order catalogue with Deliverable IDs, specifications, acceptance criteria, unit prices and ordering limits. Each Repeat Order must identify its parent SOW and Deliverable, quantity, price, start or trigger, due point, dependencies, approvals and application of the Service Fee Rate. It requires separate authorisation before work starts and does not automatically renew. Classification follows clause 2.8 and fee consequences follow clause 8.5. The parties and Arkatal must resolve and record any classification dispute before approval; Arkatal may decline an order but may not retrospectively reclassify a transparently approved Repeat Order merely to increase its fee.

7.8 Before execution, both principals must be given access to the same complete, retainable contractual package comprising the completed SOW identifying the Client and supplier principal, this identified Terms version, its incorporated provisions, applicable schedules and the completed processing record where required. The package must clearly identify and provide navigable access to the governing fee, payment and payout, acceptance, cancellation, IP and dispute provisions in these Terms. It must record the applicable transaction amounts, tax and available accumulated Matching Submission Fee credit, the amount applied, the remaining credit balance and resulting New SOW Fee payable. Standard rules need not be repeated as summaries or notices in the SOW or a separate summary sheet. Incomplete or contradictory commercial or acceptance particulars must be resolved before signature rather than left to an AI-generated explanation. The exact executed package and its version, authority, approval and execution evidence must be retained and made available to both principals; a changeable current webpage alone does not supply that record. An Assessment SOW must also contain or identify the retained assessment particulars required by clause 53.4, and both commissioners must separately accept clause 48.3. Its cancellation rule is clause 53.17. The applicable acknowledgements in clause 49 and the separate actions under clauses 48.3-48.4 and 50-52 remain required at their relevant stages; ordinary package acceptance does not select an optional permission or election.

7.9 A signed Recurring Deliverable automatically commissions each Deliverable Occurrence within its finite cycle count or end date, without a new order or approval, subject to the post-notice commencement rule in clause 34.1. The stated first-period dates define the first full contractual occurrence regardless of calendar or accounting periods; no automatic pro-rating applies. Each occurrence is separately priced and follows the standard completion-evidence, submission, acceptance, invoicing, cancellation and dispute rules, including clause 35.1 after Commencement. Future uncommenced occurrences are unpaid; supplier-default correction, rejection and refund rights remain. No schedule implies additional occurrences, rollover, renewal, availability or work beyond its count or end date. An optional additional instance ordered later is a Repeat Order unless clause 2.8 makes it a New SOW.

7.10 The SOW captures project-specific facts and permitted selections within these Terms; it is not a second negotiation layer for standard legal, commercial, security, authority or payment rules. Changes to the SOW form's section names, field numbering or interface presentation do not require a Terms amendment where the functional information described in clause 2.14 remains materially equivalent. Arkatal may maintain controlled platform records of authority, onboarding, tax status, submission, acceptance and other workflow evidence outside the printable SOW, provided those records do not silently alter the parties' signed commercial commitments or the applicable Commercial Parameters Version.

8. Matching Submission Fee, New SOW Fee, Service Fee and their accrual

8.1 The Client owes Arkatal the New SOW Fee under clause 8.3, and a Service Fee equal to the Service Fee Rate applied to the relevant Fee Base. Both are additional to, and must not be deducted from, the Fractional Company's Professional Fees. The Fractional Company receives its full properly due Professional Fees, subject only to valid credits, reversals, withholding and specifically permitted adjustments under these Terms. GST on Arkatal's own fees is additional only when Arkatal is registered and legally required or entitled to charge it; applicable tax-inclusive totals must be clearly disclosed. The Client also pays the Matching Submission Fee under clauses 8.7-8.8; the same applicable tax-disclosure rules apply. Supplier remittance is subject to clause 10.2, independently of Client discharge or IP transfer.

8.2 The Fee Base is the net Professional Fee properly payable for the relevant work or Deliverable Occurrence before legally required withholding, excluding separately stated GST or equivalent transaction taxes and properly evidenced, separately approved third-party pass-through expenses charged at actual cost without markup. Supplier margin, subcontractor labour and amounts labelled expenses that are substantively remuneration remain in the Fee Base. All Professional Fees, Platform Fees and approved costs under this version are stated, invoiced and paid in the Standard Currency. No SOW field may select another currency or create an exchange markup.

8.3 Except for an Assessment SOW, for which no New SOW Fee is charged, the New SOW Fee is irrevocably earned and becomes a debt at valid Sign-Off, whether or not Commencement later occurs. Arkatal may invoice it then or later, alone or on a combined invoice, with payment due under clause 9. Deferred invoicing neither defers accrual nor waives the debt. Delivery, acceptance, supplier payment, cancellation, postponement, suspension, termination, rejection, refund, non-payment or price concession neither conditions nor reduces the fee. Drafting, an introduction, exploratory call or signature by only one required principal does not alone earn it. Genuine billing errors, refunds for invalid or unauthorised Sign-Off, legally available Arkatal-breach remedies and clause 11.10's no-stacking rule remain unaffected. Accumulated paid Matching Submission Fee credits applied under clause 8.8 reduce the amount remaining to pay without changing the New SOW Fee specified in the Standard Commercial Parameters.

8.4 The Service Fee applies at the Service Fee Rate to all Professional Fees properly payable for initial work, every Deliverable Occurrence, Repeat Order, recurring occurrence, extension, approved variation, additional quantity and full-price cancellation under clause 35.1. It accrues when the corresponding Professional Fee becomes invoiceable through express or deemed acceptance, an operative determination or settlement, or the applicable cancellation trigger, and is invoiced with that component. No Service Fee is earned solely on an unperformed, uncommenced future Deliverable Occurrence that is cancelled without Professional Fees being due. A genuine credit, refund or binding reduction of the underlying Professional Fee requires the corresponding accrued or invoiced Service Fee to be cancelled or credited, and any corresponding amount received to be refunded; an unrelated damages claim does not itself reduce that Fee Base. For an Assessment SOW, ordinary invoiceability and accrual follow completion under clauses 53.12–53.14, not receipt of advance contributions or a final report while required verification remains outstanding; clause 53.17 governs exceptional non-completion. The New SOW Fee remains governed separately.

8.5 Classification follows clause 2.8. A classified New SOW incurs the New SOW Fee under clause 8.3; a change or Repeat Order that is not a New SOW does not. All additional Professional Fees remain subject to the Service Fee. Renaming a project, splitting or consolidating documents, using a scope field, rolling extension or replacement entity does not change that classification. Unchanged work must not be charged twice merely because a record is corrected, split or rescheduled. Both parties must report variations and actual values honestly.

8.6 A combined invoice does not merge the supplier debt and Arkatal's own debt. A supplier dispute is not a defence, deduction, set-off or counterclaim against a valid New SOW Fee, but a genuine dispute over the underlying Professional Fee also permits withholding of the directly corresponding disputed Service Fee under clause 9.7. Nothing prevents a genuine dispute concerning Arkatal's calculation, authority, Sign-Off evidence or performance. The special pre-funding, single assessment fee and contingent cost allocation in clause 53 prevail for an Assessment SOW.

8.7 Matching submissions and access. Each Client company receives the Free Matching Submission Allowance; each later qualifying submission incurs the Matching Submission Fee. No monthly, annual, employee, account or account-closure reset applies. Before any identifiable result or profile is disclosed, the company must have accepted these Terms and obtained approved account access; a chargeable submission also requires receipt of the applicable disclosed fee and tax through clause 9.2's approved payment route. The total must be disclosed before submission. This access-payment gate is separate from ordinary post-delivery invoicing. Free matching does not waive subsequent New SOW or Service Fees. No card storage, off-session debit or wallet authority is created. A deliberate submission of a refined brief after viewing results is a new Matching Submission using the remaining free allowance or incurring the disclosed charge. Saving an unsubmitted draft is not a submission. For technical failure, Arkatal must provide a replacement submission or replacement-search credit without additional charge or allowance consumption; for a completed search with zero matches it must offer a replacement search on that basis. A technical retry of the same request is not a new paid submission. Arkatal must link each replacement to its original submission so retries cannot duplicate charges, allowance use or monetary credits. A replacement produces no additional monetary credit unless another Matching Submission Fee is actually and validly paid; the original paid credit remains available once under clause 8.8. These remedies do not guarantee a result count or make a deliberately refined post-results brief a free replacement. Further matching access is subject to clause 6.15. A restriction does not remove the replacement, credit or independently required refund rights in this clause and clause 8.8.

8.8 Accumulated matching credits and submission records. Each Matching Submission Fee actually and validly paid creates one credit equal to that fee amount for that Client company against the New SOW Fee on a later qualifying signed New SOW. Credits from several searches accumulate and need not relate to the search or supplier that produced that SOW. Arkatal must apply eligible available credits to the next qualifying SOW signed after those credits become available, at its Sign-Off, up to its applicable New SOW Fee, and carry any excess forward. There is no negative fee, cash redemption, expiry because results are archived or ordinary credit forfeiture on account closure. Five paid searches create credit equal to the total Matching Submission Fees actually and validly paid for those searches; that credit reduces the next qualifying New SOW Fee, with any excess carried forward, before applicable tax reconciliation. An Assessment SOW or Repeat Order without a New SOW Fee consumes no credit. Credits do not reduce supplier Professional Fees or the delivery Service Fee calculated at the Service Fee Rate. Each credit is used once; Arkatal must order simultaneous Sign-Off events by the platform's recorded execution sequence, with unique SOW identifier as the tie-break, and allocate atomically in that order. Arkatal must record the company, originating payment and submission, any replacement link, credit created, SOW and amount applied, remaining balance and valid corrections. A free search creates no monetary credit. No duplicate charge, bonus credit or surprise refresh charge arises from the same action. Arkatal must reconcile voided or duplicated payments and invalid Sign-Off; a later delivery dispute or cessation of a validly signed SOW does not itself undo a properly applied credit. Independently required billing-error or mandatory refunds remain; this credit is solely future credit against qualifying New SOW Fees, with no double recovery. This rule operates throughout the Client company’s relationship, not only on its first-ever SOW. After credits have been applied to an earlier SOW, five later paid searches create fresh credit equal to the total Matching Submission Fees actually and validly paid for those searches, applied against the next qualifying New SOW Fee with any excess carried forward, before applicable tax reconciliation, even if none of those searches itself produces an Engagement.

8.9 Matching result access. The initial Matching Result Access Period starts when identifiable results first become accessible. Each evidenced genuine progression of the associated workflow, including a genuinely booked meeting, resets that result set’s ordinary expiry to the end of a fresh Matching Result Access Period beginning at that event, rather than adding that period to the old expiry. Arkatal must record the result set, event and timestamp and display the applicable ordinary expiry or signed-work status. Passive viewing, login, automated heartbeats, stale unanswered invitations or fabricated activity do not qualify; progress in one workflow does not reset unrelated searches. Valid Sign-Off of a linked SOW creates a separate extension only for details of the Fractional Company contracted under that SOW, including its named Fractional Expert’s details relevant to that Engagement. It does not extend other shortlisted companies or experts, the supplier’s wider personnel directory or unrelated profiles. Drafting, selection or supplier approval without valid Sign-Off creates no extension. Signing alone neither resets the ordinary period nor extends other results; those results retain their ordinary expiry and any otherwise qualifying workflow-progress resets. The contracted company’s relevant details remain accessible under the extension until delivery of its linked work. For finite recurring or multi-occurrence work, this means the final commissioned occurrence. Where the same company has several qualifying live linked SOWs, its relevant details retain the extension while at least one such SOW remains to be delivered. A different company’s live SOW does not preserve access to this company or the whole result set. Delivery is not payment collection or resolution of an unrelated fee dispute. If linked work terminates before delivery, Arkatal must retain the extension only for necessary bounded close-out of that work, record closure and end that extension when close-out finishes. Mere non-delivery creates no permanent directory. When the final applicable extension ends, any independently valid ordinary Matching Result Access Period continues only to its own expiry, without a fresh reset; otherwise Arkatal must archive the identifying matching details from ordinary Client access. A valid linked SOW signed after ordinary expiry restores access only to its contracted company’s relevant details, not the other expired results. Essential records remain separately available under clauses 20.3 and 38.8. Where neither an ordinary period nor a qualifying extension permits access, identifying results cease ordinary Client retrieval through search history, old links, APIs, downloads and historic payloads; history may retain non-identifying entries. Security, lawful suspension and authorised-account restrictions continue to apply. Necessary restricted Introduction, fee, credit, audit and dispute evidence may remain under clause 16 without preserving ordinary profile access, shortening the Protected Period or extinguishing monetary credit. This clause creates no right to export a profile directory or otherwise automatically reopen expired results; fresh matching follows clauses 8.7–8.8. Clauses 6.13 and 16 continue to apply.

9. Combined invoicing, bank payments and billing disputes

9.1 Arkatal invoices as disclosed collection and invoicing agent for the Fractional Company's supply and in its own capacity for its fees. The invoice or clearly identified accompanying supplier tax invoice must identify the Client; each supplier's legal name and relevant registration details; the SOW, Deliverable and Deliverable Occurrence; invoice trigger and supporting evidence; each supplier's net amount and applicable tax; approved expenses, credits, total in the Standard Currency and designated bank route. One billing pack and remittance instruction may cover both supplies, but must not present the whole as Arkatal's principal supply. Any legally required separate tax document must be provided. Supplier tax and billing facts come from verified onboarding records and must be kept current; currency and tax status are not negotiated in an SOW. Each occurrence invoice must separately identify its supplier allocation and the related Arkatal charges included for clause 10.2. A billing pack containing several invoices must preserve each invoice's separate payout condition; debts must not be retrospectively consolidated to delay payout.

9.2 The Client pays the combined invoice by bank transfer to Arkatal's independently verified designated Singapore account, or another expressly approved lawful banking or regulated-provider route. No company-card mandate, off-session card authority, automatic debit or payment-token permission is created by these Terms. Cash, anonymous funding, cryptocurrency, general-purpose wallet balances and transfers unrelated to an identified authorised transaction are not supported. The parties must provide proportionate payer/payee identification, remittance references and verification necessary for lawful collection.

9.3 Arkatal may invoice the New SOW Fee at Sign-Off or later under clause 8.3. It issues a supplier invoice as disclosed agent on express or deemed acceptance under clause 25, a Final Assessment Determination establishing invoiceability (with the assessor's own fee subject to required verification completion under clauses 53.12–53.14), a settlement, operative award or court order establishing invoiceability, or a cancellation amount due under clause 35.1. Payment is due within the Standard Client Payment Period after receipt of a valid invoice, subject to clause 26.3 for resolved disputes. Delivery work has no automatic advance or deposit; Matching Submission Fees have the access-payment gate in clause 8.7 and clause 53's Assessment Contributions require pre-funding. Purchase-order or onboarding formalities do not postpone a valid due date after Client authorisation. The Fractional Company must promptly provide accurate supporting invoice and tax information and make no duplicate demand for the same debt.

9.4 If an undisputed invoiced amount remains unpaid, Arkatal may send reminders, request verification or another approved payment method, block new SOWs or Repeat Orders and restrict platform access in accordance with clause 20. It may pursue its own debt and undertake ordinary collection administration within its supplier mandate, but has no duty to litigate, buy or insure a supplier receivable. Failed billing does not make Arkatal liable for supplier costs or suspend an Engagement on the supplier's behalf; the supplier's suspension rights remain under clause 34.

9.5 The Client's payment to Arkatal discharges the corresponding supplier and Arkatal invoice components only to the extent described in clause 10. The Client must not instead pay the Fractional Company, its Fractional Expert or another account without Arkatal's prior written approval of that route. A direct payment actually received and acknowledged by the Fractional Company must nevertheless be credited against its debt to prevent double payment; it does not settle Arkatal's own fees or excuse a reporting or off-platform breach. The Fractional Company must report and account for an unapproved direct receipt within two Business Days.

9.6 A variation of Arkatal's billing timetable or approved bank route requires written approval by an Arkatal director identifying the Client, Standard Currency, scope, any credit limit and expiry. The default payment deadline remains the Standard Client Payment Period after receipt of a valid invoice; use of an ordinary bank transfer does not require a separate card or director-credit concession. Bacs applies only where an appropriate UK payment arrangement has been expressly approved following regulatory review. A prospective change to credit does not retrospectively shorten an issued invoice's agreed deadline. A billing concession cannot alter the supplier's scope or payment rights without its required authority.

9.7 The Client must notify an apparent Arkatal billing error with reasons and evidence promptly, preferably within ten Business Days; later evidence is not automatically barred. Undisputed amounts remain due. Arkatal will investigate a genuine billing dispute and will not knowingly collect the contested portion while reasonably investigating it. Supplier-performance withholding and collection suspension follow clause 26.3, including their replacement by a Final Assessment Determination, settlement, operative award or court order; they do not suspend unrelated accepted Deliverable Occurrences or a valid New SOW Fee. A challenge to a Final Assessment Determination is not by itself a new Arkatal billing error or a renewed collection suspension. Merits follow clauses 25, 38 and 53 and are not decided by Arkatal. A confirmed overcharge in Arkatal's possession must be refunded within ten Business Days after confirmation; supplier-funded refunds and deadline priority follow clause 10.6.

9.8 Overdue undisputed Platform Fees are subject to the Late Payment Mechanics. Supplier-receivable interest belongs to the Fractional Company under clause 26.4 and is not a second charge on the same debt or a Service Fee base.

9.9 Legitimate fraud, banking and statutory dispute rights remain available. A recall or reversal does not itself extinguish an otherwise valid underlying debt; clause 10 allocates repayment according to cause and actual receipt. Bank details and changes must be supplied securely and independently verified through a trusted channel. Legally required withholding must be evidenced and allocated to the relevant supplier; no tax gross-up is implied. Each supplier is responsible for its own tax registration, treatment and reporting. Arkatal does not charge GST on the Fractional Company's supply merely because Arkatal itself is GST-registered, or omit that supplier's properly chargeable GST merely because Arkatal is not registered.

9.10 For a partial receipt allocated by the Client to a genuine undisputed invoice component, Arkatal must respect that lawful allocation. If no allocation is given, it must first seek clarification and, where reasonably necessary to account for an otherwise identifiable invoice, allocate proportionately across the due components, not take all of Arkatal's fee while withholding the supplier's entire share. Statements must show invoiced, disputed, credited, collected and remitted amounts separately. Users must not confuse a successful collection with technical acceptance or a guarantee of subsequent recovery. Accurate allocation and Client credit do not trigger partial supplier payout before clause 10.2 is satisfied. Held supplier allocations remain protected under clause 10.3.

10. Disclosed collection agency, remittance, reversals and refunds

10.1 The Fractional Company remains sole supplier and creditor of Professional Fees and authorises Arkatal to invoice and collect them as disclosed agent under clause 5. The Client uses Arkatal's designated route. Correctly attributable Cleared Funds received by Arkatal discharge the Client as if paid to the Fractional Company, despite Arkatal's subsequent remittance delay, default or insolvency; no second collection is permitted, subject to lawful reversal under clause 10.5. Until valid receipt, the Fractional Company bears Client credit, late-payment, default, collection and insolvency risk and makes its own diligence and credit decisions. Arkatal is not buyer, primary debtor, guarantor, purchaser, factor or insurer of the receivable: it must account for Cleared Funds received and remit under clause 10.2, not advance its own money for unpaid fees; clause 10.10 separately requires making good its own payment error. The Client bears counterparty performance risk subject to direct contractual remedies; collection or remittance status is no performance warranty.

10.2 Arkatal must account for received funds and remit the Fractional Company's full allocated Professional Fees and any supplier taxes or approved expenses within the Standard Fractional Company Payout Period after the later of (a) receipt in Cleared Funds of the complete amount properly due on the identified Deliverable Occurrence invoice, including its separately identified supplier amount and related Arkatal charges, and (b) receipt of the verified supplier account details needed to pay. No supplier payout on that invoice is required before this full-payment condition, even if the unpaid balance is small. The condition is invoice-specific: unrelated invoices or charges cannot block it; a separately invoiced New SOW Fee remains separate unless legitimately allocated to the identified invoice at issue. Arkatal's Service Fee and New SOW Fee are additional Client charges and are not deducted from that Professional Fee. A valid credit, legal withholding, reversal, refund or expressly authorised and properly due adjustment may be applied only as provided in this clause, with an itemised statement. For an Assessment SOW, clause 53 governs allocation and invoiceability; the payout period runs only after the later of the assessor's fee becoming properly payable under clauses 53.12–53.14 or the limited clause 53.17 exception, cleared receipt and receipt of the verified account details needed to pay. Normal bank processing after a timely transfer instruction is not a guarantee of the receiving bank's timing. The properly due invoice balance must reflect lawful credits, refunds, documented withholding, permitted set-off and operative outcomes; non-cash discharge creates no cash to remit. Good-faith dispute rights remain. The condition does not undo actual Client payment credit under clause 10.1, add an Arkatal-fee condition to IP transfer under clause 31.1, or delay a separately due refund or assessment-contribution return. If an invoice remains incomplete, including after cancellation, final default or a dispute confined to an Arkatal charge, partial receipts remain protected, allocated, credited and separately recorded pending satisfaction of this invoice-specific condition. Elapsed time alone does not require partial payout, return or routine closure. Arkatal may not forfeit those receipts, use them as working capital or apply an unrelated lien. A separately due refund, lawful restriction, recorded settlement or binding decision is implemented under its own terms; this condition does not postpone that independent duty.

10.3 Arkatal must maintain transaction-level records separating its own fees, supplier amounts, refunds and Assessment Contributions, reconcile receipts and payments, and restrict access to payment instructions. It must not use unremitted supplier allocations or refundable Assessment Contributions as working capital, lend them, speculate with them or set them off against another User's debt. This is transaction-specific agency collection, not a general escrow, deposit-taking, wallet, payroll or money-transfer service. No label excludes any fiduciary, safeguarding, accounting or other duty imposed by the actual relationship or law, and the parties must use any required protected account or authorised-provider structure before operating the affected flow.

10.4 Arkatal may delay only the affected amount while a known fraud alert, bank restriction, sanctions issue, conflicting lawful instruction, refund entitlement or binding order prevents lawful allocation or transfer. It must promptly give available reasons where lawful, seek resolution and release unaffected amounts on time. The invoice-specific condition in clause 10.2 applies to the properly due related charges on that invoice; an unpaid separate invoice or unrelated dispute does not permit retention of otherwise remittable supplier proceeds. Funds sent in error or without a supported transaction must be identified and returned lawfully to their source where possible; such a receipt does not create a new service or extinguish an unrelated debt.

10.5 If a received payment is subsequently validly reversed or lawfully recovered from Arkatal, responsibility follows the underlying cause. A reversal attributable to the Client's non-payment, fraud or unauthorised funding leaves the Client responsible for its valid underlying debt and, as between Arkatal and the Fractional Company, falls within the supplier's assumed Client credit risk, unless caused by Arkatal's own breach. The Fractional Company must repay an amount already remitted to it to the extent a valid reversal or refund is attributable to its services, a binding Client remedy, its fraud or its assumed Client credit risk. It is not liable for a reversal caused by Arkatal's independent error, misconduct or breach merely because it used the platform. No party must reimburse an unsupported demand or pay twice; contested responsibility follows the dispute process. A repayment demand must identify the transaction, amount actually remitted and subsequently lost by Arkatal, and the evidenced legal or contractual basis and cause. A recall request, complaint or unproved allegation alone is insufficient. A qualifying supplier repayment is not conditional on Arkatal first suing the Client or on the supplier successfully recovering from the Client; the supplier retains its valid underlying Client claim to the extent the earlier discharge is lawfully reversed. Recoveries, returns, credits and make-good payments must be reconciled so the same loss is compensated once. This allocation creates no bank reversal power and binds no bank, regulator or non-party. Assessment-contribution treatment is subject to clause 53.7 and the stage-specific rules in clause 53.8.

10.6 Where a supplier refund is agreed, established by a Final Assessment Determination, or established by an operative binding award or court order, the Fractional Company must fund the supplier component through Arkatal. A specific refund timetable for the triggering mechanism, including clauses 9.7, 37.2, 38.9, 53.13, 53.14 or 53.17, prevails over clause 35.2's generic period; an operative award, court order or recorded settlement expressly setting a different deadline governs the sum it addresses. If more than one timetable otherwise applies to the same refund, the earliest applicable deadline controls. A later audit, termination or other confirmation does not restart an existing deadline. The Fractional Company must make the necessary funds available in time for Arkatal to remit by the applicable deadline; Arkatal must return corresponding funds already held or received and cleared by that deadline, subject to clause 10.4. If supplier funding is late, Arkatal must remit promptly and within the Standard Fractional Company Payout Period after cleared receipt and verification of the recipient details, without excusing the supplier's lateness. Arkatal need not advance an unfunded supplier refund, and the Client retains its claim against the Fractional Company. Arkatal's own overcharged or refundable fees and refundable contributions it holds remain its direct refund obligations and are not conditional on recovery from the supplier.

10.7 A properly due, evidenced supplier repayment under this clause may be deducted from subsequent amounts otherwise remittable to the same Fractional Company after notice identifying the transaction, cause and calculation. A genuinely disputed indemnity, unadjudicated Off-Platform Engagement Fee or unrelated damages claim may not be taken from supplier allocations without express authority, agreement or lawful enforcement. The Fractional Company must keep receiving-account details current and independently verified. Normal domestic remittance costs incurred by Arkatal are included in its fee; an exceptional bank or foreign-exchange cost requires prior disclosure and agreement and must not silently reduce the quoted Professional Fee.

10.8 Arkatal may administer invoices and reminders and provide payment/contract records, but need not litigate or resolve technical acceptance. The Fractional Company may enforce its unpaid receivable through the agreed dispute forum, notifying Arkatal for receipt and credit reconciliation; it cannot claim money already validly paid to Arkatal. This assistance does not make Arkatal claimant, defendant, arbitrator or guarantor.

10.9 If the platform or agency relationship ends, Arkatal must complete lawful accounting, remittance and refunds for transactions and funds already entrusted to it. Any successor collection route must be identified in an authenticated written notice to both principals, preserve payments already discharged and not increase the Client's debt or diminish the supplier's properly due price. Continuing administration of an existing receivable does not authorise new service transactions after the mandate has ended.

10.10 Mistaken payments. A bound User receiving an evidenced mistaken payment must return it within five Business Days after effective supported notice under the Formal Notice Mechanics identifying the transaction, amount and grounds, through a verified lawful route. This does not bind an unrelated non-signatory or require payment of an unsupported demand. If the supplier supplied incorrect independently verified account details and Arkatal correctly followed them without contributory breach, the supplier bears that error. Compromise or fraud is allocated by actual cause and compliance with verification and security duties, not authentication alone. If Arkatal had correct verified details but made its own payment error, it must promptly notify the affected parties, seek recall and recovery and pursue available insurance. Its maximum recovery window is 30 calendar days from the earlier of identifying its error and receiving credible supported notice; later confirmation, notices or insurance activity do not restart it, including where the original error is discovered late. Exclude the anchor date from counting: day one is the next calendar day and the window ends at the end of the thirtieth calendar day in Singapore time, including weekends and holidays. Arkatal must promptly pay the correct supplier following earlier successful recovery and, in any event, make good the affected received payment by expiry of that window whether or not recovery or insurance has succeeded. Arkatal bears its attributable unrecovered shortfall; later recoveries reimburse amounts it has made good without duplicate compensation. Mandatory legal or banking restrictions affecting the payment remain, but unaffected payments must proceed. This is a primary payment duty preserved by clause 19.4, not a guarantee of a Client invoice never received; clause 20.1 adds no further grace period.

11. Introductions, reporting and fixed off-platform charges

11.1 The Protected Period covers the Client's platform relationship and the Introduction Tail after the latest of the Introduction, completion or termination of the last Engagement of that Introduced Pair, and their last substantive platform activity concerning an actual proposed or live Engagement. Such activity means a genuine exchanged proposal, project negotiation, requested meeting or work administration between that pair. A login, automated marketing message or unilateral unsolicited message does not restart the Introduction Tail. An Introduction can be protected before any SOW, interview or reciprocal disclosure, subject to the acceptance requirement in clause 1.8. Ordinary registered work attracts clauses 8-10; an Off-Platform Arrangement attracts the fixed allocation below instead of scope-dependent percentage calculations for the covered off-platform work.

11.2 Coverage includes extensions, renewals, replacement SOWs, new projects and arrangements routed through Related Entities or another company controlled by the same Fractional Expert to continue the introduced relationship. The original Client undertakes as its own debt to pay the applicable fee attributable to a covered arrangement it procures, directs, benefits from or routes through such an entity. An independent affiliate is not automatically bound; it must accept its own Platform Agreement where it is the contracting Client. Mere group membership without a connection to the Introduction is insufficient. A company or individual is not bound merely because named in these definitions. This includes later-created controlled supplier vehicles within clause 2.4. A claim against an accepting Fractional Company must establish its own undertaking or knowing participation under clause 11.7, or the separate obligation of another bound entity; control alone does not create a non-signatory debt.

11.3 Using an external email, call, meeting or document tool is not itself circumvention where the transaction remains registered and its fees and payment route are honoured. Users must not conceal a covered arrangement, falsify the source of an Introduction, misstate value or start, use a false entity or manipulate account, Sign-Off, ordering or payment records. Each must report a covered Engagement, Off-Platform Arrangement, variation or relevant Related Entity within five Business Days and supply proportionate evidence. Choosing the lawful off-platform alternative in this clause triggers its fixed price even if promptly reported and without proof of dishonesty; concealment is a separate reporting breach. Account closure does not extinguish the Protected Period. Commercially additional side arrangements, unregistered additional work and split or direct payments remain subject to this clause even where the original work was registered. Proper pre-work variations, in-scope operational instructions and correction of existing defects are not themselves off-platform arrangements. A late administrative notification alone is not proof of diversion; classification requires evidence. Genuine approved at-cost expenses remain subject to clause 8.2.

11.4 A demonstrable active business relationship or specific opportunity independently established before the Introduction may be excluded by Arkatal's written acknowledgement. A User must identify it promptly, normally within five Business Days of the Introduction, with contemporaneous evidence. A name in a contact database alone is not an active relationship. Genuine late evidence will be considered reasonably; Arkatal will not charge for an opportunity it did not introduce merely because the same person appears on the platform.

11.5 Users must keep proportionate engagement and fee evidence for registered work for seven years after the relevant final Deliverable Occurrence. For Introduction and Off-Platform Arrangement evidence, including where no SOW or Deliverable Occurrence exists, the seven-year period runs from the latest applicable event: the end of the relevant Off-Platform Arrangement, final payment or settlement of its related fees or claims, and expiry of the relevant Protected Period. Events that never arise are disregarded; where no Off-Platform Arrangement or payment occurs, expiry of the Protected Period supplies the trigger. The interaction with clause 37.1 for overlapping registered-work records is governed by that clause. Only necessary relevant evidence may be retained, subject to privacy requirements, periodic necessity review and documented lawful holds. On at least five Business Days' notice, Arkatal or an independent confidential auditor may inspect relevant redacted records to verify reporting, normally no more than annually unless there is a reasonable suspicion of concealment. Access must be limited to the relevant relationship and protect unrelated information. Arkatal bears routine audit costs; a materially under-reporting User bears reasonable substantiated additional audit costs caused by its breach.

11.6 Liability attaches to the company that accepted the relevant obligation. The Fractional Company is not an ordinary payer of Arkatal's Client-side New SOW Fee or Service Fee, but can owe its specified Off-Platform Engagement Fee for its own knowing participation under clause 11.7. No personal liability attaches to a Fractional Expert or representative merely through a profile, meeting, employment or signature for a company. Each liable company owes only the amount assigned to it; the innocent company does not guarantee the other's payment. An employment arrangement is additionally subject to clause 11.12.

11.7 Where an Off-Platform Arrangement follows a Direct Introduction, the Client owes the Direct Introduction - Client Off-Platform Fee. The Fractional Company separately owes the Direct Introduction - Fractional Company Off-Platform Fee only if it knowingly agrees, participates or assists in taking the introduced business relationship off-platform, including by routing it through its Fractional Expert or a substitute controlled entity. Merely receiving an introduction or being unaware of the Client's use of Arkatal information does not make it liable. Where the first Off-Platform Arrangement follows a One-Sided Introduction and the Client has identified or approached the Fractional Expert without a Direct Introduction, the Client alone owes the One-Sided Introduction - Client Off-Platform Fee and the Fractional Company owes no fixed fee for that initial event. Subsequent reciprocal disclosure does not retroactively convert that allocation into additional Direct Introduction charges. These alternative allocations are mutually exclusive for the same connected off-platform relationship.

11.8 The fixed Off-Platform Engagement Fee arises when the relevant Off-Platform Arrangement is entered into or performance begins, whichever occurs first, subject to clause 11.12. It is independent of the price, duration, scope or value of the off-platform contract and is payable within the Standard Client Payment Period after a valid invoice. A fee demand must identify the accepting company, Introduction, applicable scenario and evidence of the triggering arrangement and, for a Fractional Company, its knowing participation. The amount is not a greater-of test, a percentage of salary or a separate sum per message, invoice or Deliverable Occurrence. Properly chargeable GST is additional only to the extent required by the actual legal and tax character of the charge.

11.9 For an otherwise lawful independent-business arrangement, off-platform dealing is available as an alternative commercial route at the fixed price stated above; prior concealment or breach is not a condition of that price. The price substitutes for ongoing platform transaction remuneration for that connected off-platform relationship during the remaining Protected Period. It does not license employment placement, illegal work, misuse of data, false statements or any other prohibited act. Payment of the price does not entitle the parties to ongoing platform administration, invoicing, collection or dispute-assessment support for unregistered off-platform work.

11.10 There is one applicable fixed-charge allocation for a connected course of off-platform dealings of an Introduced Pair during the Protected Period, not a fresh application of the applicable Off-Platform Engagement Fee for every repeat or extension. Arkatal must not also claim the New SOW Fee or Service Fee that would otherwise have applied to the same covered off-platform work. Ordinary Platform Fees already paid for that same work must be credited against the Client's fixed charge, and unpaid duplicate ordinary fees cancelled, so there is no stacking; fees for separate genuinely registered work remain due. A later registered SOW chosen by the parties carries its transparently disclosed ordinary fees for that different registered work. Distinct, reasonable enforcement costs are recoverable only once and only where lawful. Later registration, record or invoice correction or payment of ordinary fees does not erase an accrued fixed charge for diverted work, subject to the same-work credit and cancellation rules above. Genuinely future distinct work may be properly registered without wiping out past obligations. Actual direct supplier receipts remain credited against the supplier debt under clause 9.5; that credit is not retrospective permission for bypassing the platform.

11.11 A company may contest the existence of acceptance, an Introduction, a causal connection, the Protected Period, the applicable scenario, its participation or lawful recoverability; it does not have to agree an unknown off-platform scope or price before the fixed amount can be assessed. The parties intend the permitted off-platform price to serve the independent commercial purpose in clause 11.9. The description of a charge does not determine its legal character or defeat the law relating to penalties, restraint of trade or regulated activity. If the fixed charge is unenforceable, Arkatal may instead pursue only lawful ordinary fees or proven loss actually available on an independent legal basis, not automatic substitution of another fixed sum or duplicate recovery.

11.12 Employment boundary. Independently concluded permanent, temporary, fixed-term, contract or employment-like arrangements after a lawful business Introduction remain reportable to prevent concealment, but Arkatal offers no employment-conversion, recruitment or placement service; clause 4.8 prevails. A fee triggered by such an arrangement is not invoiceable or collectible unless Arkatal first obtains a written Ministry of Manpower determination or specific written Singapore regulatory-perimeter advice supporting lawful recovery on the actual facts without licensable employment-agency activity. Otherwise no employment-triggered fee is demanded. Any separate antecedent business/reporting breach claim must stand on its own basis and must not disguise a placement fee; an off-platform label establishes no licensing exemption.

11.13 Arkatal must maintain proportionate evidence of profile access or delivery, recipient authority and acceptance, the information disclosed, meeting invitations and the applicable Terms version. Identity disclosure to only one side is sufficient for an Introduction, but not proof that both sides knew of or participated in a circumvention. A genuine pre-existing active relationship or independently established specific opportunity remains subject to clause 11.4. False or duplicate accounts, third-party intermediaries and deliberate use of an identifiable redacted profile do not avoid an otherwise established obligation.

11.14 Proportionate investigations. Arkatal may conduct routine, automated and suspicion-triggered checks to detect, investigate and enforce covered off-platform activity, under-reporting and related fees. It may use lawfully held access, workflow, Introduction and transaction records, company registries, websites, public professional or business information and information lawfully obtained from relevant counterparties, related entities and appropriate third parties, and make proportionate inquiries to them. It has no compulsory power over non-parties and no permission for deception, unlawful access, unrestricted surveillance, unnecessary disclosure or public allegations. Privacy, confidentiality, purpose limitation, provenance, provider controls, retention review and applicable transfer requirements continue to apply. Company permission does not supply individual privacy rights. These checks do not authorise access beyond private-system permissions, repurposing instructed Client datasets under Part III, or independent provider AI training. Routine checks of already lawfully held or public information are distinct from intrusive audits under clause 11.5. Arkatal must update the Privacy Notice, operational notices and provider records before activating expanded monitoring; it does not promise detection of every breach.

11.15 Investigation response. On effective notice under the Formal Notice Mechanics, the User must provide an authorised company response within five Business Days based on reasonable inquiry and proportionate relevant records. Arkatal must allow an exceptional reasonable extension where justified by extensive records or information outside the company's immediate control. Confidentiality and appropriate redaction safeguards apply. A supported response may deny off-platform activity. Non-cooperation is a separate breach capable of engaging proportionate audit, suspension or enforcement remedies; it is not an admission or proof of an Off-Platform Engagement Fee. Arkatal must establish that fee's actual contractual trigger.

12. Operational data and company permissions

12.1 Each User licenses Arkatal, with authority to engage the partners and providers in clause 16, to host, reproduce, structure, transmit, analyse and use Platform Content to provide the requested platform and agency services, administer accounts and introductions, generate drafts, operate authorised agents, conclude authorised SOWs, administer invoicing, collection and remittance, support Users, secure systems and meet legal and evidential obligations. The licence is non-exclusive and limited to rights the User can lawfully grant. Necessary partners and service providers may act within those purposes under appropriate written protections. The separately defined development licence in clause 15 is additional, not an unlimited extension of this operational purpose. Detection and administration of fee obligations under clauses 11.14-11.15 are subject to their limits and do not expand the rights granted in instructed data.

12.2 The User authorises necessary disclosure to intended counterparties and approved service providers, subject to the Privacy Notice, confidentiality and applicable law. A profile is not made public beyond its notified audience merely by uploading it. A User must not upload an entire third-party production dataset simply because the platform accepts files. Project delivery data should remain in the parties' authorised systems unless a specific platform processing purpose and suitable safeguards are agreed. Counterparty disclosure and profile access remain subject to clauses 6.13 and 8.9; an introduction does not authorise external profile-pack circulation. Information submitted for matching and evaluation is subject to clause 12.7; that permission does not expand instructed processing under Part III or the separate development permissions.

12.3 Corporate permission is distinct from individual consent. Each User warrants that it has the rights, permissions and applicable lawful bases necessary to submit the material and authorise its specified permitted uses and disclosure of associated Personal Data, including information about employees, references and clients. Users must avoid submitting the excluded material in clause 15.3 through ordinary platform fields or meetings and promptly notify Arkatal on discovering unauthorised or restricted material in a submission, Platform Recording or Platform Transcript. Arkatal must provide its own required notices and obtain direct consent where needed. No corporate warranty transfers away Arkatal's independent legal duties.

12.4 Operational AI inference and document assistance are distinct from using content to change model parameters, develop datasets or test new agents. The additional licence in clause 15 covers lawful preparation of eligible sources and broad development and commercialisation using Anonymised Development Material. It is granted through authorised company acceptance or the Individual Participant’s express personal acceptance within their respective rights, without a routine additional licence for each meeting, dataset or permitted product. Identifiable source content is not a broad development input under this route. An operational inference or preparation purpose must not be used as disguised training. Information processed solely on instructions under Part III cannot be repurposed through this clause.

12.5 Arkatal may create and use service telemetry and statistics derived from platform activity only where they have been aggregated, de-identified or otherwise transformed to a degree reasonably designed so that they do not constitute Personal Data and do not identify or reasonably reveal a User, Fractional Expert, Engagement or Confidential Information. Such information may be used for security and fraud prevention, capacity planning, product analytics, service measurement and industry-level benchmarking. Arkatal must not attempt re-identification or disclose a benchmark based on a population so small or distinctive that identity or confidential information is reasonably inferable. This clause does not authorise source-content model training or an independent provider's model training outside the applicable rights and lawful basis under clauses 15 and 52.

12.6 Where a User deliberately exports, downloads, sends, publishes or shares Platform Content through an available feature or approved integration, the User is responsible for selecting the intended recipient, audience and access scope and for having authority to make that disclosure. Arkatal remains responsible for executing the authorised instruction with the security and care required by these Terms, but is not responsible merely for a recipient's subsequent handling of information after lawful delivery outside Arkatal's control. User-directed sharing does not waive confidentiality, privacy or intellectual-property restrictions or grant a recipient broader rights than the disclosing party held. An available export or sharing feature does not override clauses 6.13 and 8.9; essential-record exceptions remain narrowly scoped.

12.7 Information shared for matching and evaluation. Each User should provide enough information to explain its requirements, expertise and proposed services, while limiting sensitive information to what is reasonably necessary to assess a potential Engagement. Unnecessary sensitive business context, detailed operational information, trade secrets, source code, access credentials and personal data should not be included. Each User authorises Arkatal to share information it submits for matching and evaluation with relevant prospective counterparties that have accepted these Terms, including their confidentiality obligations. This may include several prospective counterparties, whether or not an Engagement results. Each User must take that intended audience into account when deciding what to submit and must have the necessary authority to share it. Arkatal and each receiving User remain bound by these Terms’ confidentiality, permitted-use and data-protection obligations. Authorised sharing for evaluation does not make the information public or permit its use for unrelated purposes.

12.8 Opportunity Summaries. Each Client grants Arkatal a non-exclusive, worldwide, royalty-free licence to extract, summarise, generalise, adapt and combine information from briefs it submits or authorises into outward-facing opportunity descriptions and examples. The permitted purposes are delivering searches, attracting and onboarding prospective fractionals, personalised previews, targeted outreach and Arkatal’s own marketing and promotion. Audiences include registered and unregistered prospects, individuals without companies and the public, through the platform, websites, email, LinkedIn and other social media, advertising, presentations and other marketing channels, including distribution by providers acting on Arkatal’s behalf. This permission is granted upfront on authorised acceptance and does not require approval of each summary or campaign. The Client must have the necessary authority and identify any special restrictions before the affected use; third-party rights and applicable personal-data requirements remain. Arkatal must exercise reasonable care in selecting and generalising content, ordinarily omitting names and direct identifiers and respecting notified restrictions. The Client acknowledges that contextual recognition may remain possible within this permitted disclosure; no perfect anonymity or particular redaction technique is promised. Client names, logos, attribution and testimonials require separate permission. A permitted public summary is not automatically Anonymised Development Material, and this licence does not publish or license the full underlying brief. Summaries may illustrate closed, withdrawn, filled or completed opportunities and continue after the Client relationship ends, without suggesting that historical work remains available or the Client endorses Arkatal. On the Client’s request to enquiries@arkatal.com or account support, Arkatal must stop future marketing reuse and remove the affected summaries from channels it controls within a reasonable period, including directing providers distributing on its behalf as appropriate. This does not promise recovery of messages already sent or independent third-party copies. Necessary evidence may be retained for its restricted lawful purpose. A marketing-stop request does not itself terminate an Engagement, cancel authorised operational matching or withdraw a separate technology licence. Client permission to use a summary does not supply authority to contact a particular prospect; applicable outreach requirements remain.

13. Confidentiality, including before an SOW

13.1 Confidential Information means non-public business, financial, technical, commercial or personal information, including briefs, profiles not intended for public distribution, proposals, pricing, messages, recordings, SOWs, work product and information reasonably understood to be confidential. It excludes information the recipient can demonstrate was already lawfully known without restriction, independently developed without use, lawfully received without restriction, or public without breach.

13.2 Arkatal and each User must use another party's Confidential Information only for the permitted platform activity or proposed or actual Engagement, or, for Arkatal and its authorised on-behalf-of providers, the controlled preparation and anonymised development expressly permitted by clauses 13.4 and 15. Disclosure of Opportunity Summaries within clause 12.8 is also expressly permitted, including to public recipients who are not bound by platform confidentiality. Each must protect it with reasonable care and apart from the permitted disclosures under clause 12.8, disclose it only to people and providers who need it and are bound by appropriate confidentiality duties. Each is responsible for its permitted recipients. Legally compelled disclosure must be limited and, where lawful, preceded by notice and reasonable cooperation to protect the information.

13.3 Each User expressly promises this protection for disclosures received from another platform User during evaluation, discussions and onboarding, before an SOW exists. That disclosing User may enforce this promise as an identified class of beneficiary under the Contracts (Rights of Third Parties) Act 2001, subject to clause 13.6 where the Users become Engagement parties. An SOW subsequently incorporates equivalent reciprocal duties. Sharing information does not oblige either company to proceed or confer authority to use it in another project.

13.4 Arkatal’s controlled preparation and anonymised development use of Confidential Information is permitted within the express content licence in clause 15 or a separately recorded additional owner permission. An applicable lawful basis is required for processing Personal Data during source preparation. Eligible ordinary confidential meeting discussion is included within the company’s or individual’s actual rights; no new company permission is required for each meeting. Anonymisation does not remove another owner’s confidentiality or IP rights. An approved on-behalf-of partner under clause 16 receives only rights necessary for authorised work. Technology commercialisation under clause 15.6 gives a buyer or licensee no default rights to underlying Confidential Information, publication of source records or independent source-data exploitation. Opportunity Summary disclosure is separately governed by clause 12.8.

13.5 On request or when the permitted purpose ends, recipients must return or securely delete information subject to lawful record retention, agreed development permissions and protected backup cycles. Retained material remains protected and restricted to its lawful retained purpose. Duties continue while the information remains confidential; Personal Data remains protected while held. Names, logos, attribution, testimonials and engagement examples outside the Opportunity Summary permission in clause 12.8 require separate publicity consent. The development and technology commercialisation licence does not authorise publication of meeting clips or use of a person's identity, voice or likeness for promotion, voice cloning or biometric purposes; those uses require their own applicable rights and permissions.

13.6 Confidentiality claims between Engagement parties. Once a Client and Fractional Company conclude an Engagement, clause 33's liability allocation and clause 38's dispute forum govern claims between them for confidentiality breaches committed at or after its Sign-Off in connection with evaluating, performing, receiving or administering that Engagement, including misuse of information originally disclosed before Sign-Off. To the extent legally permitted, that allocation applies regardless of whether the same substantive breach is pleaded under this clause, Part II, third-party enforcement, tort, equity or another legal basis; changing the route neither creates another cap nor permits duplicate recovery. Rights accrued from a breach committed before Sign-Off retain their then-applicable liability and forum treatment, including loss later discovered or quantified, unless expressly settled or varied by the right-holder. A continuing course of conduct does not reclassify an accrued claim; separable later breaches are allocated to their own conduct without double recovery. Arkatal's and Protected Persons' own liabilities and separate indemnity rights remain governed by Part I, and mandatory rights and clause 33.4's exceptions remain unaffected.

14. Intellectual property in the platform and content

14.1 Arkatal and its licensors retain rights in platform software, templates, workflows, agents, ranking systems, models and non-user-specific improvements. Users receive a limited right to use the platform for its permitted business purpose. They must not copy the service, reverse engineer it except where law permits, or claim ownership of Arkatal's underlying systems.

14.2 Users retain their rights in their inputs. Ownership and licensing of commissioned deliverables between Client and Fractional Company are governed by clause 31, not by Arkatal's fee or platform licence. To the extent Arkatal owns rights in an individually generated SOW draft or administrative output intended for the User, Arkatal permits its use and adaptation for the intended Engagement, excluding underlying software and third-party material.

14.3 Arkatal may use voluntarily supplied non-confidential feedback to improve its services without payment. This does not authorise use of Personal Data, confidential work product or third-party IP for development without the applicable permissions. AI output may not be unique or eligible for exclusive IP protection. No licence exceeds the rights actually held or overrides applicable law.

14.4 Developed Technology means software, models, evaluation systems, embeddings, configurations, workflows, agents and other technology lawfully developed under clause 15, distinct from the underlying customer records and source material. Rights in Developed Technology belong to Arkatal or the owner identified in the applicable development agreement, including a contracted development partner where agreed, subject to rights in source material and continuing privacy and confidentiality obligations. Users and Individual Participants retain their source-material rights; the licence creates no right to royalties or ownership of Developed Technology. Technology ownership does not make embedded or extractable Personal Data or Confidential Information unrestricted or excuse a lawful correction, withdrawal or deletion request.

15. Arkatal development licence, lawful bases and separate restricted permissions

15.1 Each User and Individual Participant grants Arkatal a non-exclusive, worldwide, royalty-free licence within the rights they own or are lawfully entitled to license to prepare eligible sources under clauses 15.3–15.5 and use resulting Anonymised Development Material for Arkatal Development Uses. These uses are developing, training, fine-tuning, evaluating, testing, monitoring, securing and improving software, AI models including generative AI, datasets, embeddings, agents, configurations and workflows, and commercialising resulting Developed Technology under clause 15.6. They extend across lawful industries and use cases, including recruitment and other commercial workflows, beyond the existing platform. The content licence is granted on the company’s authorised acceptance or the individual’s express personal acceptance for eligible material supplied within that accepted relationship. It does not retrospectively license pre-acceptance material without express authority, consent for another person, or authorise an independent provider’s own source-data training. Material processed solely on instructions under Part III, including copies, extracts and derivatives, remains outside this licence unless independent-purpose use has first been established under clause 40.3; anonymisation alone does not release those instructions.

15.2 Anonymised Development Material means eligible material transformed and assessed so that individuals are no longer identifiable under applicable law, having regard to the information itself, other information reasonably available and the actual access and recipient context. Removing names, replacing them with codes or hashes, retaining reversible mappings, or labelling an output synthetic does not by itself meet this standard. Assessments must consider unique professional histories, voices, contextual clues, linkage to retained originals and other reasonably available data. Models, embeddings and other derived artefacts are not deemed anonymous merely by their format. Confidentiality, IP and source-licence restrictions continue even where material meets the personal-data anonymity standard.

15.3 Eligible sources include authorised professional profiles and CVs, experience and profiling answers, structured project briefs and SOW particulars, authorised reference facts, minimised outcome and performance feedback, platform activity and administrative interaction data, and authorised Platform Recordings and Platform Transcripts. The licence includes ordinary confidential budgets, pricing, operating problems, requirements and proposed solutions within the company’s or individual’s rights. Eligible sources may undergo lawful controlled preparation into Anonymised Development Material; identifiable originals and pseudonymised records are not inputs to broad training, fine-tuning, evaluation, testing or development under this route. No routine meeting-by-meeting content licence, transcript approval or dataset approval is required. Externally obtained recordings, unsolicited emails or attachments, Client confidential deliverables, source code, substantive production datasets and unrelated company documents remain excluded unless the relevant owner specifically authorises the additional use and all required rights and lawful bases are established. Credentials, payment tokens, full card or bank details, authentication secrets, identity-document images and government identification numbers are excluded from training datasets. Restricted health, biometric, children’s, privileged and unauthorised or unrelated third-party material remain excluded unless a separately approved lawful protocol expressly covers the preparation and use; unnecessary highly sensitive personal information must not be included. Speaking, screen-sharing, uploading, transcribing, extracting or anonymising an excluded item does not make it eligible. Ordinary company-confidential knowledge is not excluded merely because commercially sensitive, but its use and release must remain authorised.

15.4 Before accessing or processing identifiable source material for preparation, Arkatal must establish and record the actual applicable lawful basis, notices, owner rights, purpose and provider scope for that activity and jurisdiction. Lawful preparation includes necessary selection, filtering, generalisation, transformation and assessment of anonymity, with access to originals limited to that purpose and authorised operational uses. General acceptance, the content licence or a statement that anonymisation will occur does not itself establish a personal-data lawful basis. A statutory exception may be used only where its actual conditions are met. If the basis or necessary rights are missing, the affected preparation and development use must not proceed. Applicable UK or other data-law requirements are assessed separately where they apply. Preparation quality checks do not authorise broad source-data training first followed by anonymising a model later. Each relevant content owner’s rights must be respected and the more restrictive valid permission governs combined material.

15.5 Broad Arkatal Development Uses under this licence proceed only after the material meets clause 15.2’s anonymity standard and applicable exclusions and permissions have been checked. Failed or uncertain material is held out, further transformed or excluded; an asserted disclaimer does not satisfy this gate. There is no mandatory consent to broad identifiable-personal-data training under these Terms and this route does not require an optional development checkbox for genuinely anonymised material. Where consent is required for identifiable operational or preparation processing, it must be valid for that actual purpose and is not supplied by another person’s acceptance. Arkatal must not condition core services on consent beyond what is reasonable to provide them. A different route involving identifiable personal-data development requires its own lawful basis, applicable choices and the change controls in clause 20.9; it is not activated by this licence.

15.6 Within these limits Arkatal and its approved on-behalf-of providers may curate, annotate, minimise and transform eligible sources through lawful preparation, and develop technology using Anonymised Development Material. Arkatal may commercialise Developed Technology through subscriptions, licences, white-labelled services, standalone products, hosted services and customer-operated deployments across lawful industries and use cases. It may grant necessary technology rights to customers, regional partners, resellers and group companies to use, operate, adapt, distribute and sublicense those products, including a recruiter using a licensed tool internally with its own operational data. This does not change clause 3.1’s platform eligibility. No technology licence gives default rights to customer records, CV collections, recordings, transcripts or training corpora. Arkatal must not sell, rent or license customer source material or customer-derived source collections or corpora as independently exploitable data products, whether raw, pseudonymised or anonymised. It must not publish protected source records or imply independent source-data exploitation rights. Necessary processing by appointed providers remains governed by clause 16. A company or Individual Participant may withdraw its content licence for future source-data use through the DPO or account privacy route, subject to clause 15.7; this is distinct from personal-data rights and clause 12.8’s marketing-stop request.

15.7 Withdrawal stops future collection, use and disclosure dependent on the withdrawn permission after reasonable implementation, without invalidating past lawful processing. Arkatal must distinguish content-licence withdrawal, withdrawal of relied-on consent and other applicable rights, explain relevant consequences, notify affected providers or technology recipients and implement required deletion, restriction or correction, including relevant distributed copies. Genuinely anonymous material does not require re-identification to locate a person, but recoverable or identifying information must not be labelled anonymous to defeat rights. Arkatal must assess relevant model-derived information and available measures; there is no blanket exemption for weights or embeddings and no promise of perfect automatic unlearning. Downstream technology terms must require appropriate cooperation, protection against extraction or disclosure of protected source information, and required restrictions, corrections, updates or removal. Arkatal must not distribute a copy where required protections cannot be maintained. Continued use of lawfully developed technology and genuinely anonymous artefacts is permitted only within surviving content rights, confidentiality obligations and applicable law; original-source retention and rights remain separate. A later claim to another lawful basis must be genuinely justified and notified, not invented retrospectively to avoid withdrawal.

15.8 Lawful preparation and Arkatal Development Uses must apply data minimisation, controlled access, provenance and permission tracking, separate production and test environments, safeguards against memorisation, reconstruction, extraction or disclosure of protected information, and limits on agent tools and external actions. Screening, anonymity and release assessment must be reasonable and proportionate to the data, reasonably available linking information, recipient context and proposed use; neither perfect detection nor manual review of every transcript is promised. Arkatal must investigate notified or otherwise identified restricted material, re-identification risk or leakage, promptly restrict affected use while assessing it, and exclude, remove, correct or otherwise remedy it as required, including relevant datasets, models and distributed copies. Inability to detect everything does not permit knowingly using prohibited material or waive mandatory duties. Live testing must not create an unauthorised SOW, payment, disclosure or system change. A materially different purpose outside the scope granted here or independent provider use requires updated notice and any fresh permission required by law and clause 20.9.

15.9 Arkatal must retain proportionate records of source provenance, owner licences, lawful preparation bases, notices, anonymity assessments, exclusions and withdrawal status across its systems and provider workflows. Approved providers may perform assigned preparation and anonymised development on Arkatal’s documented behalf under clause 16; appointment does not permit independent training of their own or generally supplied models on customer sources, which remains subject to clause 52. A controlled profile is not public merely because an account holder can view it. Technology-only recipients obtain no default source-data access; any such access requires its own authorised role, purpose, rights and applicable safeguards. Group-company, shareholder or partner status supplies no additional rights. A group company may license technology, act within an appointed provider mandate or receive a valid successor transfer under clause 20.8, but cannot use that route to remove these restrictions.

16. Retention, locations, providers and data rights

16.1 Arkatal may retain data for continuing services and documented legal and business needs, not merely because indefinite storage is convenient. Account closure does not require immediate destruction of records needed for invoices, the introduction tail, legal claims or compliance, but such archives must be access-restricted and not reused for development unless independently eligible under clause 15. These standard maximum review points apply unless a shorter obligation or a specifically justified lawful exception requires otherwise.

16.2 Active directory and profile records may be retained while a User maintains an active relationship and the records remain relevant; after 24 months without substantive account activity Arkatal must seek reconfirmation or delete or effectively anonymise unnecessary profile data. Signed contracts, consents, material transaction and fee evidence may be retained for seven years after the later of account closure or the relevant Engagement's final settlement, subject to an earlier necessity review and documented legal holds. Backend retention does not preserve Client access to expired or archived matching profiles: clause 8.9 governs display and retrieval, while necessary Introduction and fee evidence remains access-restricted under this clause and clause 11.5.

16.3 Raw Platform Recording audio/video is retained for up to 12 months, and working Platform Transcripts and project communications for up to 24 months after the relevant discussions or Engagement end, except material evidence subject to clause 16.2. Lawfully authorised Anonymised Development Material in minimised development datasets may be retained for up to five years from selection, with an annual necessity and permission review. Copying a recording or verbatim transcript into development storage, or relabelling it as a dataset, does not reset or evade its shorter source-category period. The five-year period applies to eligible anonymised, minimised development datasets, not a retained raw recording or verbatim transcript corpus. Necessary evidence retained under clause 16.2 is restricted to its lawful evidence purpose and does not thereby obtain a longer development-use period. Further retention requires a recorded continuing lawful purpose and any renewed permission required, not an automatic perpetual extension. Distributed copies remain subject to applicable retention and clause 15.7's rights controls.

16.4 Verification documents must be deleted as soon as their justified verification or legal retention purpose ends, normally within 90 days of completing the check; a minimal verification result may be retained as necessary. Live security logs are retained up to 12 months unless an incident or legal requirement justifies longer. Deleted data in routine backups must expire within 90 days and not be restored for ordinary use. Truly anonymous, non-confidential statistics and artefacts may be retained longer, provided re-identification is not attempted or reasonably enabled.

16.5 Processing and authorised support access may occur in the locations applicable to the relevant provider and activity, as disclosed in the provider register and its service-specific supplier location information under clause 16.6. Hosting locations and support-access locations may differ. An international location description does not authorise unrestricted worldwide processing. Before a transfer, Arkatal must assess and implement legally required safeguards and comply with any narrower completed Part III processing record. A material new location requires an updated location/provider notice and the applicable assessment, safeguards and any required approval before transfer. Arkatal will normally provide 30 days' advance notice, with a reasonable objection route under clause 16.12; urgent protective changes require prompt notice and equivalent protection. Corporate consent to a country is not a substitute for lawful transfer mechanisms.

16.6 Arkatal must maintain an accessible provider register identifying actual relevant cloud, AI, communications, verification, payment and development/support partners, their legal entities, functions, processing and support-access locations, role and whether independent training is permitted. For services without a configured regional restriction, the register must state that fact and provide the applicable service-specific supplier location information. Arkatal must maintain that disclosure and apply clauses 16.5 and 16.12 to material changes; a supplier list update alone does not authorise a new location. On-behalf-of partners are appointed under clause 16.10. The terms applicable to the actual service, rather than a generic vendor or product name, govern its processing. Onward processing must be contractually restricted and protected to the extent required by law. Independent model-provider development requires clause 52 permission, not merely a register update or shareholder status.

16.7 Arkatal acts as an organisation determining purposes for its platform, billing, security and permitted development operations, and must discharge the duties applicable to that actual role. Where it separately agrees to act only on documented User instructions, Part III and a completed processing record apply. Receiving User data does not automatically make Arkatal a processor for all purposes.

16.8 Arkatal must maintain reasonable security, access controls, confidentiality, incident response and oversight of its providers. It must assess incidents, meet statutory notification duties, and notify an affected User without undue delay and within 24 hours after awareness of a breach materially affecting that User's confidential or personal information, with available details and updates. This contractual notification does not replace or postpone a statutory deadline.

16.9 Individuals may contact the DPO or use the published privacy controls for access, correction, withdrawal and other applicable rights. Arkatal must assess requests under applicable law, including information held through providers and relevant model-derived data, and must not impose a contractual waiver of statutory rights. Authentication must use suitable independent controls; identification numbers must not be treated as account passwords. The Privacy Notice must accurately describe the implemented practices and selected permissions.

16.10 Approved partner appointment. Each User authorises Arkatal to engage contracted on-behalf-of partners identified in the provider register and selected under this clause, within the applicable location framework in clauses 16.5-16.6, to provide platform design, development, maintenance, hosting/support coordination, security, quality assurance, operational data processing, authorised AI inference and the Arkatal Development Uses already permitted under clause 15. Each partner may access only the data necessary for the assigned function, including eligible Platform Content and account/transaction metadata, for the duration of that function and the retention periods in clause 16. It acts on Arkatal's documented instructions under binding confidentiality, security, assistance, onward-use and deletion duties. No further case-by-case User permission is required for that delegated work within the existing scope. This is not permission to collect Client payments into a partner's own account, to act independently as an employment intermediary, or to train its own general models on User data. Where Arkatal or its partner handles data under a Part III processing record, the narrower role and purpose limits in clauses 40.2-40.3 and 41.4 apply; this partner appointment does not convert instructed data into development material.

16.11 Arkatal must conclude and maintain a written data-processing and confidentiality agreement with each on-behalf-of partner before access, impose appropriate restrictions on its Personnel and further providers, verify security and implement required transfer mechanisms. Arkatal remains responsible for its own statutory and contractual oversight obligations. A partner's shareholding in Arkatal does not itself confer data rights, establish a statutory group-company exception or replace a transfer instrument. Where Arkatal acts as Processor under Part III, clauses 39 and 41 and the completed record govern general subprocessor authorisation; where a Fractional Company processes Client delivery data, this platform authorisation does not silently appoint a platform partner as that Fractional Company's subprocessor.

16.12 For new on-behalf-of partners within the same authorised purpose and location framework, Users give general written authorisation subject to the accessible register, normally 30 days' advance notice of a material addition, replacement or new processing/support-access location and a reasonable opportunity to object on substantiated data-protection or security grounds. Arkatal must reasonably address an objection through safeguards, an alternative provider or suspension/termination of the affected optional processing where necessary; it must not proceed contrary to a legally required approval. Required fresh consent, a materially new purpose, an unapproved country or independent provider training remains subject to clauses 15, 16.5, 20.9 and 52. General authorisation reduces repeated permissions; it does not waive mandatory rights.

17. Platform standards and exclusions of promised results

17.1 Arkatal will provide its own platform services with reasonable skill and care and comply with applicable obligations, including those that cannot be delegated to Users. It may maintain, update or reasonably modify features and use service providers, but remains responsible to the extent required by its contractual and statutory duties. Remedies for breach are subject to clause 19, including its relevant collected-Service-Fee damages cap and fixed party allocations, which may yield zero; this does not remove non-excludable liabilities, the primary accounting/payment obligations preserved by clause 19.4 or express non-monetary duties.

17.2 No uninterrupted availability, specified response time, disaster recovery objective, successful match or error-free AI output is promised unless expressly agreed. Maintenance and third-party outages may affect access. Users must keep their own contractual records within clause 6.13 and verify important outputs. An outage does not itself cancel an SOW or a lawful accrued payment obligation.

17.3 Arkatal does not independently certify, guarantee or expressly or impliedly warrant the information described in clause 5.11 merely by displaying, ranking, emailing, transforming, discussing or using it in AI, or adopt source assertions as verified facts. No such assurance covers truth, completeness, currency, suitability, financial standing, qualifications, right to work, performance or freedom from error. Under clause 5.12 the Client remains responsible for selection and diligence, and the Fractional Company for its confirmed capabilities and performance. Arkatal must not knowingly or recklessly present false information, misdescribe a completed check or ignore an identified material error. Its non-excludable duties and clause 19 remain unaffected.

17.4 The platform may rely on or interoperate with third-party hosting, communications, identity, payment, AI, analytics and other services, and with third-party services connected at a User's direction. Those services may change, suspend, fail or operate under their own terms and technical limits. Integration, display or interoperability does not by itself constitute an endorsement, guarantee or warranty of the third party. Users remain responsible for their own devices, connectivity, permissions and separate third-party accounts or subscriptions. Arkatal remains responsible for its own selection, configuration and oversight of providers to the extent required by these Terms and applicable law, including the data obligations in clauses 16 and 39-47 and accounting obligations in clause 10.

17.5 Except for express commitments and non-excludable obligations, Arkatal gives no implied warranty that the platform, its automated functions or outputs are fit for a particular purpose, compatible with every system or workflow, complete, current, accurate, error-free, uninterrupted or absolutely secure. This does not limit clause 17.1 or Arkatal's security, privacy and incident duties.

17.6 Each User contracts with and relies on its Engagement counterparty on that counterparty's own account. To the extent a claim arises from the counterparty's performance or non-performance, payment or non-payment, workplace conduct, statements, supplied materials or other acts or omissions allocated to that counterparty, the User must pursue the rights available against that counterparty and Arkatal is not liable merely because it introduced, matched or ranked the parties, displayed or transformed source information, facilitated communications, produced an administrative or AI-assisted draft, concluded an authorised SOW as disclosed agent, administered acceptance, invoiced, collected or remitted funds, or provided the workflow through which they contracted. Any liability arising from Arkatal's own act, omission, breach or representation remains governed by these Terms, including clauses 19 and 20.12, and this clause does not exclude a liability that cannot lawfully be excluded.

17.7 Arkatal may correct typographical, metadata, display, availability, calculation or similar platform errors and may ask a User to reconfirm an affected action where the correction is material. A correction must reflect the actual agreed position and cannot be used retrospectively to change a signed SOW, the applicable New SOW Fee and Service Fee model, a fixed off-platform amount, the lawful basis of an earned fee, an approved mandate or recorded data rights. If a material error is identified before Sign-Off and could reasonably affect a User's decision, Arkatal must promptly notify the affected User and allow correction or withdrawal of the unaccepted proposal. After Sign-Off it must notify and use the applicable amendment, dispute or legal-remedy process; it cannot erase an already formed contract by editing a display.

17.8 Arkatal may add, modify, replace or retire platform features and interfaces as the service evolves. Where practicable, it will give reasonable advance notice of a material adverse retirement or change affecting an active User and provide a reasonable route to export essential records or transition from the affected feature. A change required urgently for security, legal compliance or material service protection may take effect sooner with prompt notice. Feature changes do not themselves terminate or vary an Engagement, alter an accrued Platform Fee, change the introduction tail, amend a signed SOW or expand a data permission, and do not override the change controls in clause 20.9.

17.9 Subject to clause 19.1 and applicable reasonableness requirements, preliminary profiles, CV and interview summaries, rankings, recommendations and general Arkatal Personnel or AI statements are information for investigation, not contractual assurances. Users must not substitute them for verification or the counterparty's express SOW commitments. To the fullest lawful extent, Arkatal excludes liability for innocent or negligent misstatements, omissions and misrepresentations in that information, whether originating with a User, reference, third party, employee, contractor or automated system acting for Arkatal. This neither falsely acknowledges actual verification nor excludes fraud, non-excludable remedies or liability or remedies preserved by applicable mandatory law, including applicable controls on exclusions of liability for misrepresentation, negligence or breach of contract.

17.10 Arkatal must provide a practical correction route and act reasonably on credible notice of a material error, notifying an affected counterparty where needed. The originating User must promptly correct its inaccurate information and confirm material changes; it cannot knowingly leave a false profile uncorrected and rely on Arkatal's disclaimer. An authorised SOW commitment binds the Fractional Company as principal, not Arkatal as guarantor; disclosed agency does not certify expertise. The representation standard in clause 3.2 applies to User-supplied or expressly approved factual information; it does not transfer Arkatal's own unapproved generation errors to the User.

18. User indemnities and claims procedure

18.1 Each User indemnifies Protected Persons against third-party claims, legally recoverable liabilities and reasonable defence, investigation and remediation costs, and direct reasonable response costs incurred by Arkatal, to the extent caused by that User's breach, unlawful conduct or acts or omissions in a risk allocated to it below. This is not a guarantee of every loss connected with using the platform and does not shift Arkatal's own independent regulatory obligations.

18.2 Employment and personnel: the Fractional Company indemnifies for claims concerning its employment, engagement, remuneration, dismissal and deployment of Personnel, and related taxes, CPF, payroll, benefits and insurance obligations. The Client indemnifies for claims caused by its direction, treatment or integration of Personnel as employees, its employment representations or its own workplace practices. Each indemnifies for misclassification or employment-status claims to the extent caused by its own prohibited arrangement or false status representation.

18.3 Immigration and regulation: each User indemnifies for its failure to maintain required permits, visas, licences, sanctions compliance or insurance, and for unlawful onsite or cross-border work it undertakes, requires or authorises. This does not indemnify Arkatal for a failure to obtain a licence required for Arkatal's own chosen operations, or for criminal or regulatory penalties whose reimbursement is prohibited or contrary to public policy. Subject to clauses 18.1 and 18.7-18.10, the indemnity includes legally recoverable losses and reasonable investigation, defence, containment and remediation costs caused by the User requesting, inducing or assisting prohibited activity under clause 4.7, without excusing Arkatal's own independent breach or non-transferable duties.

18.4 Engagement disputes: the Client indemnifies for a claim against Protected Persons caused by the Client's non-payment of Professional Fees, unlawful project requirements or breach of its Engagement duties. The Fractional Company indemnifies for a claim caused by defective or unlawful service delivery, its Personnel or its breach of the Engagement. Neither indemnity makes Arkatal responsible for funding, guaranteeing or litigating the underlying invoice; its actual-receipt accounting and remittance duties under clause 10 remain.

18.5 IP, confidentiality and data: each User indemnifies for infringement by material or instructions it supplies, unauthorised disclosure or misuse of information for which it is responsible, lack of necessary rights or consents, or unlawful AI use by that User or its Personnel. The allocation follows actual responsibility and excludes loss caused by an unauthorised modification or use by a Protected Person outside the granted rights. This includes breach of the company submission-rights warranty in clauses 6.8 and 12.3, with reasonable investigation, defence, containment and remediation costs to the extent caused by that breach and recoverable under clauses 18.1 and 18.7-18.10. Unauthorised submission neither makes material public nor extinguishes its owner's rights.

18.6 Injury, property and truthfulness: each User indemnifies for bodily injury or property damage caused by its service delivery, workplace practices or Personnel, and for claims caused by materially false identity, authority, capability, compliance, insurance or other representations. Arkatal may also recover reasonable direct costs caused by the User's deliberate fraud or deliberate circumvention, without duplicating clause 11 recovery. The same framework applies to breaches of clause 3.2's factual representation standard and clause 6.3's manipulation prohibition, including company-connected human or automated misuse attributable under clause 1.4. There is no automatic fine, unconditional loss guarantee or duplicate recovery across these provisions.

18.7 No User indemnifies a Protected Person to the extent loss was caused by that person's negligence, breach, fraud or wilful misconduct. Where more than one actor caused a loss, responsibility is apportioned to the extent required by law. Fines and penalties are recoverable only where lawful, attributable to the indemnifying User and not imposed for Arkatal's own non-transferable duty. The indemnified party must mitigate; insurance and other recoveries for the same loss must be credited, net of reasonable recovery costs.

18.8 A Protected Person must give prompt notice and reasonable particulars of a claim, preserve relevant evidence and privilege, and give reasonable assistance at the indemnifying User's cost. Late notice reduces recovery only to the extent it materially prejudices the defence. The User may control the defence with competent counsel reasonably acceptable to the Protected Person, provided it acknowledges coverage, can fund the defence and diligently protects the claim.

18.9 The Protected Person may retain control where the claim concerns a regulator, criminal allegation, urgent injunction, conflict of interest, material reputational or non-monetary exposure, or failure to defend properly. It must act reasonably and consult the User. Reasonable separate counsel costs are recoverable where a genuine conflict or protected issue makes separate representation necessary.

18.10 No settlement may admit fault, impose non-monetary obligations, restrict business, require confidential disclosure or leave unreleased liability for a Protected Person without its written consent. Consent to a fully funded monetary settlement giving an unconditional release must not be unreasonably withheld. No payment must be made solely on an unsupported demand; reasonable incurred defence costs may be reimbursed as incurred, with final reconciliation. A direct indemnity claim follows the ordinary notice and dispute process. Recovery under different clauses for the same loss is permitted only once.

19. Liability under the Platform Agreement

19.1 Nothing excludes or limits fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or a liability or remedy that cannot lawfully be excluded or limited. No provision prevents a regulator, individual or other non-party exercising a mandatory statutory right. Limitations apply only to the extent permitted, including any applicable reasonableness requirement.

19.2 Subject to clauses 19.1 and 19.4, Arkatal's aggregate liability in damages for an event or genuinely connected series attributable to affected Engagements is limited to the sum of its own Service Fees actually collected for those affected Engagements during the six calendar months immediately preceding the first relevant event. This is the Service Fee amount itself, subject to genuine fee reductions under clause 8.4, excluding unpaid accruals, not the result of applying the Service Fee Rate again to that amount or to the Professional Fees. Each affected Engagement's qualifying fees is counted once; unrelated Engagements are excluded. Only qualifying collections within that window count, without annualisation, extrapolation or future collections. If an affected Engagement is only three months old, count only its actual qualifying collections in those three months; no six-month minimum history or projected fees apply. Collections after the first relevant event do not enlarge its cap. New SOW Fees, Matching Submission Fees, Off-Platform Engagement Fees, Professional Fees, taxes, expenses, held supplier amounts and refundable Assessment Contributions are excluded. An assessment's own Service Fee qualifies only once collected and earned under clauses 53.12–53.14 or 53.17 and only if that Assessment SOW is itself an affected Engagement; an advance held pending completion is not qualifying merely because cash has been received; it is not automatically added to the original project's pool. If the applicable qualifying fee measure is zero, the intended cap is zero, with no minimum floor. The cap applies in contract, tort including negligence, non-fraudulent misrepresentation, excludable breach of statutory duty or otherwise, including platform operation, agency administration, source information, human or AI errors, confidentiality, data protection and platform intellectual property, subject to the applicable express exclusions and preserved exceptions. Non-excludable liabilities and remedies remain, as do Arkatal's express and mandatory duties. An ineffective limitation leaves the liability permitted or required by law, without an alternative zero limit or automatic judicial rewriting. For an incident genuinely not attributable to any Engagement, the qualifying measure is zero; no fees from other engagements or activities form a substitute pool. Attribution must be determined on evidence, and uncertainty or dispute about attribution alone does not establish a zero measure. Clause 19.6 allocates the single event pool between parties.

19.3 Subject to clauses 19.1 and 19.4, Arkatal is not liable for lost profit, revenue, business opportunity, anticipated savings, goodwill or business interruption, whether direct or indirect; loss of use of data; or indirect or consequential loss. It does not assume the Client's or Fractional Company's performance, debt, employment, immigration, investment, refund, cancellation or assessment-outcome risk by operating the platform, acting as disclosed commercial agent or collecting payment. An independent assessor's opinion is not Arkatal's opinion or warranty.

19.4 No exclusion or damages cap permits Arkatal to keep money which it must account for, remit or refund under clauses 9, 10 or 53. The duty to pay over Cleared Funds actually received and properly allocated to a Fractional Company under clause 10.2, make good Arkatal's own payment error under clause 10.10, return a refundable Assessment Contribution, correct its own overcharge and refund an Arkatal fee lawfully refundable is preserved as a primary accounting/payment obligation. That does not create an obligation to advance unpaid supplier fees or fund an unreceived supplier refund. Reasonable direct restoration, containment and mandatory-notification costs are not reclassified as indirect loss merely by description; any lawful liability for them is determined under clauses 19.1-19.2. Express non-monetary duties and non-excludable remedies are not negated.

19.5 Users' properly due payment and repayment obligations, fixed Off-Platform Engagement Fees to the extent enforceable, fraud and express indemnity liabilities under clause 18 are not limited by Arkatal's damages cap. Other contractual damages payable by a User to Arkatal are limited to the greater of S$10,000 and twice the relevant Platform Fees paid or properly payable in the 12 months preceding the first event giving rise to the claim, subject to non-excludable liability. For a Client the relevant fees are its New SOW and Service Fees; for a Fractional Company they are those fees attributable to its introduced Engagements. Matching Submission Fees, taxes, supplier funds, refundable contributions and fixed off-platform charges are excluded from that fee measure. Loss exclusions do not extinguish a lawful fee debt or covered indemnity, and no party may recover twice.

19.6 Protected Persons may rely on the applicable lawful exclusions and limitations for platform-related claims. The same event or a genuinely factually or causally connected series shares the clause 19.2 cap across successive complaints, causes of action and claims for the same loss against Arkatal and Protected Persons together, not a separate pool per defendant, legal theory, SOW or proceeding. Connection requires a common originating act, failure or causally linked course of conduct; shared platform or customer identity alone is insufficient. Later reporting, discovery, quantification or filing does not restart the first-event date or six-month window. Unrelated events are not aggregated solely because they affect the same User. One event pool is calculated under clause 19.2. The Client may recover no more than 50% of that pool and the Fractional Company no more than 50%, each limited to its otherwise established recoverable loss. Neither may use the other's unused allocation, even if the other never claims. A S$3,000 pool therefore limits each party to S$1,500 and both together to S$3,000; it is not an automatic payment. Multiple claims, legal theories or Protected Persons do not create additional allocations. No extra half arises merely for an affiliate, representative, assessor or other claimant, and no platform-wide pool across unrelated customers is created. For a multi-party incident, these limits apply by reference to the actual party roles and affected Engagement attribution; several persons claiming through a party do not multiply that party's half. No protection extends to a provider's independent activity outside its work for Arkatal. Insurance does not create a larger contractual liability; statutory rights and mitigation remain unaffected. These provisions do not make an independent Fractional Company or Independent Assessor immune from its own Engagement obligations. The calculation record must identify qualifying collections, affected Engagements, first-event date, genuine fee reductions and prior compensation. Genuine refunds or credits attributable to measured collections are reconciled under clause 8.4 without counting twice or moving the window; a later disputed adjustment does not unilaterally reopen a finally settled claim. Disputed attribution or adjustment remains for the applicable dispute process and does not create a fresh cap. Clause 3.12 governs the corresponding allocation for an Individual Participant; neither personal status nor later company activation creates an additional pool or party allocation.

20. Suspension, termination and general platform provisions

20.1 Either Arkatal or the User may end the Platform Agreement on 30 calendar days' written notice. Arkatal may suspend immediately where reasonably necessary for illegality, suspected fraud, material security risk, misleading information, prohibited employment activity or abuse, and may terminate an irremediable material breach. For a non-urgent remediable material breach by Arkatal, the User must first give supported written notice identifying the breach and requiring remedy, and allow ten Business Days from its effective date under clause 20.4. Arkatal must act promptly and mitigate ongoing harm; if the material breach remains unremedied at expiry the User may terminate for that breach. Starting remediation does not automatically extend the period. Arkatal's termination for a User's remediable material breach likewise requires ten Business Days' effective notice identifying the breach and requiring cure. Urgent protective action, irremediable material breach and mandatory rights remain. This condition applies only to that breach-termination route: it does not extend performance, payment, refund, record-supply or security/notification deadlines, add ten days to clauses 10.2 or 10.10, confer immunity from damages, waive accrued loss or add a compulsory claims waiting period beyond clause 20.5. Successful cure does not erase accrued liability. The separate 30-day ordinary termination right remains. Overdue payment remedies are subject to clause 9. Insolvency rights apply only to the extent legally permitted. Reasonable prospective matching controls under clause 6.15 need not allege misconduct and do not by themselves terminate this Platform Agreement or an existing Engagement; they do not expand the grounds for immediate protective suspension or bypass the notice and cure requirements for whole-agreement termination.

20.2 A suspension or termination of platform access does not itself terminate, vary or transfer an existing Engagement or make Arkatal responsible for its continuation. Users must use lawful alternative communications where necessary. No new Engagement may be initiated through a suspended account. Accrued Matching Submission, New SOW and Service Fees, fixed off-platform charges, the Protected Period and lawful existing collection/accounting obligations survive. The New SOW Fee remains governed by clause 8.3; an unsigned proposal or uncommenced future Deliverable Occurrence does not acquire a Service Fee solely because an account closes.

20.3 Arkatal will allow reasonable export of the User's signed SOWs and essential records for 30 days after termination, or provide a secure alternative where account access is unsafe. This does not require disclosure of another person's information or prohibit lawful retention under clause 16. Confidentiality, IP permissions to their lawful extent, accrued fees, collection, remittance, refunds, reporting, indemnities, liability, data duties and dispute provisions survive as necessary. Clause 6.13's essential-record exceptions and profile-copying restrictions apply; this route does not revive expired or archived matching-profile access or convert unused matching credits into cash.

20.4 Formal notices use the verified account notice address and Arkatal's clause 1 contact, with delivery and effectiveness governed by the Formal Notice Mechanics.

20.5 A party must give reasonable particulars of a dispute. Operational representatives have ten Business Days to seek resolution, then senior authorised representatives a further ten Business Days. Mediation may be agreed but is not a mandatory bar to court proceedings. Urgent relief, debt-protection measures and limitation deadlines are preserved. Arkatal is not the tribunal for a Client-Fractional dispute; clauses 38 and 53 govern that separate process.

20.6 Singapore law governs the Platform Agreement and related non-contractual obligations. The Singapore courts have exclusive jurisdiction, subject to mandatory rights and competent courts' powers. A party may seek necessary interim protection in another competent court without changing the agreed final forum. Overlapping Engagement issues are allocated under clause 20.12 without changing the applicable mandatory powers of either forum. This governing-law choice does not prevent processing and authorised support or development in the United Kingdom or other permitted locations under clauses 12-16 and 39-47. Applicable mandatory data-protection, privacy, security and transfer law remains binding to the extent it applies to the relevant activity; this neither expands a data permission nor changes the Singapore governing law of the Platform Agreement.

20.7 A Force Majeure Event relieves only the obligations it actually prevents, not accrued payments. Notice and mitigation are required; after 30 calendar days of material prevention either party may end the affected platform service. No unearned or otherwise refundable fee may be retained merely because of the event; a valid New SOW Fee already earned remains subject to clause 8.

20.8 Arkatal may subcontract, including to approved on-behalf-of partners under clause 16, subject to its continuing duties and the limits of the commercial mandate. Assignment of a Platform Agreement requires consent not unreasonably withheld, except Arkatal may transfer it to a competent successor on a business reorganisation or sale with notice, equivalent protection and compliance with data law. A successor, including a group company, receives no broader source-data rights than Arkatal held; existing purpose, confidentiality, individual-rights and retention restrictions continue. Any material expansion still requires clause 20.9's controls. No assignment transfers an Engagement or extends an introduction fee to an unrelated transaction.

20.9 A material standard-terms change requires at least 30 days' notice and a retainable new version, except a necessary legal or urgent protective change with reasonable notice. Express renewed acceptance is required before a change increases an existing User's financial obligations or materially expands data permissions. No unilateral change alters a signed SOW, an existing fee rate, fixed charge or introduction tail, or a historical consent. This standard-version channel governs changes offered generally to Users, not negotiated User-specific deviations under clause 1.7. It does not require a separate director-signed agreement for each User where this clause's notice and acceptance conditions are met. Any existing negotiated deviation continues on the priority basis in clause 1.7; describing a User-specific amendment as a standard update cannot bypass that clause. These Terms and the Commercial Parameters apply prospectively only through these controls and clauses 1.7 and 21.2. No new matching fee applies to a historical submission and no signed SOW is silently amended.

20.10 These Terms and properly incorporated documents are the entire Platform Agreement without excluding fraud or mandatory rights. Neither party is the other's partner or general agent; Arkatal's specifically limited disclosed commercial agency for a Fractional Company is governed by clause 5 and creates no agency for the Client. An invalid provision is severed only to the extent legally possible; it is not automatically rewritten to the most restrictive lawful substitute. Delay is not waiver. Electronic signatures and counterparts may form one instrument.

20.11 Protected Persons may enforce clauses 10, 18 and 19 to the extent expressly benefiting them, and a disclosing User may enforce clause 13 subject to the liability and forum allocation in clause 13.6, under the Contracts (Rights of Third Parties) Act 2001. Otherwise no third-party enforcement right is granted. Arkatal and the User may vary their Platform Agreement without another beneficiary's consent, but not retrospectively remove an accrued claim for a prior disclosure or loss. Nothing makes a beneficiary a party to an Engagement or a provider of its services.

20.12 Dispute allocation and mixed claims. Engagement Merits Disputes are disputes between the Client and Fractional Company over scope, delivery, quality, delay, acceptance, rejection, correction, cancellation, Professional Fee entitlement or non-payment, supplier refunds, deliverable rights or related contractual remedies. They are for those principals alone under clauses 25, 38 and 53; Arkatal does not negotiate their positions, decide the merits, guarantee performance or payment, or fund proceedings. An Arkatal Dispute instead requires an independently identified act, omission, representation or breach of a duty owed by Arkatal itself, including its agency authority or execution, Platform Fee calculation, collection, remittance, accounting, platform operation, confidentiality, data or security conduct. It remains under clause 20.6 and clause 19. Mere introduction, disclosed agency execution, workflow administration, receipt of a complaint or handling of money does not turn a counterparty's failure into an Arkatal Dispute. This allocation does not bar a properly founded claim for Arkatal's own conduct merely because it overlaps an Engagement Merits Dispute, require that claim to await the counterparty proceedings, or restrict mandatory rights. As between the Engagement principals, the court or duly elected tribunal under clause 38.3 may determine the existence, validity and effect of their Engagement and asserted agency authority as necessary to decide their rights. Their arbitration election does not include Arkatal or authorise relief binding it without its separate agreement under clause 1.7 or an applicable mandatory legal basis. A finding does not automatically bind a person outside the proceeding; its effect is for the competent forum under applicable law. Parties aware of overlapping proceedings must notify affected parties and forums, subject to privilege and lawful confidentiality, and reasonably cooperate on sequencing or a stay to avoid inconsistent determinations. No automatic stay, consolidation or joinder is created; mandatory powers and limitation-protection steps remain. As express Part I duties, Arkatal must supply records and implement operative outcomes within the limited roles in clauses 38.8-38.9 and 53; implementation is not an admission of its separate liability.

Part II - Standard Engagement Terms

21. Direct engagement formation and precedence

21.1 Only the Client and Fractional Company identified as the principals in the final SOW record are parties to the Engagement, except the expressly identified joint commissioners of an Assessment SOW under clause 53. On valid execution under clauses 5 and 7, those principals incorporate clauses 21-38, Part V, the definitions necessary to apply them, clause 4's operating boundaries and, when triggered, Part III in the identified Terms version. Arkatal is not the service supplier, employer, guarantor, co-supplier or principal party to the Engagement. It may sign only as the Fractional Company's disclosed authorised commercial agent and administer invoices and collection under Part I; it does not thereby become a service-contract party.

21.2 The Engagement takes effect at Sign-Off. Services begin only after Sign-Off, the stated start conditions and the authorised start instruction. Formation and authority follow clauses 5 and 7. The parties must retain the SOW, Terms, mandate/execution record and attached schedules together. A later Terms version does not change the Engagement without both principals' express written agreement through an approved version, and cannot retrospectively alter an accrued fee or data permission.

21.3 Mandatory law and the relevant data-transfer instrument prevail. Part III controls processing issues within its scope; Part V controls its specified assessment and funding procedure; these Standard Engagement Terms otherwise control legal allocation; the signed commercial particulars control matters expressly left to them; other registered technical schedules follow. Later signed commercial changes prevail only within the fields authorised for change. Neither party's input section has automatic priority; any conflict must be resolved before signature.

21.4 An existing master agreement or policy must be identified, versioned and supplied. It does not displace these Standard Engagement Terms through a reference or changing web link. A conflicting legal requirement must be resolved before signature through the centrally approved route in clause 7. Purchase orders and administrative documents introduce no additional terms.

22. Responsibility for inputs, diligence and cooperation

22.1 The Client is responsible for factual information it or its Personnel supplies or expressly approves being accurate and not materially misleading, including by material omission, and for lawful disclosure, identified limitations, procurement decisions and its stated dependencies, access, funding, staff support and approvals. Estimates, opinions, forecasts and unverified third-party information must be honestly identified as such, without excusing knowingly false or misleading content; discovered material inaccuracies must be corrected promptly. An Arkatal-generated invention neither supplied nor approved by the Client is not its factual warranty. It must identify information expressly relied upon and notify material changes. The Client does not guarantee a business outcome by describing its objective.

22.2 The Fractional Company is responsible for reasonable professional skill, care and diligence; the feasibility and completeness of its delivery commitments; appropriate enquiries before pricing; and its Personnel, tools and method. It must identify apparent errors, inconsistent instructions or missing dependencies rather than rely on them without reasonable enquiry. A broad historical outsourcing obligation is not implied by a narrow deliverable.

22.3 Each must cooperate, make timely decisions, maintain required authority and resources, and mitigate foreseeable disruption. Responsibility for drafting a field does not transfer the other's obligations. Business goals are targets unless a defined result is expressly made a delivery commitment in the Deliverable Specification.

23. Scope, dependencies and delay

23.1 The Fractional Company delivers only the commissioned work and routine tasks reasonably necessary within its signed scope, in the agreed formats and with acceptance evidence. Uncommissioned future phases and materially additional work require a signed New SOW or authorised change as appropriate under clauses 2.8 and 28. It gives a brief weekly progress update on outputs, dependencies, decisions, risks and Deliverable Occurrence status. Repeat commissioned packages are reviewed at least monthly while active.

23.2 A party anticipating delay must promptly identify the cause, likely effect and mitigation. A dependency failure does not automatically create extra charges, a blanket extension or release from unaffected duties. The parties must agree the demonstrated timing, scope or price effect under clause 28, taking account of concurrent causes; unaffected work continues where practicable. An anticipated delay report alone does not extend the due date. Supplier-attributable missed delivery obligations capable of meaningful cure follow clauses 25.2-25.3; Client-caused delay and force majeure are assessed by actual cause under this clause and clause 38.4.

23.3 Deadlines are contractual obligations, but time is not automatically of the essence for every obligation. A particularly critical deliverable and required date must be identified in the SOW. Neither a delay nor an operational review changes an agreed price or creates an unagreed service credit. Failure of an expressly critical date incapable of meaningful later cure may be an irremediable material breach under clause 34.2. Remediable delay is not automatically Client convenience cancellation or a full-price cancellation event.

24. Independent performance, Personnel and authority

24.1 The parties must implement clause 4 in substance throughout the Engagement. The Fractional Company controls its business and Personnel and remains responsible for their pay, taxes, contributions, permits and performance. It may work for others, subject to confidentiality, genuine conflicts and lawful security restrictions. No Client employment relationship or employee entitlement is intended or authorised; mandatory law prevails over that intention.

24.2 The named Fractional Expert is the proposed delivery lead, not a personally contracting employee. Substitution and subcontracting follow clause 4.5, with reasonable notice and replacement and handover costs borne by the Fractional Company. Naming resources in the Service Approach creates no absolute personal-service obligation. The Client may require reasonable capability/access evidence and prior processing approvals, but not employee-style control; the contracted output and quality standards remain unchanged.

24.3 The Client may impose proportionate site, safety and information-security rules, provide necessary secure equipment and coordinate meetings. It does not acquire a power of disciplinary management or exclusive control of a person. Each must notify material conflicts, availability risks and legal restrictions promptly.

24.4 No authority to bind, spend for, sign for or represent the Client as an officer is conferred. Neither party may represent a partnership or general agency. Specialist or regulated work and formal appointments require the separate lawful documents and authorisations described in clause 4.6 before commencement.

25. Delivery, deemed acceptance, correction and dispute referral

25.1 The Fractional Company must submit each complete Deliverable Occurrence and its agreed completion evidence through Arkatal's recorded submission workflow to the Client Authorised Representative. The platform record must identify the Deliverable Occurrence, accessible files and evidence, submission time, acceptance deadline and deemed-acceptance consequence. Within the Acceptance Period the Client Authorised Representative must accept through Arkatal or give a reasoned rejection through Arkatal identifying each material failed criterion and supporting evidence. In the absence of a timely valid rejection, the Deliverable Occurrence is deemed accepted at 5 p.m. Singapore time on the final Business Day of the Acceptance Period after the complete submission and effective platform notice are delivered; the Business Day after delivery is day one. A scheduled date, meeting attendance, off-platform conversation, payment of Arkatal's fee or an incomplete or inaccessible submission is not by itself acceptance.

25.2 A rejection must concern a material nonconformity with an agreed criterion, not a new preference, an uncommissioned requirement or a business outcome not promised in the SOW. A remediable delivery failure includes supplier-attributable defective work and a missed delivery obligation still capable of meaningful cure. On an evidenced notice identifying the obligation, failure and correction required, effective under the Formal Notice Mechanics (or the required platform rejection workflow), the Fractional Company must remedy it without additional charge within five Business Days; day one is the next Business Day after effective notice. A different reasonable period required by the nature of the failure must be recorded by agreement of the Engagement parties or fixed by a Final Assessment Determination, operative award or court order. A plan or promise alone is not cure. Ordinary corrected delivery must be resubmitted through Arkatal with evidence for the appropriate fresh Acceptance Period; assessor-required correction instead follows clause 53.14's included binding verification. The Client must not withhold acceptance for immaterial matters unrelated to the agreed criteria; agreed minor issues may be recorded for correction without delaying acceptance of an otherwise conforming Deliverable Occurrence. A genuine disagreement about whether rejection or correction is valid is referred under clause 25.3, not decided by Arkatal.

25.3 The evidenced failure notice under clause 25.2 starts both the remedy period and five-Business-Day project-lead discussions on any disagreement concerning delivery, delay, rejection or correction; the periods run concurrently, with no further compulsory five-day discussion stage after cure fails or is refused. Where there was no earlier failure notice, a reasoned dispute notice starts the five-day discussions. An agreed or operative alternative cure deadline still governs that failure; dispute or resubmission does not unilaterally extend it. This is the complete alternative to both ten-Business-Day escalation stages in clause 38.2; neither stage must be repeated. If unresolved, either party may request an optional binding assessment under clause 53, commence Singapore-court proceedings under clause 38.3, or propose the standard Post-Dispute Arbitration Election. No assessment or attempted arbitration election is a prerequisite to court proceedings. An assessment request alone does not stay proceedings; once jointly commissioned, its defined issues are subject to clauses 53.9 and 53.15. Clauses 53.8 and 53.18 govern an unavailable, unfunded or unagreed assessment. Arkatal coordinates the scoped offer and records without deciding the merits or negotiating settlement or costs. Withholding, its cessation and any operative payment outcome follow clause 26.3, while unaffected duties continue. A valid rejection or supplier-default termination established by recorded agreement, a Final Assessment Determination, an operative binding award or court order permits recovery of prepaid Professional Fees for rejected unusable work through clause 10; Arkatal does not fund the supplier's refund.

25.4 Service credits or delay deductions apply only where the SOW contains a completed approved metric and calculation under clause 36. They are not the exclusive remedy unless a centrally approved standard expressly says so; amounts recovered must be credited against damages for the same failure. A credit that reduces the Professional Fee produces the corresponding Service Fee adjustment under clause 8; a separate damages award does not automatically change the Fee Base. Neither remedy cancels the valid New SOW Fee merely because the project outcome is disputed.

25.5 The Client must keep its Client Authorised Representative current and monitor Arkatal's workflow. The Acceptance Period runs without acknowledgement where the supplier and Arkatal can show delivery of the complete submission and notice. Off-platform conversations alone do not accept, reject or extend an occurrence. A known failed transmission, supplier/platform access failure or material review-channel unavailability pauses the clock until access and notice are restored. During a material Arkatal outage, submissions, acceptance, rejection, extensions or reassignment through an Arkatal-designated authenticated fallback have effect only if subsequently entered in the platform record. Client absence or failure to monitor a working channel does not pause time. Agreed extensions must be recorded before expiry; Arkatal's status display does not determine compliance.

25.6 Express or deemed acceptance of a Deliverable Occurrence triggers invoicing and does not waive a latent defect not reasonably discoverable during the review, fraud, a billing mistake, a preserved warranty or a mandatory right. A later claim must identify the preserved obligation and follow the dispute process; it does not automatically reopen accepted visible criteria, suspend all payments or require Arkatal to refund money. Production use alone neither waives the review rules nor creates additional acceptance criteria. A Client may not turn a convenience cancellation into a defect rejection without a genuine specified contractual basis. Acceptance closes the ordinary opportunity to reject shortcomings reasonably discoverable against the accepted criteria during that review.

25.7 The SOW must, wherever practicable, use limited deliverables whose conformance can be decided from a short evidence set. A dispute should be confined to the affected unit, its stated criteria and the contractually available payment, correction or rejection outcome. Broader legal, employment-status, fraud, personal-data or regulatory issues must go to the appropriate process rather than be disguised as a binary technical acceptance question. No provision requires a knowingly false acceptance or prevents urgent protective relief.

26. Professional Fees, invoices and disputes

26.1 The Commercial Particulars define the fixed Professional Fee for each Deliverable Occurrence or Repeat Order in the Standard Currency, linked to its output. Invoice triggers, payment timing and the absence of automatic delivery-work advances follow clause 9.3, subject to clause 26.3 for resolved disputes and clause 53 for assessments. Those mechanics apply to the parties' direct Engagement obligations; Arkatal's own duties remain under Part I. No automatic indexation or unilateral price increase applies.

26.2 Invoice content, separately chargeable supplier taxes, withholding without an implied gross-up, and secure bank-detail supply and verification follow clauses 9.1 and 9.9, incorporated for these Engagement invoices. An internal supplier accounting invoice creates no duplicate Client payment demand.

26.3 The Client pays through Arkatal's designated collection route, with discharge on attributable cleared receipt under clause 10, not only on onward remittance. It must promptly notify Arkatal and the Fractional Company of a genuinely disputed amount and reasons and pay the undisputed balance on time. Subject to clause 25.6 for claims after acceptance, good-faith withholding of that portion and its corresponding Service Fee is permitted from that notice until, and only to the extent that, the dispute is withdrawn, settled by recorded agreement, determined by a Final Assessment Determination or final correction verification under clause 53.14, or determined by an operative binding award or court order. An outcome requiring further correction of the original work or leaving an issue undecided does not make the unresolved fee payable. Delivery of an assessment report before finalisation under clause 53.12 does not itself end withholding. To the extent an operative outcome determines payment, its payment obligations replace the earlier withholding entitlement, even while challenged, unless an express recorded stay agreed by the affected parties or ordered by a competent tribunal or court provides otherwise. A stay identifies the affected duties and its duration or ending event and does not alter Arkatal's separate fee rights without Arkatal's required agreement or a binding order. A challenge alone neither continues nor reinstates withholding, and sums payable under an operative outcome are not treated as disputed for contractual payment, interest and non-payment remedies merely because of that challenge. Such sums fall due on the later of the original due date, if one exists, and ten calendar days after the later of the outcome taking effect and receipt of any required valid invoice, unless an operative award, court order or recorded settlement expressly sets another deadline. Refund timing follows clause 10.6. No unrelated or cross-entity set-off applies; an amount due, agreed or finally determined under the same Engagement may be set off lawfully with a corresponding accounting notice to Arkatal. Set-off creates no Cleared Funds for Arkatal to remit and does not itself reduce its separate fees.

26.4 Overdue undisputed Professional Fees are subject to the Late Payment Mechanics; the interest belongs to the Fractional Company. Suspension remains subject to clause 34. Payment or acceptance disputes do not require Arkatal to fund, insure or litigate a supplier invoice; its duty to remit money actually received remains under clause 10.

26.5 Arkatal's separate New SOW Fee and Service Fee are additional Client charges governed by clause 8 under the Platform Agreement, even on a combined invoice, and do not reduce the Fractional Company's Professional Fee.

26.6 The Fractional Company confirms Arkatal's authority to issue and administer invoices and credit notes consistently with the SOW, objective workflow records and binding outcomes. It must provide correct tax and invoice particulars and authorise any exceptional settlement before Arkatal adopts it, except a Final Assessment Determination, operative award or court order implemented under these Terms. Neither party may use contradictory back-to-back invoices to make Arkatal the service principal or primary debtor. A direct supplier claim for non-payment is against the Client only for an amount not already discharged through Arkatal.

27. Expenses, purchases and premises

27.1 Professional Fees include ordinary overheads, internal staffing and ordinary tools. Travel, out-of-pocket costs and third-party pass-through costs are chargeable only if the Client Authorised Representative approves the item, amount or cap and once/per-Deliverable-Occurrence basis before commitment, through signed Commercial Particulars or a recorded change. Third-party purchases, licences and non-cancellable commitments also require approval of terms and contracting entity. Merely proposing a cost is not approval. Approved costs are charged at actual reasonable cost with evidence and no markup unless expressly approved otherwise; exclusion from the Fee Base follows clause 8.2. Travel time is not separately billable. Reimbursements are invoiced and collected through Arkatal with applicable supplier tax treatment unless another lawful route is expressly approved. Cost approval alone grants no power to bind the Client; asset sales or novations still require separate signed instruments and consents.

27.2 Agreed onsite access is a limited, non-exclusive permission solely for the services, subject to identified safety and security rules. It creates no tenancy or exclusive possession. Each is responsible for its own property and damage it causes. On exit the Fractional Company returns access credentials, removes its property and repairs attributable damage subject to clause 33.

28. Commercial changes and extensions

28.1 A commercial-change review is required before work proceeds that adds or substitutes outputs or responsibilities; increases quantities, coverage, entities, markets, sites or systems; adds discretionary meetings/revisions beyond the Deliverable Specification; changes acceptance standards, formats or handover requirements; accelerates dates or materially changes sequencing; or changes Client inputs, access or dependencies materially affecting cost, scope or timing. The record must identify the SOW version, affected Deliverable or Occurrence, exact revised commitment, Professional Fee/tax effect, dependencies, dates, effective event and classification under clause 2.8. The Client Authorised Representative must approve it and Arkatal must execute for the Fractional Company within an applicable or refreshed Approved Offer Mandate through the same recorded execution standard before changed work begins. Extensions and later phases follow the same process; fixed engagements do not automatically renew. A trigger creates no automatic surcharge, extension or right to proceed.

28.2 A commercial change cannot amend standard legal terms, remove non-employment safeguards or reduce Arkatal's accrued rights. Both parties must report its Sign-Off, Commencement and fee effect to Arkatal. Classification follows clause 2.8 and fee consequences follow clause 8.5. Operational decisions within the existing scope may be recorded through the permitted platform workflow; an ordinary progress email or off-platform conversation does not create an unrecorded price or legal-term variation.

28.3 A Client-specific change in law, policy or sector requirement affecting scope or cost must be notified and addressed through change control. The Fractional Company bears ordinary costs of legal compliance applicable to its business generally. Neither party may postpone mandatory compliance pending commercial agreement.

28.4 Remedying attributable delivery failure under clause 25, including curable delay is part of the Fractional Company's existing fixed-fee obligation and is not a commercial change, Repeat Order or New SOW. A Client request that goes beyond correction of an agreed criterion or introduces a new preference or requirement is assessed under clauses 2.8 and 28.1 instead.

29. Engagement confidentiality and publicity

29.1 Clause 13's definitions, exclusions and protections apply reciprocally between Client and Fractional Company from pre-engagement discussions through the Engagement. Use is limited to evaluating, performing or receiving commissioned services and properly authorised related administration. Publicity using the other's name, logo, confidential work, case study or engagement details requires prior written consent. Return, deletion, protected legal retention and continuing confidentiality follow clause 13, clause 35 and Part III. Clause 13.6 determines the liability regime and forum for pre-Sign-Off and later breaches, including information first disclosed before the Engagement.

29.2 SOW disclosure to Arkatal and processing by its approved on-behalf-of partners without repeated project consent are permitted only within clauses 12, 15 and 16. Neither the platform licence nor a partner appointment overrides Part III instructions. The Fractional Company may not develop its own or third-party models using Client information without the required separate rights and lawful basis. Additional restricted-content or independent-provider use requires its applicable separate rights and lawful basis.

30. Systems, data and AI used in service delivery

30.1 Access is limited to what the Client has authorised and the work requires. The Fractional Company must use secure devices, least privilege, appropriate authentication and the controls agreed in the SOW and Part III. Client information must not be entered into public or unapproved AI services, sent to unapproved recipients or countries, or used for model development outside the recorded instructions and separate lawful rights.

30.2 Before processing Client Personal Data on instructions, the parties must complete the applicable data/access Project-Specific Requirements and Part III processing record. The SOW does not vary the standard data/security framework; incomplete required particulars, security controls or transfer mechanisms prevent the affected processing from starting.

30.3 Each party remains responsible for its actual legal role. Independent organisation-to-organisation disclosures require their own lawful purpose and notices; they are not made processor activities by a label. The Fractional Company must notify the Client of a relevant security incident without undue delay and within 24 hours of awareness, with available details, containment and updates, preserving any shorter statutory deadline.

30.4 Approved tools and counterparties do not excuse failure to protect information. Material data or system risks must be escalated promptly. The Client remains responsible for access it grants, its instructions and security obligations within its control; the Fractional Company remains responsible for its own systems, Personnel and approved subcontractors.

31. Deliverable IP, licences and infringement claims

31.1 Each party retains its pre-existing or independently developed materials. On full satisfaction or lawful discharge of the Professional Fees properly due for a commissioned Deliverable Occurrence, the Fractional Company assigns its assignable rights in bespoke material created specifically for that occurrence to the Client, including future rights to the extent lawful. Satisfaction includes payment to Arkatal as authorised collection agent with discharge under clause 10, payment directly to the Fractional Company through an approved route, permitted set-off under clause 26.3, and a recorded credit, settlement, release, Final Assessment Determination, operative award or court order to the extent it discharges those fees for work retained by the Client. Partial discharge does not proportionately transfer an indivisible occurrence's rights; a separately priced occurrence transfers when its own fees are fully satisfied. Rejection or cancellation of uncommissioned or unusable work does not alone transfer that work's IP. The Fractional Company must obtain matching Personnel rights and execute reasonable further documents. Satisfaction of Arkatal's own fees is not an IP-transfer condition, and Arkatal's delay in remitting a validly discharged supplier payment does not postpone transfer.

31.2 Before full satisfaction or discharge under clause 31.1, the Client may use the deliverable for evaluation and acceptance only, unless the SOW expressly grants agreed interim operational use. The Client licenses its materials to the Fractional Company only as necessary to perform the services. Unrelated Client property and Personal Data do not become supplier property or security for payment.

31.3 The Fractional Company retains generic methods, know-how and background tools. To the extent embedded in or necessary to use a deliverable whose corresponding Professional Fees have been fully satisfied or discharged under clause 31.1, it grants a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy, maintain, modify and adapt them for the Client's business, including through group companies, service providers and a successor operating that business. It must not reserve rights in a way that makes the promised deliverable unusable.

31.4 Background and third-party material, open-source conditions, recurring licence costs, use restrictions and AI-generated components must be identified in the relevant Project-Specific Requirements before inclusion. The Fractional Company must obtain rights sufficient for the agreed use and handover and deliver agreed editable source files, code, build information and documentation. It cannot assign rights it does not own, but remains responsible for its contractual promise to obtain necessary rights.

31.5 The Fractional Company indemnifies the Client against third-party IP infringement claims arising from permitted use of supplier-created deliverables, including finally awarded damages, approved reasonable settlements and reasonable defence costs. Exclusions apply to Client material, unauthorised modification or combination, or use outside the agreed purpose, to the extent causing the claim. The Client gives the equivalent indemnity for Client-supplied material or instructions that cause infringement.

31.6 The claim procedures in clauses 18.8-18.10 apply between the indemnifying and indemnified Engagement parties with the necessary role substitutions. The supplier may procure continued lawful use or replace or modify affected work without material loss of function. If not reasonably practicable, either party may terminate affected work and the supplier funds the refund of the unusable paid portion through the accounting procedure in clause 10. Clause 33 governs limits; no duplicate remedy applies.

32. Insurance and professional compliance

32.1 The Fractional Company must maintain professional indemnity insurance meeting the Professional Indemnity Insurance Minimum for relevant professional services; public liability insurance meeting the Public Liability Insurance Minimum for onsite work; and cyber/privacy liability insurance meeting the Cyber/Privacy Liability Insurance Minimum where it handles Client Personal Data or accesses material Client systems. These minima are defined in the Standard Commercial Parameters. Equivalent currency limits are permitted. Legally required worker, employer or other insurance must also be maintained.

32.2 Claims-made cover must continue during the Engagement and for two years afterwards where available on commercially reasonable terms. Material gaps, cancellation or reduction must be disclosed promptly before affected work continues. Inability to obtain required cover is no waiver: affected work must not begin or continue until cover is in place or the Engagement lawfully ends. Certificates and relevant evidence must be supplied on reasonable request; inability to maintain commercially reasonably available run-off cover must be documented and notified promptly.

32.3 The Client must maintain legally required insurance and its own premises and business-risk cover. Clause 32.1 sets the Fractional Company's fixed minima with their stated activity triggers; no account approval, SOW entry, onboarding assurance or billing concession reduces them. Greater mandatory cover still applies. Insurance neither guarantees payment nor increases liability caps; Arkatal does not certify coverage or insure the Engagement.

32.4 Each party must comply with applicable professional and other laws, maintain required permissions, impose appropriate compliance duties on its subcontractors, and notify material proceedings or restrictions threatening performance. Anti-bribery or other irremediable unlawful conduct permits termination under clause 34; no forfeiture of unrelated earned fees is implied.

33. Liability and indemnities between Engagement parties

33.1 These limits apply only between Client and Fractional Company, including confidentiality claims allocated to this clause by clause 13.6. Subject to clause 33.4, each party's aggregate ordinary liability under an SOW, including covered contractual indemnities, is capped at the total Professional Fees paid or payable for all Deliverable Occurrences committed under that SOW, excluding taxes, pass-through expenses and Arkatal fees. A new SOW has its own cap; connected claims within an SOW do not create multiple caps.

33.2 For breach of confidentiality or data protection, and the IP indemnities in clause 31, the aggregate enhanced cap is the greater of S$50,000 and twice that SOW fee measure. Ordinary claims remain within the ordinary cap; all capped liabilities together do not exceed the enhanced cap when applicable. These baskets are not cumulative.

33.3 Neither party is liable for indirect or consequential loss, including profit loss that is indirect or consequential. Reasonable direct correction, replacement-service, data restoration, containment and mandatory notification costs are not excluded merely by those labels, but remain capped where applicable. Service credits and refunds reduce damages for the same loss. Each party must mitigate.

33.4 No cap or exclusion applies to fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, liabilities that cannot lawfully be limited, the Client's properly due Professional Fees, or a party's own personnel remuneration, payroll, tax, CPF or employment obligations. An express indemnity for employment obligations under clause 33.5 is uncapped to the extent those obligations are caused by the indemnifying party. Regulatory powers and individual statutory rights are unaffected.

33.5 Each party indemnifies the other for third-party claims and reasonable defence costs caused by its own unlawful employment or personnel arrangements, immigration breaches, negligent injury or property damage, or breach of confidentiality and data duties. The Fractional Company is responsible for its Personnel; the Client is responsible for its workplace, instructions and treatment of those Personnel. For all Engagement indemnities, causation, fault allocation, lawful-recoverability limits, mitigation, no-double-recovery and the procedures in clauses 18.7-18.10 apply with appropriate party substitutions. Property damage is ordinarily capped; confidentiality/data claims use the enhanced cap; non-excludable and expressly uncapped liabilities remain uncapped.

33.6 These limits do not reduce either User's separate Part I payment or indemnity obligations to Arkatal. Those obligations create no claim against the other Engagement party without an independent contractual or legal basis.

34. Engagement duration, suspension and termination

34.1 The Engagement ends on its stated completion event or fixed end date and does not automatically renew. Either party may terminate all or a severable part on 30 calendar days' written notice, including within a fixed period, subject to clause 35's different treatment of Client convenience cancellation, established supplier default and other exit grounds. From effective delivery of a termination notice under the Formal Notice Mechanics, prior start authorisation is suspended for every affected Deliverable Occurrence that has not Commenced, including an occurrence pre-authorised under a Recurring Deliverable. During the notice period, such an occurrence may start only if the Client Authorised Representative expressly reauthorises it through the recorded platform workflow and the Fractional Company agrees to proceed, subject to the existing scope and start conditions. This freeze is not itself supplier default and creates no fee for uncommenced work. Already commenced occurrences and unaffected parts remain subject to their existing duties and lawful suspension or cancellation rights. No new occurrence may start after termination takes effect without a separately agreed continuation; required handover and surviving exit duties remain. No rolling employment-like arrangement is created. An Assessment SOW instead follows the specific non-cancellation and completion rules in clause 53.17.

34.2 Either party may terminate for an irremediable material breach or a material breach unremedied ten Business Days after notice describing it and requiring cure. For the same remediable delivery failure governed by clause 25.2, its five-Business-Day period or validly agreed or operative alternative deadline applies instead of the ordinary ten-Business-Day period, including where a completed clause 36 requirement addresses that failure. Termination for failure to cure cannot take effect before that applicable deadline; no ten-day minimum or additional discussion period is restored. The specific assessor-report correction and original-work verification processes in clauses 53.12 and 53.14 govern those failures instead. Other remediable breaches retain the ordinary ten-day rule. A party cannot extend any applicable period merely by disputing the breach or resubmitting work. This priority does not protect an irremediable breach, prevent action for a separate breach on its own contractual grounds, postpone mandatory compliance or restrict immediate protective suspension under clause 34.3. Insolvency termination is available only where legally permitted. A material status, permit or security issue must not be ignored during a cure period.

34.3 Either may immediately suspend affected work to avoid unlawful conduct or a material security threat, with prompt notice and mitigation. The Fractional Company may suspend for an undisputed overdue invoice only after ten Business Days' written notice to pay and must resume promptly when the debt is paid. A disputed portion alone does not justify suspension of unaffected services.

34.4 Suspension does not automatically increase price, extend a term or discharge unaffected obligations. Platform suspension is not an instruction by Arkatal to terminate the Engagement. The parties remain responsible for agreeing and lawfully implementing their own continuation, suspension or exit, notifying Arkatal so that actual payment and fee consequences can be recorded.

34.5 Except for an Assessment SOW governed by clause 53.17, the Client may immediately stop a commenced Deliverable Occurrence for convenience, subject to clause 35.1. A genuine supplier-breach claim must identify its basis and follow clauses 25, 38 and 53; supplier disagreement does not make it convenience cancellation. Neither party may fabricate or accelerate Commencement, including starting unrequested future units, to manufacture cancellation liability; only actual authorised substantive work on the affected occurrence counts.

35. Exit, final payment, refunds and handover

35.1 Except for an Assessment SOW governed by clause 53.17, on expiry or termination the Client pays accepted or deemed-accepted fixed Deliverable Occurrences, approved expenses and unavoidable approved third-party commitments. If the Client cancels for convenience a separately priced Deliverable Occurrence after its actual authorised Commencement, the entire fixed Professional Fee for that occurrence, less amounts already paid or credited, becomes invoiceable, together with the associated Service Fee, whether or not the work is complete or usable. That is the agreed price consequence of electing to stop an in-progress unit; it is not a pro-rata valuation. No additional future profit is added. Future Deliverable Occurrences that have not Commenced remain unpaid, including future occurrences under a Recurring Deliverable. The full-price rule does not apply to established supplier default, rejected materially defective work, supplier-initiated convenience termination or a qualifying force-majeure exit: in those cases payment for part-work is limited to the reasonable value of conforming work transferred and usable by the Client, never above that occurrence's unpaid price. A disputed exit basis is resolved under clauses 25, 38 and 53, with no automatic merits decision by Arkatal.

35.2 The Fractional Company must fund refunds of unearned advances and other expressly refundable Professional Fees through Arkatal within 30 calendar days after the refund entitlement arises under these Terms or is established by agreement or an operative determination, net of properly due amounts and without duplicate recovery. This generic period is subject to the specific-deadline priority and remittance requirements in clause 10.6; it does not extend or restart a shorter existing deadline. A valid supplier fee reduction produces the corresponding Service Fee adjustment under clause 8. The New SOW Fee and its exceptions remain governed by clause 8.3. An uncommenced future Deliverable Occurrence with no Professional Fee due creates no Service Fee.

35.3 Within ten Business Days after effective expiry or termination of the relevant Engagement, the Fractional Company must hand over current work, agreed editable material and code, a status and open-issues record, relevant documentation and access details through secure channels. It cooperates with access revocation and return of Client property. This standard handover carries no additional fee; additional transition services need agreed scope, duration and price under clause 28.

35.4 Client-owned data and property must not be withheld over a payment dispute. Rights in bespoke work whose corresponding fees remain unsatisfied are subject to clause 31, including recognised non-cash discharge and payment to Arkatal as collection agent, but the supplier must provide the information and materials necessary to identify and evaluate the work and protect Client data. The Fractional Company must return or securely delete the Client-owned data and property, at the Client's choice, within 30 calendar days after effective expiry or termination of the relevant Engagement, or sooner under Part III or another applicable earlier return/deletion obligation. The Client's choice determines the action, not a fresh period; a late instruction does not extend or restart that deadline. Lawfully retained copies remain protected and restricted.

35.5 No employee transfer, pension transfer, asset purchase, software escrow release, contract novation or indefinite support duty is implied by handover. Any required transfer must use a separate lawful instrument. Accrued payment, refund, ownership, confidentiality, data, indemnity, liability and dispute duties survive as needed.

35.6 Where a convenience-cancelled deliverable is charged in full, the supplier must still hand over the work and agreed materials actually created, with the paid-work rights under clause 31, but is not required to complete work the Client has directed it to stop. It must not charge the same Professional Fee twice or charge for uncommissioned future units. Recoverable approved third-party commitments must not duplicate costs already included in that fixed price. The parties must record cancellation time and the evidence of actual Commencement so that the affected unit and applicable amount can be identified without inventing a wider scope.

36. Implementation, metrics, continuity and optional requirements

36.1 Where a project includes implementation, the Client identifies access, test environment, go-live constraints and required approvals in its input fields; the Fractional Company commits the plan, deliverables, dependencies, testing evidence, rollback, training, documentation and stabilisation support in its fields. Only expressly commissioned phases are included. A timeline illustration does not override signed dates or dependencies.

36.2 Testing criteria must identify responsibility, evidence, environment, success measures and review period. Supplier-caused failures must be corrected and retested at its cost within the agreed scope. Client approval does not excuse non-compliance with preserved requirements. Acceptance remains governed by clause 25; production use alone is not automatic acceptance, but a complete submission and valid notice may produce deemed acceptance after the Acceptance Period under clause 25. Remediable supplier-attributable failure follows clause 25.2's common remedy period or a validly recorded alternative; original-work correction required by an assessment follows clause 53.14.

36.3 A deliverable-based service-level schedule must identify each metric, target, measurement source, interval, exclusions, reporting owner, correction period, repeated-failure threshold and any credit. Exclusions require evidence of causation. An agreed percentage credit is calculated against the specified Deliverable Occurrence fee, applied automatically through Arkatal on the next supplier invoice or funded by the supplier for repayment through Arkatal within 30 calendar days after the service-credit entitlement arises under the complete agreed measurement rule if no supplier invoice is due, and capped at 10% of that fee unless a centrally approved standard permits another cap. No credit arises from an incomplete formula. An objectively established entitlement does not await further discretionary acknowledgement. Where a genuinely disputed entitlement is established by agreement or an operative determination, its effective entitlement and due-date treatment applies without restarting a previously due undisputed credit or extending an earlier applicable deadline under clause 10.6.

36.4 On a material or repeated agreed service-level failure, the Fractional Company must promptly provide a root-cause explanation and proportionate corrective plan with owners, dates and success measures. Failure of a completed remediation requirement may constitute material breach under clause 34. Increased monitoring must be reasonable and limited to the affected service; additional chargeable work requires agreement.

36.5 The Fractional Company must maintain continuity arrangements proportionate to its commitments and dependencies. Specific recovery time/point objectives, backup arrangements, emergency contacts, test frequency and handover needs bind only when completed in the SOW. Invoking a continuity plan is not, by itself, force majeure. A review meeting does not create an unspecified uptime or recovery guarantee.

36.6 Automatic benchmarking reductions, shared savings, indexation, exclusivity, employee non-solicitation or salary-based recruitment damages, source-code escrow, a parent guarantee and workforce or pension transfer regimes are not included. If the project genuinely needs such matters, it cannot be treated as covered by a generic reference: separate centrally approved legal terms and any necessary executed instrument are required before the affected work.

37. Records, audit and legal access

37.1 Each party retains proportionate fee, delivery, approval, licence, insurance and compliance records for seven years after final settlement, subject to necessity, privacy and lawful retention restrictions. Where the same registered-work evidence record is also subject to clause 11.5, both duties apply and the later applicable endpoint governs that overlapping record, subject to necessity, privacy and lawful retention restrictions. This does not require retention of unrelated records, displace earlier return/deletion duties for instructed copies under Part III, authorise reuse of instructed data or alter Arkatal's separate rule in clause 16.2. Each party provides relevant verification evidence on at least five Business Days' notice, normally no more than annually, protecting unrelated and third-party information.

37.2 An audit must be confined to the Engagement's charges, agreed performance, security and compliance. Each bears its ordinary costs; the party in material breach bears reasonable substantiated additional audit costs caused by that breach. Supported overpayments must be returned through clause 10.6 within ten Business Days after delivery of the supported audit reconciliation identifying the overpayment, subject to that clause's deadline priority, and underpayments invoiced by Arkatal as disclosed agent with the contractual dispute and payment rights. Arkatal must receive the relevant reconciliation so that no duplicate invoice, credit or collection arises.

37.3 Applicable regulatory access cannot be obstructed by confidentiality or ordinary notice periods. Wider sector-specific system, premises, subcontractor or continuity assurance needs must be identified before signature and supported by the necessary lawful rights. Neither party promises unrestricted access to a third-party cloud provider merely by agreeing to an audit.

38. Engagement notices, disputes and general terms

38.1 Formal notices use the parties' verified account notice addresses and, for project-level notices, the current Client Authorised Representative and Fractional Company's verified project contact. Delivery and effectiveness follow the Formal Notice Mechanics unless a platform-only workflow applies. Notice details may be updated in writing.

38.2 For disputes outside clause 25.3's delivery-failure and acceptance-dispute track, project leads first seek resolution within ten Business Days of a reasoned notice, followed by authorised senior representatives for another ten Business Days. Either party may then use the court route or a Post-Dispute Arbitration Election under clause 38.3. Clause 25.3 replaces both stages for remediable delivery failures, including delay, acceptance disputes and their related correction, rejection, cancellation and payment issues under clause 53.1. An assessment neither restarts escalation nor creates a fresh merits appeal of its final determination. Mediation is optional; court-directed resolution requirements remain. Urgent relief and limitation-preserving steps need not await escalation. Undisputed duties continue where practicable; payment follows clause 26.3. Arkatal may transmit communications, supply records and administer the assessment or standard election, but need not negotiate positions or costs and does not adjudicate, represent a party or assume responsibility for resolution.

38.3 Governing law and choice of final forum. Singapore law governs the Engagement and related non-contractual obligations. Subject to a binding assessment under clause 53 and a valid Post-Dispute Arbitration Election for the particular dispute, the Singapore courts have exclusive jurisdiction over disputes arising out of or in connection with the Engagement, including its existence, validity, interpretation, performance, breach or termination. After a dispute has arisen, all parties to that dispute may elect arbitration only by their authorised representatives separately signing or expressly accepting the same complete retainable election under clause 48.4, identifying the parties, SOW, existing dispute and issues submitted. The standard package is arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules in force when arbitration commences, incorporated into that election; Singapore seat; one arbitrator appointed under those Rules; English language; Singapore law governing the arbitration agreement; and the initial funding and final cost powers in clause 38.7. Applicable streamlined procedures are subject to the Rules and SIAC's decision. The tribunal may grant lawful relief within its jurisdiction, determine recoverable costs and specify remedial actions and payment deadlines, subject to these Terms, clause 53.15 and mandatory law. Either party may present the standard election without Arkatal negotiating its terms. An unaccepted proposal expires ten Business Days after effective delivery unless all proposed parties record an extension; it does not prevent court proceedings. Refusal, silence, a unilateral request, acceptance of these Terms or an SOW, or an assessment appointment does not constitute agreement to arbitrate. Once validly made, the election binds its parties for that dispute; withdrawal, non-participation or failure to fund does not itself cancel it or restore a court merits route. If no valid election exists, or it is lawfully terminated by all its parties or held invalid, inoperative or incapable of performance by the competent forum, the default court route applies subject to mandatory law. Arkatal's separate disputes remain under clause 20.6. Necessary interim or enforcement protection in a competent court, non-arbitrable matters and mandatory rights are preserved. Applicable local work, safety, immigration and data laws remain binding wherever performance or processing occurs.

38.4 A Force Majeure Event relieves only the obligations it actually prevents, with prompt notice and reasonable mitigation; accrued payments remain due. No Professional Fee is earned solely for prevented, unperformed work, without retrospectively cancelling an accepted occurrence or Arkatal's separately earned New SOW Fee. After 30 calendar days of material prevention either party may terminate affected work under clause 35, except that assessment non-completion is governed by clause 53.17.

38.5 Assignment requires the other's written consent, not unreasonably withheld; permitted subcontracting is governed by clauses 24 and 41. A transfer cannot remove Arkatal's existing fee rights or bypass eligibility rules. The Engagement is the entire direct agreement without excluding fraud or mandatory rights. Invalid provisions are severed only as legally possible; delay is not waiver. Electronic signatures and counterparts may form one agreement.

38.6 Arkatal and Protected Persons may enforce only the express protections identifying their non-party status, absence of any duty to fund Professional Fees, separation of Platform Fees and limited assessment/record role in clauses 21.1, 25.3-25.4, 26.4-26.5, 33.6, 35.2, 38.2, 38.7-38.9 and 53 under the Contracts (Rights of Third Parties) Act 2001, to the extent expressly benefiting them. They acquire no supplier obligation. No other third-party right is granted. The Engagement parties may vary their own commercial obligations without beneficiary consent, but may not remove these protections or vary the separate Platform Agreements without Arkatal's written agreement. Any statutory consequence of enforcing a third-party right remains subject to applicable law.

38.7 Initial funding and final costs. For elected arbitration, each side initially funds 50% of institutional and tribunal deposits as between themselves, subject to SIAC's or the tribunal's directions, including separate deposits, additional calls and any joint and several liability under the Rules. Deposits are paid to and held by SIAC, not Arkatal. Each party initially pays its own lawyers, experts, representation and participation costs and any filing or process fee required of it. The tribunal retains full power under applicable law and rules to allocate recoverable institutional, tribunal, legal, expert and other costs, direct reimbursement of deposits paid for another party, and set payment deadlines. No initial allocation requires a party ultimately to bear its own costs in every event. Failure to fund follows the Rules and the competent forum's directions; Arkatal need not advance the shortfall and clause 38.3 continues to govern the forum. For court proceedings, each party initially pays its own lawyers, participation expenses and required filing or process fees; only a genuinely jointly commissioned external expert or joint deposit expense is initially shared equally unless the court directs otherwise. The court retains its full powers over recoverable costs, remedies, payment directions and deadlines. Arkatal does not collect or hold court-litigation funding. Properly due Platform Fees and assessment charges remain separately governed by Parts I and V; this clause creates no additional Arkatal arbitration or litigation surcharge. No party must negotiate a separate costs agreement with Arkatal to use either route.

38.8 Party separation and records. Engagement Merits Disputes are for the Client and Fractional Company alone; assessment-supplier claims are against the Independent Assessor under its Assessment SOW. Clause 20.12 is incorporated for separate and mixed claims. Platform facilitation, disclosed agency or collection does not make Arkatal a merits participant; a claim against it must identify its own independently alleged conduct and duty and follows clause 20.6. Compulsory process, mandatory jurisdiction and non-excludable rights remain. On reasonable authenticated request, ordinarily within five Business Days, Arkatal supplies all relevant parties the same lawfully disclosable export it holds: SOW, Terms, changes, authority/execution records, submissions, notices, assessment/election records and billing history. It may supply the export to the appointed tribunal or institution on lawful request and to a court through its required process; parties remain responsible for filing and serving evidence. Arkatal need not create missing evidence or conduct a party's disclosure exercise; it must identify known material gaps without claiming an exhaustive archive. Privileged, unrelated third-party and legally restricted material is excluded or appropriately redacted without misleadingly altering evidence. Standard record supply and ordinary outcome implementation attract no new dispute-handling fee.

38.9 Outcome implementation. A party relying on a Final Assessment Determination, operative award, permitted correction, recorded settlement or court judgment or order must promptly provide Arkatal an authentic complete copy identifying its operative effect, parties, sums, stays and lawful payment instructions. Arkatal must verify apparent authenticity, notify affected parties and update invoices, credits and remittance records, not redecide the merits. Clause 53.15 limits challenges to or displacement of a Final Assessment Determination. Balancing payments remain the responsible party's obligations; Arkatal pays only money held or actually received, except for its own direct obligations concerning refundable fees, held contributions and payment-error make-good under clause 10.10. Professional Fees and Platform Fee adjustments follow clauses 8-10 and 26.3. Repayment of an assessment-based payment lawfully reversed must be funded through the clause 10 route within ten calendar days after the later of the reversing outcome's operative effect and receipt of its authentic complete copy, unless the award, court order or recorded settlement sets another deadline. Clause 10.6's earlier-deadline priority and actual-receipt limits apply. Court/arbitration deposits, legal-cost awards and unrelated damages are paid directly as lawfully directed, not collected under Arkatal's service mandate. Other outcome-based balancing payments have the same ten-calendar-day trigger unless the decision or settlement specifies otherwise or clause 26.3 provides a later Professional Fee deadline. Contested legal effect goes to the competent forum. Arkatal neither guarantees enforcement or recovery nor funds another party's default.

Part III - Data Processing Terms

39. Application, parties and processing record

39.1 These terms apply when a party processes Personal Data solely on another party's documented instructions for the agreed activity. The instructing party is the Organisation; the instructed party is the Processor (including a data intermediary under the Singapore PDPA). The actual roles govern. For ordinary Engagement processing these are the Client and Fractional Company respectively; a different actual allocation must be expressly recorded.

39.2 The parties must complete and approve a processing record before affected access begins, identifying their legal entities and contacts; subject matter and duration; purposes and operations; people and data categories; instructions; systems; permitted locations and access countries; subprocessors; security and recovery measures; retention and backup cycle; rights and incident contacts; and any transfer instrument. For an Engagement, the applicable data and access Project-Specific Requirements, verified onboarding information and the controlled processing/security record together supply that record; no separate negotiated DPA is required where it adequately covers the actual activity. An Assessment SOW requires equivalent particulars where the assessor receives Personal Data on instructions; existing access is not automatically extended to the assessor.

39.3 Arkatal is not a party to that Client-Fractional processing agreement. Part III applies to Arkatal as Processor only if Arkatal and the relevant User separately approve a processing record expressly identifying that role and activity. Such an arrangement does not reclassify Arkatal's distinct own-purpose platform and permitted development operations. Its on-behalf-of providers are authorised only within the completed record and clause 41. No processing may start on the assumption that uncompleted particulars are covered elsewhere. The separation of roles does not itself authorise data collected or accessed in the Processor role to be moved to Arkatal's own-purpose operations; clauses 40.2-40.3 govern any proposed reuse.

40. Instructions, lawful purpose and prohibited reuse

40.1 The Organisation is responsible for the lawfulness of its instructions, necessary notices and lawful collection and disclosure. The Processor processes only for the documented purpose and instructions, including transfer instructions, unless law requires otherwise. It must notify a legal requirement before processing where lawful, and flag an apparently unlawful instruction and pause the affected action pending clarification.

40.2 Except for a separate use validly established under clause 40.3, Personal Data handled under this Part, including copies, extracts and datasets derived from that instructed processing, must remain within the Organisation's documented purposes. The Processor and its subprocessors must not sell it, use it for their own analytics or model development, use it as material for Arkatal Development Uses under clause 15, permit independent AI-provider training or combine it for an unrelated purpose. Operational use of an approved AI tool is allowed only within the recorded instructions and provider restrictions. Technical development, maintenance, debugging, security or testing needed to provide the instructed service may use the data only as necessary within those instructions; permission to perform that work is not permission to use the data as training, fine-tuning, evaluation or dataset material for Arkatal's or a partner's own product or models. The default development licence, partner authorisation and optional Part IV permissions do not override this boundary or amend a processing instruction.

40.3 Before any data governed by clause 40.2 is used for an independent purpose, the Organisation and proposed recipient must separately document that purpose, the data to be used or disclosed, the actual roles, an applicable lawful basis, required notices, necessary rights and permissions, consent of the relevant information owners and any required individual consent or other lawful basis. The permitted disclosure or release from the instructed purpose and the applicable processing and transfer records must be expressly recorded before that use begins; the original instructed copies remain subject to this Part. Neither a Privacy Notice, shareholder relationship, general partner appointment nor a change of label alone provides that authority. Specially sensitive data remains excluded unless expressly identified and adequately protected in the approved record.

41. Personnel and subprocessors

41.1 The Processor restricts access to authorised Personnel who need it, are appropriately trained and are bound by enforceable confidentiality duties. It remains responsible for their processing and for implementing least privilege and timely access removal.

41.2 For Client-Fractional Company processing, each subprocessor and its activity and locations must have the Organisation's prior written approval recorded in the processing schedule. A replacement or materially new activity also requires approval before use. For processing by Arkatal under its own separately completed record, the specific general-authorisation mechanism in clause 41.4 applies unless a stricter approved record or mandatory law requires otherwise. The Processor must assess each subprocessor, impose materially equivalent applicable duties by written contract and remain responsible for its performance to the extent required by the agreement and law. An approval cannot make an unlawful transfer lawful.

41.3 An independent model provider using data for its own development is not to be treated as a permitted subprocessor for that use. The parties must establish the separate lawful disclosure and role allocation first. Where approved subprocessors use further providers, equivalent authorisation, control and transfer protection must flow down.

41.4 Where Arkatal is the expressly identified Processor, the Organisation gives general written authorisation for on-behalf-of partners identified in the provider register to perform the operational and support functions described in clause 16.10, including technical development or testing needed for the instructed service, only to the extent the completed processing record and lawful instructions already cover those functions and the relevant processing and support-access locations. Clause 40.2 governs data use: this authorisation does not include using the instructed data as material for Arkatal-specific or partner model or dataset development. Each appointment must meet the recorded security, location and function criteria, with register disclosure, normally 30 days' advance notice of material additions or replacements and a reasoned objection opportunity under clause 16.12. No new case-by-case permission is required within that prior authorisation. A prohibited purpose, unapproved country, independent provider training or out-of-record function requires the applicable prior amendment, separate basis under clause 40.3 where relevant, and legal safeguards; it cannot be added through this general authorisation.

42. Security, resilience and agent controls

42.1 The Processor must maintain measures appropriate to the data and risks, including access controls, multi-factor authentication for privileged access, encryption in transit and at rest where appropriate, secure devices and credentials, logging, separation of customers, vulnerability management, incident response, recoverable backups and testing. It must not materially reduce agreed protection during the activity without approval and equivalent safeguards.

42.2 The processing record must specify additional project controls and any recovery objectives. AI and agent systems must distinguish instructions from untrusted data, restrict tools and external actions, prevent unnecessary export, limit prompt and output retention, and require suitable approval for material actions. Tests must use synthetic or minimised data where reasonably practicable.

42.3 The Processor must review material risks at least annually and after a significant change or incident and correct identified material deficiencies. No unagreed certification, unconditional security guarantee or cloud-provider audit right is implied. Statutory protection duties apply independently of the contractual measures.

43. Incidents and breach response

43.1 The Processor must notify the Organisation without undue delay and in any event within 24 hours after becoming aware of a Personal Data breach or material security incident affecting the activity. It must not wait for a complete investigation. Initial notice must give available facts, contact details, affected systems/data, likely consequences and containment steps, followed by timely updates.

43.2 It must contain the incident, preserve evidence and privilege, mitigate harm and reasonably assist assessment, communications and remediation. It must not notify individuals or a regulator on the Organisation's behalf without instructions unless legally required. Each party remains responsible for its own statutory notification deadlines; the 24-hour contract deadline does not extend them.

43.3 Costs caused by the Processor's breach are borne by it subject to the applicable liability provisions. Other exceptional requested assistance may be charged only at agreed reasonable rates. A dispute about costs must not delay legally required protection or notification.

44. Rights requests, assistance and records

44.1 The Processor promptly forwards relevant individual requests, complaints and regulator communications to the Organisation and reasonably assists access, correction, withdrawal, deletion or other applicable rights, assessments and regulator inquiries. It must preserve applicable deadlines and not make an unauthorised response in the Organisation's name.

44.2 It maintains sufficient processing and instruction records to demonstrate compliance and permits the Organisation to obtain relevant information. Routine assistance is included in the agreed service; exceptional additional work may be charged at agreed rates, excluding costs of the Processor's own breach. Contractual assistance does not reduce either party's direct statutory duties.

45. International transfers and locations

45.1 Processing, remote access and onward transfer may occur only in the countries and locations approved in the processing record. Before a transfer the parties must implement the mechanism, contractual protections and assessments required by applicable law, including comparable protection where required under the Singapore PDPA. Commercial approval alone is insufficient.

45.2 If UK, EEA or another jurisdiction's rules apply to a particular activity and require specific clauses, addenda or transfer instruments, those instruments must be completed and approved before transfer. A Singapore governing-law clause, use of a UK or US server, or a general consent does not resolve that analysis. The Processor must provide relevant evidence of safeguards on reasonable request.

45.3 The platform's general location notice does not authorise a Fractional Company's unlisted delivery country. Changes require the Organisation's recorded approval and necessary safeguards before affected processing starts. Unapproved transfer must be stopped promptly and addressed through the incident and remediation procedure.

46. Demonstration, audits and regulatory cooperation

46.1 On reasonable request the Processor must provide relevant security, subprocessor and compliance information. The Organisation or a suitable independent confidential auditor may verify the activity on at least five Business Days' notice, normally once annually, first using proportionate documentary evidence where sufficient. Additional access is permitted for a material incident, substantiated concern or enforceable regulatory requirement.

46.2 Audits must protect unrelated customers, security-sensitive material and third-party rights without defeating verification. The Processor must cooperate with legally entitled regulators and procure equivalent relevant evidence from subprocessors within lawful and contractual limits. A material deficiency must be remedied without additional charge.

46.3 Each bears routine costs; the Processor bears reasonable additional audit costs caused by its material breach. Audit rights do not grant unrestricted access to all infrastructure or excuse a legally required inspection. Broader sector-specific requirements must be expressly identified and supported before the service begins.

47. Return, deletion, survival and liability

47.1 On completion or termination, the Processor must return data in the agreed usable format or securely delete it at the Organisation's choice within 30 calendar days or an agreed shorter lawful period, including copies with subprocessors, and confirm completion. Routine backup copies must be isolated from ordinary use and expire within the agreed cycle, which must not exceed 90 days without an expressly justified approval.

47.2 Where law requires retention, the Processor must identify the requirement where lawful, retain only necessary data, restrict its use to that purpose and continue protection. It may not retain instructed data merely to support an independent training purpose. Processing duties continue while data is held and survive termination.

47.3 Liability between Client and Fractional Company follows clause 33. Liability under a separately agreed Arkatal-User processing record follows clause 19 unless expressly varied in accordance with clause 1.7. No contractual cap or allocation restricts a regulator, an individual's mandatory rights or a direct statutory liability that cannot lawfully be limited. For Arkatal, clause 19.2's relevant collected-Service-Fee measure and clause 19.6's fixed party allocations and aggregation apply subject to their preserved exceptions; the assessor's or supplier's separate clause 33 regime is unchanged.

Part IV - Standard acceptance, agency and permission statements

48. Company acceptance and non-employment confirmation

48.1 The company's authorised representative must expressly accept: "I am authorised to bind the company identified in this account. The company accepts this recorded version of the Platform Terms, including its role-specific obligations, the Matching Submission Fee after the Free Matching Submission Allowance, its accumulated future SOW credits and Matching Result Access Period and workflow-progress resets under clause 8.9 and signed-work extension limited to the contracted Fractional Company’s relevant details, the New SOW Fee under clause 8.3, the Service Fee at the Service Fee Rate, the fixed off-platform charges and reporting rules, indemnities and the relevant collected-Service-Fee damages cap and fixed party allocations, which may be zero, subject to preserved exceptions and primary payment duties. The company undertakes not to misuse its account and is responsible under clauses 1.4 and 6 for Personnel and representatives entrusted with access and bots, automated agents or systems it deploys or permits to operate on its behalf. It must ensure their compliance, maintain required access and security controls, and promptly report and address suspected misuse or compromise. Using an agent does not authorise prohibited activity, confer out-of-mandate authority or remove company obligations; clause 1.4's attribution limits and Arkatal's independent duties remain. It will use ArkaTal only for genuine independent business-to-business Deliverables, not employee recruitment or disguised employment, and will maintain required authority, permits and the insurance applicable to its contractual role under clause 32. It accepts that Arkatal acts as the Fractional Company's disclosed commercial and collection agent within its mandate, not as the service supplier or a guarantor of Professional Fees. It grants the content licence in clauses 12–16 within its rights, including lawful preparation of eligible Platform Recordings, Platform Transcripts and ordinary confidential discussion into Anonymised Development Material, and broad development and commercialisation of resulting technology only under clause 15’s anonymity gate. The upfront grant needs no routine further company licence per meeting, dataset or product. Client acceptance includes clause 12.8’s Opportunity Summary permission for outreach, public marketing and historical examples, with its restrictions and marketing-stop route. Controlled on-behalf providers act within the provider register and assigned mandate; this acceptance does not consent for individuals, grant another owner’s rights or permit customer source-data resale."

48.2 Each SOW execution must separately approve the identified complete contractual package presented under clause 7.8, including the entire completed SOW, incorporated Standard Engagement Terms, applicable schedules and processing record where required, without requiring duplicate summaries of standard rules in the SOW. Execution and retention follow clauses 5 and 7; supplier approval of a mandate does not replace Arkatal's required execution. A signatory's confirmation of company authority is not a personal debt guarantee. The binding-assessment acceptance under clause 48.3 and any Post-Dispute Arbitration Election under clause 48.4 require their separate express actions; neither follows from ordinary account or delivery-SOW acceptance. Optional individual or independent-model-provider consents must not be incorporated into a compulsory acceptance checkbox.

48.3 Binding assessment acceptance. Before an Assessment SOW is concluded, each disputing company must separately accept through its own authorised representative: "I am authorised to bind the identified commissioning company. For the existing dispute and questions identified in this complete Assessment SOW, the company jointly appoints the named Independent Assessor, approves the fixed assessor Professional Fee plus one Service Fee calculated at the Service Fee Rate and applicable tax, no assessment New SOW Fee, its 100% Assessment Contribution and one included correction verification, and agrees that the report finalised after clause 53.12's correction process will be final and binding within its mandate, with the limited challenges and settlement rights in clause 53.15. The company accepts that a curable original-work failure leaves its original fee withheld, permanently allocates this assessment's cost to the original supplier, and is followed by the same assessor's included binding verification without a fresh merits veto. The company accepts that the assessor Professional Fee and corresponding Service Fee become payable only when any required verification is completed and finalised, whether its finding is success or failure, or on report finalisation if none is required, subject to clause 53.17. Surplus contribution refunds follow final cost allocation independently. The company accepts the no-convenience-cancellation rule in clause 53.17 and the stated allocation, payment and refund rules. This is an expert determination, not consent to arbitration, and Arkatal does not decide the merits or guarantee payment or the outcome." Arkatal may sign for the assessor only within its separate service mandate; it does not give either disputant's binding-assessment acceptance. A candidate-list review or selection under clause 53.3 is not this acceptance.

48.4 Standard Post-Dispute Arbitration Election. The separate election record must identify every electing company and its authorised representative, the relevant SOW and Terms version, the date and nature of the dispute already arisen, the precise issues submitted and any assessment determination affecting them. Each electing company must receive and retain the same complete record, including clauses 38.3 and 38.7, and separately accept: "I am authorised to bind the identified company. After this identified dispute has arisen, the company elects with the other identified parties to submit it to SIAC arbitration on the complete standard terms in clauses 38.3 and 38.7, including the Singapore seat, sole arbitrator, English language, Singapore arbitration-agreement law, initial funding and the tribunal's final costs and remedies powers. Initial payment of our own participation costs and our share of deposits is not a final costs allocation. The company understands that a valid election binds it for this dispute and that non-payment or withdrawal does not itself restore the court merits route. A binding assessment remains subject to clause 53.15. Arkatal is not a party to this election." Arkatal must preserve all required acceptances, authority, scope, version and timestamps where the platform records the election; its service agency mandate does not authorise it to elect arbitration for a disputant. A separate assessor dispute requires an election by the actual parties to that already-arisen dispute. No unspecified future dispute or unselected election is included.

49. Commercial agency appointment and collection acknowledgement

49.1 The Fractional Company's authorised representative must expressly accept: "I am authorised to bind the Fractional Company. I appoint Arkatal as its disclosed commercial agent with actual authority to negotiate and conclude service SOWs and Repeat Orders only within our recorded Approved Offer Mandate, which may be restricted to a single exact version. I authorise related invoicing, approved credits, collection and remittance under clauses 5 and 8-10. We remain the service supplier and bear Client non-payment risk; Arkatal makes no supplier payout on an identified Deliverable Occurrence invoice until the complete properly due invoice, including its related Arkatal charges, is received in Cleared Funds, then pays within the Standard Fractional Company Payout Period. A partial payment, however close to full payment, does not satisfy the gate; unrelated invoices do not block it. Actual Client credit and IP transfer remain separate. Clause 10.10 preserves Arkatal's own payment-error make-good duty. Client payment to Arkatal discharges the supplier debt as stated in clause 10. Arkatal's New SOW Fee under clause 8.3 and Service Fee are added to the Client price, not deducted from our Professional Fees. I understand the prospective revocation, reconciliation, reversal, refund and fixed off-platform rules."

49.2 The Client's authorised representative must acknowledge: "I approve the identified SOW and understand that the Fractional Company is the service supplier, with Arkatal authorised to conclude the transaction for that company and invoice/collect as disclosed agent. I will pay the combined billing pack through Arkatal's designated verified bank route. The supplier component and Arkatal's additional New SOW Fee under clause 8.3 and Service Fee are distinct supplies; any accumulated Matching Submission Fee credit applied and remaining balance is recorded. The invoice-specific payout gate in clause 10.2 does not undo our actual payment credit or impose Arkatal-fee clearance as an IP-transfer condition. Payment to Arkatal has the discharge effect in clause 10; Arkatal does not guarantee delivery, acceptance or a supplier-funded refund. No card, off-session debit or unrelated charge authority is given by this acknowledgement."

49.3 Arkatal must record the company, authorised representative, accepted Terms and mandate version, permitted parameters or exact final SOW, date, scope, execution and any prospective withdrawal. The record must preserve the Client's acceptance and clearly identify Arkatal's execution as agent for the named Fractional Company. An accessible mandate withdrawal/update route and verified bank-detail process must be provided. General account acceptance alone does not supply missing project-specific authority to bind a company to unknown work.

50. Recording and essential-service data notice

50.1 Before a Platform Meeting is recorded or transcribed, each participant must receive this notice with the meeting identity and intended participants: "Arkatal will record and transcribe this meeting for project discussion, SOW preparation and platform administration. Intended participants and authorised workspace users may receive the record as needed for those purposes. Within the content rights granted in these Terms and a valid basis for source processing, Arkatal and its approved providers may prepare eligible content into genuinely anonymised development material. Only material meeting that standard may be used under this route to train, evaluate and develop technology commercialised across industries under clauses 15 and 51. Identifiable recordings and transcripts are not broad-training inputs. Recording permission does not supply another person’s rights or unlimited personal-data consent. Providers and processing/support locations are in the provider register. Raw audio/video is retained for up to 12 months and working transcripts for up to 24 months after the relevant discussions or Engagement end, subject to clause 16’s limits and evidence exceptions. You can decline recording and use an available unrecorded discussion or written-input route. Contact enquiries@arkatal.com for applicable access, correction, withdrawal or other rights." Where recording consent is required, the affirmative statement is: "I agree to recording and transcription of this identified meeting for the operational purposes described. This does not grant broad identifiable-personal-data training consent."

50.2 The organiser must give late joiners the clause 50.1 notice and pause recording or transcription where a required permission is missing. No company representative may give blanket personal consent for every attendee without lawful authority. Existing valid permissions may be relied on only within their recorded scope; required affirmative recording consent must remain distinguishable from a content licence and any lawful basis for preparation. The upfront content licence does not replace these participant requirements or require a new negotiated company agreement for each meeting.

50.3 Necessary operational collection, sharing, AI-assisted matching and document processing must be notified before use, using the actual purposes and recipients in clauses 12 and 16 and the Privacy Notice. Acknowledging receipt of that notice is not an individual's blanket development consent or a waiver of access, correction or withdrawal rights. Content licences, lawful preparation and anonymised development are governed separately by clause 15. Routine, automated and targeted fee/circumvention checks under clauses 11.14-11.15 must be accurately reflected in the notices before activation; no notice expands Part III purposes or provider training rights.

51. Content licence and anonymised development notice

51.1 The preparation and development notice is: "Eligible profiles, CVs, answers, briefs, SOW particulars, reference facts, feedback, platform activity and authorised Platform Recordings and Platform Transcripts may be lawfully prepared into genuinely anonymised development material within the company’s or individual’s content rights. Preparation of identifiable sources requires its own applicable lawful basis and notices; a content licence alone is not personal-data consent. Anonymity requires assessing identification and linkage risks, not merely removing names. Only material meeting that standard is used under this route to train, fine-tune, evaluate and develop AI models, software, agents and other technology. Arkatal may commercialise the resulting technology through subscriptions, licences, white-labelling and standalone products across lawful industries, including recruiter tools and regional distribution. Customer source records and customer-derived corpora are not sold as independently exploitable data products, even if anonymised. Excluded and instructed material, confidentiality and IP restrictions remain. Provider details are in the provider register. Source recordings and transcripts retain their shorter retention periods; eligible anonymised development datasets have an up-to-five-year period from selection with annual review under clause 16. Contact enquiries@arkatal.com or account privacy controls for applicable rights. Genuinely anonymous material need not be re-identified; potentially identifying derived information remains subject to assessment and applicable rights." Receipt of this notice is not an optional consent choice or blanket personal-data permission. The ordinary route described here does not request consent to broad training on identifiable personal data.

51.2 The content-licence notice is: "By authorised company acceptance, or by personal acceptance as an Individual Participant, the accepting party grants Arkatal the clause 15 licence within the rights it owns or is entitled to grant. This covers lawful preparation of eligible sources and development and cross-industry technology commercialisation using genuinely anonymised material, without routine further licences for each meeting, transcript, dataset or product. It does not consent for other people, transfer ownership of source material, license unauthorised employer or client information, permit source-data resale or override confidentiality, exclusions, retention or statutory rights. Client acceptance additionally grants the Opportunity Summary permission in clause 12.8, including outreach, public marketing and historical examples without individual summary approval, subject to its limits and marketing-stop route." An individual’s acceptance does not give a future company’s permission or appoint a commercial agent.

51.3 Before preparation and development, Arkatal must record the applicable notice and acceptance, source rights, actual personal-data basis for identifiable preparation, relevant person or company, date/version, exclusions, anonymity assessment and withdrawal status. No contractual statement certifies that a dataset or model is anonymous. Clause 15’s gate, Part III instructions and clause 52’s independent-provider restrictions remain. If an applicable basis or assessment is missing, affected preparation or development must not proceed.

52. Optional independent third-party model development

52.1 Separate individual wording: "I choose to allow the specifically named provider(s) in this notice to receive the identified eligible Personal Data and use it for the stated training, fine-tuning or improvement of their own or generally supplied models. I have received their identity, intended model functions and reuse purposes, data categories, retention and location information, risks and available withdrawal or rights-request routes. This choice is optional and separate from Arkatal-specific development and operational AI use."

52.2 Separate company-owner wording: "I am authorised to license the specifically identified company material, including any identified confidential or IP-protected content, to the named provider(s) for the stated independent model-development purposes and safeguards. This does not grant rights in other owners' material or consent on behalf of individuals without lawful authority."

52.3 No choice is effective while the provider, model purpose, data scope or material processing terms are unspecified. Absence of a recorded affirmative choice means no permission for this independent provider use. Adding another independent model provider or materially different use requires a new or validly renewed choice. Operational provider access under protective no-independent-training terms is governed separately by clauses 12 and 16.

52.4 Arkatal must offer an accessible withdrawal route through its DPO or account privacy controls and pass requests to affected providers, taking responsibility for its own duties. Technical limits on removal from a trained model must be explained accurately and assessed against applicable law, not treated as a contractual elimination of rights. Genuinely anonymous, non-confidential outputs may be retained only as permitted by clause 15.7 and applicable rights.

Part V - Independent assessment procedure

53. Limited independent assessment, funding and implementation

53.1 Application and referral. This clause applies to a genuine, identified disagreement between the Client and Fractional Company over a remediable delivery failure, including delay, or whether a separately priced deliverable meets its signed acceptance criteria, or the related permitted correction, rejection, cancellation or payment outcome. It is incorporated into each Engagement, but an assessment is commissioned only by both disputants' express agreement under clauses 53.4, 53.9 and 48.3. Following the five-Business-Day project-lead stage in clause 25.3, either may ask Arkatal to obtain a small, fixed-scope Assessment SOW from an independent Fractional Company not involved in the work. The procedure is a binding expert determination within the agreed mandate after correction, not arbitration; Arkatal is its commercial administrator, not the decision-maker. Declining the assessment leaves the default court route or a separately elected arbitration under clause 38.3.

53.2 Narrow issue and evidence record. Each party must provide a concise position identifying the disputed deliverable, signed SOW and Terms version, failed or satisfied criteria, agreed dependencies, submission and rejection history, cure attempts and the exact commercial outcome sought. The available alternatives must be stated before appointment and confined to lawful contractual outcomes: acceptance/payment of the stated fee, further specified cure, rejection/refund of the unusable paid portion, a permitted fee adjustment or the correct cancellation basis. Neither party may obtain unrelated damages or a new scope merely by asking for them. Claims principally concerning fraud, employment status, legal validity or regulatory rights follow clause 38 or the appropriate mandatory process, not an expert's technical mandate. The assessor has no authority to determine Arkatal's separate liability, alter its fee model or award unrelated damages.

53.3 Assessor independence. Arkatal may identify and present up to three suitably competent, independent and available Fractional Companies as options to act as Independent Assessor, with their proposed expert, relevant capabilities, disclosed relationships, itemised price and timing. The proposed assessor must disclose material financial, ownership, employment, prior project, referral, personal or other relationships with Arkatal or either disputant that could reasonably affect independence, and confirm that neither its Professional Fee nor Arkatal's Service Fee for the Assessment SOW depends on who wins. It must not be the original supplier, the Client, their controlled affiliate, Arkatal, a contracted on-behalf-of partner appointed under clause 16.10 or a person involved in preparing or delivering the disputed work. Before commissioning, each disputing company must review the same identified candidate list and material particulars, mark any option it cannot work with “NOK” with a brief reason, and actively confirm that it has completed that review through an authorised representative. Multiple options may remain acceptable. Within a completed and expressly confirmed review only, an option not marked NOK counts as acceptable for selection. Silence, inactivity, an untouched screen, a partial review or expiry of a response period is not confirmation or acceptance. An objection must be genuine and must not rest merely on an anticipated adverse assessment. Documented competence, conflict, confidentiality, security or legal concerns remain grounds for prompt objection, including a concern discovered after the review. A materially changed list or offer requires fresh relevant review and confirmation; the absence of a NOK mark cannot validate an ineligible or conflicted assessor. Arkatal must identify the overlap between the two confirmed reviews and select only from that mutually acceptable pool. The selection rule must be disclosed with the candidate list: select the candidate offering the earliest confirmed start date consistent with the required report and verification timetable; if tied, select the lowest total Assessment Price on a comparable scope and tax basis; if still tied, use ascending order of the unique candidate identifier assigned and shown before either review. Arkatal must record both reviews, their authority and list version, objections, selection rule and outcome. If there is no overlap, no assessor is appointed; clause 53.18 governs proposal closure and the available dispute route. Selection alone does not commission a service, create a funding debt or constitute the binding election: clauses 53.4, 53.8, 53.9 and 48.3 must still be satisfied.

53.4 Scope and price approval. The Assessment SOW must identify the Independent Assessor and its named Fractional Expert, dispute, criteria and questions, evidence and permitted tests, confidentiality/data controls, report requirements, itemised Assessment Price under clause 53.6, a short fixed report timetable, funding and access deadlines, the two Assessment Contributions, correction/finalisation process, binding effect and refund/allocation mechanism. It must remain proportionate to the disputed unit and confer no unrestricted audit or new-delivery mandate. Both disputants must receive and expressly approve the same complete offer and the clause 48.3 acceptance; the assessor must grant or update its Approved Offer Mandate and Arkatal must execute its service supply within that mandate before Sign-Off. No general account permission, silence, merits prediction or automation substitutes for those approvals. The original fixed scope and price must include one verification by the same assessor of any required original-work correction, requirements for recording the correction evidence and deadline, the verification delivery timetable, and the clause 53.14 lifecycle, distinct report-finalisation and verification-finalisation records and the resulting fee trigger; report correction is distinct from correcting the original work. The retained offer must identify the clause 53.3 selection record. A suitability review or selection does not substitute for either commissioner’s express acceptance of this complete offer and the separate binding election.

53.5 Direct assessment contract. For this limited Assessment SOW only, the original Client and Fractional Company are joint commissioning parties and the Independent Assessor is the sole assessment supplier. The relevant Part II duties, confidentiality, data, IP, fixed insurance, clause 33 liability and clause 38 forum terms apply with those roles and this clause's modifications. References to the Client in those supplier duties mean both commissioners; neither may give a unilateral scope, acceptance or cancellation instruction for the other. Each owes its own Assessment Contribution, and final costs follow this clause, not joint and several liability merely by being a commissioner. The assessor's cap is measured once by its Assessment SOW Professional Fees, not by both contributions; both commissioners together receive the assessment-use rights under clause 31 when its fees are discharged. Those rights do not transfer either disputant's pre-existing materials or authorise unrelated publication. Neither the original nor the assessor's named Fractional Expert assumes personal debt merely by acting in that role. Arkatal concludes and administers the assessor's supply only as that assessor's disclosed commercial agent within its separate mandate, not as either disputant's merits representative or settlement agent. The joint commission is one separate Assessment SOW; pricing and the New SOW Fee exemption follow clause 53.6. The original dispute's arbitration election does not bind the assessor to a later dispute without its own valid post-dispute election.

53.6 Assessment Price and equal upfront funding. The Assessment Price is the fixed net assessor Professional Fee plus Arkatal's Service Fee calculated at the Service Fee Rate and the applicable clearly identified taxes. Each disputing company must pay Arkatal 100% of that Assessment Price as its own Assessment Contribution before the assessor begins. Thus two equal contributions are collected for one assessment: one Assessment Price will fund the assessment and the other is available for the outcome-dependent refund. The assessor receives its full Professional Fee once properly payable on completion under clauses 53.12–53.14, or to the limited extent allowed by clause 53.17; Arkatal earns its stated fees only once on the same invoiceability trigger. Neither fee is earned merely by receipt of pre-funding or finalisation of an initial report while required verification remains outstanding. No unapproved hourly charge, appeal surcharge or double platform fee arises from the two contributions. No New SOW Fee is charged for an Assessment SOW. Its fixed scope and price include one same-assessor verification of a required original-work correction, without a further commission, correction charge or assessment fee.

53.7 Accounting for contributions. Arkatal must issue itemised funding requests and any required tax documents identifying the underlying assessment transaction, conditional allocation and refundable surplus, not two unconditional invoices falsely representing two supplies. It must record each funder's contribution separately, protect the unallocated refundable balance from business use and pay it only as this procedure requires. Receipt is an advance for this specific jointly commissioned assessment, not a general-purpose wallet or a promise to safeguard unrelated disputed Professional Fees. Final invoices and credit notes must match the ultimate cost allocation and applicable tax treatment. The rules in clause 10 on actual receipt, discharge, reconciliation, lawful restrictions and return of held money apply. A reversed Assessment Contribution means money paid towards the assessment that has subsequently been validly taken back or lawfully recovered from Arkatal. A complaint, recall request or disagreement with the result alone is not enough. Arkatal must trace the original funder, actual recovery, cause, current held reserve, paid assessor fees and contribution refunds. The responsible funder must replace an evidenced funding shortfall within five Business Days after effective supported notice under the Formal Notice Mechanics through a verified lawful route. The notice must identify the assessment, original payment, actual recovery from Arkatal, amount, cause, current accounting and replacement deadline. An actual reversal does not itself extinguish the valid underlying funding duty. Responsibility follows cause and does not transfer Arkatal's independent breach to an innocent funder, assessor or refund recipient. No commissioner or assessor guarantees another commissioner's contribution. Clause 10.5 applies only where its independent evidenced cause-based repayment conditions are met, subject to the specific protections in clause 53.8. Unsupported demands are not payable. Credit held funds, repayments, returns, valid set-off, recoveries and make-good payments once so there is no double compensation.

53.8 Regulatory activation and failure to fund. Arkatal must not activate the two-contribution collection model merely on the assumption that ordinary service collection covers the contingent refund. Before first use, it must obtain a documented Singapore payment-services assessment covering the actual collection, holding, allocation and return flow and establish a lawful basis or use an appropriately authorised provider for any activity requiring one. Assessor work may not begin before both contributions have cleared and required access approvals exist; refundable balances remain protected under clauses 10.3 and 53.7 throughout. An unsigned or unaccepted proposal may be closed if no lawful route or assessor is available or the parties do not agree the same offer or funding. After Sign-Off, failure to meet the recorded funding or access deadline is not a convenience-cancellation right; non-completion and accounting follow clause 53.17. Refusal to commission, or funding default, does not by itself decide the original merits. Unresolved issues follow clause 38.3, not automatic arbitration. Unused funds must be returned under clause 53.17. Following an actual reversal before work starts, identify both contributions and the held balance; do not commence without both required cleared contributions and access approvals. Give the responsible funder clause 53.7's five-Business-Day replacement period; unresolved funding failure follows clause 53.17. After a final report but before required verification and payment, separately reconcile the one retained Assessment Price, surplus already returned, completed work and remaining verification. A final report alone does not mean the assessor has been paid or earned the full price. Lawful completion remains required, but an innocent assessor need not finance a funding shortfall; objectively impracticable completion follows clause 53.17's safeguards and limited usable-work accounting. After proper assessor payment, seek replacement from the responsible funder; there is no automatic clawback of an innocent assessor's properly earned fee or use of the other commissioner's protected refund. After contribution refunds, trace the funder, recipient, entitlement, net shortfall and any established excess. Mere receipt of a correct refund does not guarantee another's payment. An existing mistaken-payment or operative-outcome repayment duty retains its own deadline; any additional duty under this clause to restore funding or repay an established excess binds only the responsible funder or recipient shown by supported accounting to have received too much, with five Business Days after effective supported notice. Arkatal's independent fault and clause 10.10 make-good duties remain; its 30-calendar-day own-error recovery window does not extend a funder's five-Business-Day replacement deadline.

53.9 Binding election and separate arbitration choice. The Assessment SOW must record the already-arisen dispute, each disputant's express clause 48.3 acceptance, the defined questions and both companies' agreement to be bound by the Final Assessment Determination and its specified correction, payment, refund and assessment-cost consequences. Neither may withdraw that agreement unilaterally or use a separate merits proceeding to obtain a second determination of the same questions. During the commissioned assessment they must pursue its completion and, where proceedings already exist, promptly seek appropriate directions or a stay for those questions; this creates no automatic court or tribunal stay. Urgent protective relief, limitation-preserving steps, issues outside the mandate and the limited challenges in clause 53.15 remain available. No arbitration-cost agreement is required in an Assessment SOW. Any arbitration election must be separately made under clauses 38.3 and 48.4; refusing it neither blocks the assessment nor changes its binding effect. Acceptance of an assessment is not an agreement to arbitrate. A clause 53.3 confirmed candidate review, an unmarked option or Arkatal’s selection is not this binding election. Both commissioning companies must expressly accept the same complete Assessment SOW after selection; the assessor mandate, agency execution and funding/access conditions remain separate requirements.

53.10 Assessment process. The assessor must give both disputants the same evidence set, a reasonable equal opportunity to make a concise submission and respond to material adverse information, and notice of material tests or assumptions. It must apply the signed criteria and properly approved changes, distinguish technical findings from legal issues, and avoid private merits communications with one side or Arkatal. Arkatal may transmit documents, coordinate access and dates, and verify administrative completeness, but must not instruct the assessor which party to favour, edit the merits or substitute an AI output for the assessor's professional responsibility. The assessor must maintain the confidentiality and access controls in its Assessment SOW. For an evidence gap the assessor must first permit proportionate retesting or reconstruction within the agreed scope and lawful access. It may draw reasoned adverse inferences from a party-caused gap only after giving that party an opportunity to explain; missing evidence is not automatic proof of every allegation. If neither party caused the gap and a reliable answer remains impossible, the report must record inability to determine that issue. No unapproved retest or overrun may consume the reserved refund balance.

53.11 Report and outcome. Within the signed timetable the assessor must deliver the same complete, accessible reasoned report and required evidence to both parties and Arkatal through the agreed recorded route. It must identify each material criterion, evidence, limitations, findings and the supported contractual outcome, including any required correction and timetable, amount payable or refundable, and the reasoned assessment-cost allocation. Payment deadlines remain those in clauses 26.3, 10.6 and this clause unless a later operative award, court order or recorded settlement validly provides otherwise. The report must identify a wholly vindicated party, mixed result or inability to reach a reliable technical conclusion without selecting an unlawful or out-of-scope outcome or inventing a winner. The correction process in clause 53.12 precedes finalisation and outcome-based payments. Unresolved original issues may proceed under clause 38.3; an inconclusive report does not establish a fee entitlement or decide those merits by default.

53.12 Assessment deliverable, correction and finalisation. This clause replaces ordinary clause 25 acceptance for the assessment report. Each commissioner has five Business Days after effective delivery to both commissioners of the complete accessible report and evidence to give the assessor, the other commissioner and Arkatal a reasoned notice of a material omitted question, calculation error or procedural nonconformity. The Business Day after delivery is day one and the window ends at 5 p.m. Singapore time on day five; a failed delivery or materially inaccessible report does not start it. The assessor must address every timely notice and correct attributable defects without extra charge within five Business Days after that window closes, or another reasonable period recorded by the assessor and both commissioners or fixed by an operative court order or duly elected tribunal. It must deliver the same corrected report and a reasoned disposition of each notice to both commissioners and Arkatal; where no correction is justified, it must provide reasoned confirmation. With no timely notice, the conforming report becomes the Final Assessment Determination when the five-day window expires. With timely notices, finalisation occurs on effective delivery to both commissioners of the assessor's final corrected report or report confirmed with reasons addressing them, no earlier than expiry of that window. A notice merely disagreeing with the technical conclusion does not require a merits rehearing, and an allegation maintained after the assessor's reasoned disposition does not itself prevent finalisation. The corrected report creates no fresh general acceptance period; legally available challenges follow clause 53.15. If no original-work correction verification is required, the conforming final report is then treated as accepted for the assessor's fixed Professional Fee and corresponding Service Fee, and remittance of the pre-funded amount follows clause 10.2. If verification is required, ordinary acceptance for those fees, invoiceability and accrual await completion and finalisation of that verification under clause 53.14. Ordinary latent-defect, fraud and mandatory rights against the assessor remain, without creating an unrestricted appeal of the original merits. No outcome-based contribution refund or original-dispute payment is triggered by the initial report alone. A material failure to complete this process follows clause 53.17; no automatic second paid assessment arises. Where the final report orders correction of original work, its finalisation settles the assessment-cost allocation and starts the surplus-refund deadline in clause 53.13, while one allocated Assessment Price remains reserved pending final verification. It does not earn the full assessor fee or make the unresolved original fee payable. The limited exceptional-closure valuation in clause 53.17 remains separate.

53.13 Contribution refunds and assessment cost. A Final Assessment Determination passing the original work allocates one complete Assessment Price to the Client. A determination that the original work fails, whether curable or not reasonably curable, allocates 100% of that Assessment Price to the original Fractional Company; successful later correction does not reverse that cost allocation. Otherwise, a determination wholly vindicating one party allocates one complete Assessment Price to the other. For a mixed result it must give the supported fee/correction outcome and a reasoned percentage cost allocation totalling 100%. An inconclusive report divides costs equally unless a supported agreed allocation applies. Within three Business Days after finalisation under clause 53.12, Arkatal must return from the reserved balance each contribution less that party's allocated share of one Assessment Price, including the corresponding Arkatal fees and tax. A wholly vindicated party receives its full contribution; an equally allocated inconclusive result returns half to each. The initial report or a pending correction period does not start this refund deadline. Subject to lawful restrictions under clause 10.4 and any applicable express stay, retention for a completed assessment cannot exceed one Assessment Price without a separately approved change. Delay of assessor payment pending required verification does not delay this surplus return: reserve only the single allocated Assessment Price, separately from refundable surplus. If each commissioner paid S$1,100 and all costs are allocated to the original supplier, return the Client’s S$1,100 within this deadline and hold the supplier’s S$1,100 pending final verification, subject to the applicable lawful restrictions. Finalisation and accounting require no further acceptance by the losing party.

53.14 Original commercial result and Service Fee adjustment. On finalisation, if the original supplier is vindicated, the identified original Deliverable Occurrence is treated as accepted for invoicing and the Client must pay its properly due Professional Fee and associated Service Fee within clause 26.3's deadline, in addition to bearing the assessment cost. If the Client is vindicated, the identified work is rejected or receives the permitted adjustment or cure; the supplier must fund any corresponding original Professional Fee refund under clause 10.6 and bears the assessment cost. Where the original Fee Base is reduced, Arkatal must cancel or credit the corresponding accrued or invoiced Service Fee, whether paid or unpaid, and refund any corresponding amount received. Its own Service Fee refund is due within ten Business Days after finalisation, subject to clause 10.6's earlier-deadline priority, and is not conditional on supplier funding. A valid original New SOW Fee is not refunded merely because the Client wins a delivery dispute. A mixed decision is implemented according to its lawful allocated outcome. For a curable failure, the assessor must specify failed criteria, the precise correction, completion evidence and deadline. The original Professional Fee and corresponding Service Fee remain withheld pending successful binding verification by the same assessor; ordering cure alone does not make them payable. The one included verification must be delivered within the reasonable fixed deadline recorded in the Assessment SOW, with equal access to evidence and a reasoned finding on the specified correction only. Each commissioner has five Business Days after effective delivery to both of the complete verification and evidence to identify a material omitted correction question, calculation error or procedural nonconformity; the next Business Day is day one and the window ends at 5 p.m. Singapore time on day five. Clause 53.12's correction, effective-delivery and finalisation rules apply to that limited decision without reopening original merits or costs. Completion and finalisation of a conforming verification, whether it finds success or failure, completes the assessor’s included service and makes its fixed Professional Fee and corresponding Service Fee invoiceable and payable under clauses 53.12 and 10.2. Its remuneration is not conditional on finding success. Successful final verification treats the corrected work as accepted for invoicing/payment under clause 26.3 without a fresh ordinary Client acceptance or unrestricted veto. Failed verification leaves the unresolved original fee withheld; no automatic second cure or assessment follows. If the assessor is unavailable or verification cannot lawfully be completed, clauses 53.17-53.18 govern the uncompleted service and unresolved issues proceed under clause 38.3, unless both commissioners and any replacement assessor expressly approve a further service and its funding. For failure not reasonably curable, rejected unusable work earns no Professional Fee; identify any severable conforming part retained and usable and value it only under clause 35.1's existing basis. Refunds and Service Fee reductions follow clauses 8.4 and 10.6. The supplier's allocated assessment cost remains payable even after successful correction. Arkatal does not pay an unpaid supplier fee or finance an unfunded supplier refund.

53.15 Final binding effect, limited challenges and settlement. The Final Assessment Determination and any final correction-verification decision under clause 53.14 are final and binding between the commissioning parties on the defined questions and contractual consequences within the assessor's mandate, including the assessment-cost allocation. Neither an unfavourable result nor mere disagreement with its reasoning creates a general merits appeal to another assessor, court or arbitrator. A competent court, or a tribunal separately elected under clause 38.3, may address enforcement, matters outside the mandate and only legally available limited challenges, including fraud, corruption, collusion, partiality, material departure from the mandate or manifest error to the extent recognised by applicable law, and mandatory non-excludable rights. No broader review right is created by those examples. Arkatal must identify the finalisation event and administrative consequences, not request a fresh acceptance or decide a challenge. Clause 26.3 governs cessation of withholding; a challenge alone does not stay binding duties or reinstate withholding. The parties may later agree a recorded settlement of their own commercial rights and implementation, but absent that settlement the determination governs. No such settlement alters Arkatal's separate fee or accounting rights or the assessor's earned fee without the relevant person's required agreement or a binding order. Lawful reversal or adjustment is reconciled under clauses 38.9 and 53.16 without double recovery.

53.16 Subsequent outcome reconciliation. Clause 38.9 governs authentic evidence, implementation and repayments following a lawful court or elected-arbitration outcome on a permitted issue, or a recorded settlement. No automatic merits rehearing or reassessment is created. Arkatal must update affected assessment-cost allocations and related invoices, credits and remittance instructions, including any lawfully directed reversal. Refunds of its own overcharged fees and held contributions remain enforceable; it need not fund another party's non-compliance. No outcome is paid twice. An assessor's fee is not clawed back merely because a party or a later decision-maker disagrees with its conclusion, unless the assessor is bound by a separate applicable remedy, agreement or decision.

53.17 No convenience cancellation; exceptional non-completion. From valid Assessment SOW Sign-Off, neither commissioner nor the assessor has a convenience-cancellation or unilateral withdrawal right. Clauses 34.1, 34.5 and the full-price convenience-cancellation mechanism in clause 35.1 do not apply to the assessment. Once funded and lawfully commenced, the assessor must complete the short fixed-scope service, report-correction process and any included original-work correction verification; changed preference, disagreement, an anticipated adverse result, account closure or settlement of the original claim does not itself cancel that obligation. Only illegality, genuine impossibility, assessor incapacity or material default, or another objectively established failure making lawful completion impracticable permits exceptional closure, subject to mandatory law and appropriate notice, mitigation and cure where practicable. This includes failure to meet a recorded funding or essential access condition after Sign-Off, not a contractual option to buy cancellation. The commissioner responsible remains liable for any independently established breach, without deciding the original dispute or automatically earning an unperformed assessor fee. The clause 34.2 cure protections apply where relevant; missing a deadline alone does not bypass them. Clause 53.6's New SOW Fee exemption continues on exceptional closure. On exceptional closure without a merits allocation, properly due assessor charges and the corresponding Service Fee and tax are shared equally unless the parties agree otherwise or a binding decision allocates them differently. Assessor part-work payment is limited to the reasonable value of conforming assessment work delivered and usable for its agreed purpose, never above the fixed price; assessor default does not earn payment merely because funds were prepaid. If the report was finalised but required verification remains uncompleted, that report alone does not earn the full price. Value only conforming work delivered and usable under the preceding rule and reconcile any already-final cost allocation, retained reserve, returned surplus and responsibility for non-completion; do not charge an innocent commissioner a duplicate Assessment Price. Arkatal must supply a supported reconciliation and return unused held contributions within ten Business Days after effective notice of the permitted closure. A charge dispute does not delay return of the undisputed surplus or authorise retention for an unadjudicated damages claim; supplier-funded refunds follow clause 10.6. An added scope, test or cost requires both commissioners' approval and the assessor's mandate before work begins; no reserved refund balance may fund an unapproved overrun. Unresolved original issues then follow clause 38.3, with no repeat escalation and no automatic arbitration.

53.18 No circular proceedings or unlimited administration. One assessment is commissioned for the defined issue unless both parties expressly agree a different further service. Before Sign-Off, failure to agree the quote, independence, scope, access or funding within ten Business Days after the proposal permits closure of that proposal and use of clause 38.3 without waiting for another assessor. This is not a waiting period required before court proceedings or a separate arbitration election. After Sign-Off, clauses 53.9 and 53.17 govern completion and exceptional closure; neither a new disagreement nor a refusal of an unapproved scope change restores a convenience-cancellation right. A Final Assessment Determination remains binding under clause 53.15; unresolved issues and permitted challenges use clause 38.3 without repeating the original project-lead or senior-representative escalation. Arkatal has no duty to provide unlimited quotations, negotiate litigation positions or costs, fund evidence gathering or decide allegations of bias, manifest error or assessor breach. Required notices, record supply and lawful data-security actions remain. No mutual candidate overlap or absence of a completed confirmed review permits no deemed appointment or compulsory funding. The existing proposal-closure timetable and forum rights apply without a duty to keep producing new lists.

53.19 Records and confidentiality. For an assessment, court proceedings or separately elected arbitration, Arkatal provides the record export under clause 38.8, including available assessment records and its gap/redaction safeguards. The parties remain responsible for their own records and for prosecuting or defending proceedings without Arkatal's merits input, subject to lawful compulsory process.

53.20 Liability and preserved duties. The Independent Assessor is responsible for its own professional performance under its direct Assessment SOW, subject to its applicable clause 33 limits and mandatory duties. Arkatal does not warrant the assessment's accuracy, completeness of external evidence, correctness of the outcome or its enforceability or acceptance by a court or tribunal, and does not indemnify either disputant for an adverse report. Arkatal's own liability is governed by clause 19, including its express accounting/refund duties and non-excludable liabilities. Its disclosed agency for the assessor and original supplier does not make it an independent decision-maker or remove its duty to implement agreed safeguards honestly. No clause prevents a regulator, court, individual or non-party from exercising a mandatory right. For Arkatal's own assessment administration, clause 19's relevant collected-Service-Fee cap, fixed party allocations and aggregation apply subject to its preserved primary duties and exceptions; refundable contributions are not qualifying Service Fees. That cap does not apply to the Independent Assessor's own professional liability.