Independent Capacity Consultant (Introducer) Agreement

This Agreement is dated [ ] 20[ ].

PARTIES

• (1) SILVATREE EXCHANGE LIMITED, a company registered in England and Wales under company number 13074257, whose registered office is at 66 Paul Street, London, EC2A 4NA (the "Company" or "Silvatree"); and
• (2) [FULL NAME] of [address] (the "Capacity Consultant" or "Consultant").

Each a "party" and together the "parties".

BACKGROUND

• (A) The Company operates Silvatree Capacity Exchange, a closed-loop business-to-business capacity exchange through which member businesses trade goods and services using Silva trade credits.
• (B) The Company wishes to engage the Consultant as an independent introducer to promote the exchange and to introduce prospective member businesses to the Company.
• (C) The Consultant carries on an independent business and agrees to provide introducer services to the Company on the terms set out in this Agreement. The parties intend that the Consultant is, and remains, self-employed and an independent contractor, and is not an employee, worker or agent of the Company.
• (D) The Consultant’s services consist solely of introducing prospective members to the Company’s membership service, which is a service and not the sale or purchase of goods. The Consultant does not, and has no authority to, negotiate or conclude the sale or purchase of any goods on behalf of the Company. The parties accordingly intend that the Consultant is not a commercial agent within the meaning of the Commercial Agents (Council Directive) Regulations 1993, and that those Regulations do not apply to this Agreement.

AGREED TERMS

1. Definitions and Interpretation

1.1 In this Agreement:

1.2 "Active Member Count" means, at any time, the number of Members introduced by the Consultant, or by an authorised substitute or assistant acting on the Consultant's account, who have been accepted by the Company and who remain active members of the exchange at that time. A Member is not counted while their membership is suspended, has been terminated, or has otherwise ceased. The Active Member Count includes Members admitted on a comped, discounted or partner-network basis, whether or not any Joining Fee was charged or received. The Active Member Count is recalculated when a Member ceases to be active and is determined as at the end of each calendar month. It is used only to determine the commission percentage applicable to future qualifying introductions and does not create any ownership of Members, account-management obligation, renewal commission, trailing commission or post-termination entitlement.

1.3 "Approved Materials" means the sales script, presentations, calculators, forms and other materials issued or approved by the Company from time to time, including the Company's 16-step Preliminary Suitability Review.

1.4 "Commission" means the introducer commission set out in Schedule 1.

1.5 "Joining Fee" means the one-time membership joining fee payable by a member business to the Company on admission.

1.6 "List Joining Fee" means the Joining Fee payable for the membership level at which a Member is admitted, calculated under the Company's published fee schedule before the application of any discount, allowance, comped or partner-network entitlement, and exclusive of VAT. Commission is calculated on the List Joining Fee whether or not the Member paid it in whole, in part or at all.

1.7 "Member" means a business admitted to membership of the exchange by the Company.

1.8 "Preliminary Suitability Review" means a non-binding information-gathering and explanation call facilitated by the Consultant using the Approved Materials, through which the prospect's information is entered into Silvatree's calculator and/or AI-supported analysis. The Preliminary Suitability Review does not constitute approval, acceptance, advice, recommendation, contract formation or an offer capable of acceptance. Final suitability, pricing, acceptance and onboarding are determined solely by Silvatree through its authorised approval process, supported where appropriate by AI-generated analysis.

1.9 Clause and Schedule headings do not affect interpretation. The Schedules form part of this Agreement.

2. Status of the Consultant

2.1 The Consultant is an independent contractor carrying on their own business, and an independent introducer of the Company. Nothing in this Agreement creates a relationship of employer and employee, principal and agent, partnership or joint venture between the parties.

2.2 The Consultant is under no obligation to seek, make, pursue or complete any introductions and may be inactive at any time without penalty. The Company is under no obligation to provide leads, prospects, work, opportunities, support, minimum income or minimum commission.

2.3 The Consultant is not an employee or worker of the Company and is not entitled to any employment rights or benefits (see clause 12).

2.4 The Consultant shall not, and has no authority to:

• (a) enter into, conclude, sign or vary any contract on behalf of the Company;
• (b) accept or confirm any application, order or admission for membership;
• (c) quote, agree, vary, discount, rebate or negotiate any price, fee or other commercial term;
• (d) make any representation, warranty, guarantee or promise on behalf of the Company other than as expressly set out in the Approved Materials;
• (e) receive, collect or handle any payment, Joining Fee or other membership monies;
• (f) determine the suitability of any prospect, suitability being determined solely by the Company through its authorised approval process, supported where appropriate by AI-generated analysis; or
• (g) hold themselves out as the agent of the Company, or as having any authority to bind the Company. 2.5 The Consultant shall make clear to every prospect that any membership is subject to acceptance by the Company and to the Company's terms.

2.6 The parties acknowledge and intend that the Consultant is engaged solely to introduce prospective members to the Company’s membership service, that the Consultant does not negotiate or conclude the sale or purchase of goods on behalf of the Company, and that the Consultant is not a commercial agent within the meaning of the Commercial Agents (Council Directive) Regulations 1993. Accordingly, the Consultant shall have no entitlement to any indemnity or compensation on termination under those Regulations, and this acknowledgement is a fundamental basis on which the Company enters into this Agreement.

3. Appointment and Scope

The Consultant's role is limited to introducing prospects, explaining Silvatree's standard service using Approved Materials, gathering prospect information, facilitating the Preliminary Suitability Review, and passing interested prospects to Silvatree for review. The Consultant shall not close sales, negotiate terms, accept applications, approve suitability, take payment or form contracts.

3.1 The Company appoints the Consultant on a non-exclusive basis to promote the exchange and to introduce prospective Members. The appointment is not exclusive: the Company may appoint other introducers, market directly (including through its own AI and automated processes), and accept business from any source. The Consultant is free to provide services to others, provided there is no conflict with the Company's legitimate interests.

3.2 No territory or minimum volume is guaranteed to the Consultant, and the Company is under no obligation to offer any minimum level of opportunity, leads or income.

3.3 The Consultant's services comprise:

• (a) promoting Silvatree Capacity Exchange and generating interest among prospective Member businesses;
• (b) facilitating the Preliminary Suitability Review in accordance with the Approved Materials, including guiding the prospect through the Company's calculator and AI-supported analysis; and
• (c) where a prospect indicates that they would like Silvatree to consider them for membership, recording that expression of interest and handing the matter to the Company for formal review in accordance with clause 4. 3.4 The Consultant's role relates solely to introducing prospective members to the Company's membership services. The Consultant has no authority to negotiate, conclude, arrange or intermediate any sale or purchase of goods or services between members, or between a member and the Company.

3.5 The Company may provide training, updates, service information, compliance guidance and Approved Materials to help the Consultant understand and accurately explain Silvatree's services. Training is provided for product familiarity, brand protection, legal compliance, data protection and accurate use of the Approved Materials. Training does not create employment, worker status, supervision, line management, control over working time, or any obligation to seek or make introductions. Unless expressly agreed in writing, training is unpaid.

4. The Handoff and the Company's Role

4.1 The Consultant's involvement in a prospect ends when the prospect indicates that they would like Silvatree to consider them for membership. At that point, the Consultant shall hand the matter to the Company for formal review through the Company's AI-supported onboarding and approval process.

4.2 Following handoff, the Company, acting through its authorised personnel and supported where appropriate by AI / automated tools, is solely responsible for deciding whether to accept the prospect and for:

• (a) sending the prospect any analysis summary, application acknowledgement, membership documents, Direct Debit instruction or other payment mechanism for the Joining Fee and ongoing fees;
• (b) forming the membership contract in the Company's name;
• (c) carrying out identity, counterparty and anti-money-laundering checks;
• (d) collecting the Joining Fee and ongoing fees; and
• (e) accepting or rejecting the prospect and onboarding any accepted Member. 4.3 The Company retains absolute discretion to accept or reject any prospect and to set and vary all commercial and contractual terms of membership. The Consultant has no role in, and no claim arising from, the Company's exercise of that discretion.

4.4 Nothing said or done by the Consultant constitutes an offer by Silvatree, acceptance by Silvatree, approval of membership, confirmation of suitability, or agreement of any fee or term. Any membership is subject to Silvatree's written acceptance, completion of onboarding checks, issue of formal documents and receipt of cleared funds.

5. Approved Language and Indicative Outputs

5.1 The Consultant may describe calculator outputs, fee levels and membership options only as indicative and subject to Silvatree confirmation. The Consultant must not state or imply that the prospect has been accepted or that any specific result, demand level, saving, profit, trade volume or business outcome is guaranteed. In doing so the Consultant provides standard, approved factual information only, and does not assess, advise on, negotiate, shape or determine the suitability, pricing or terms of any membership, all of which remain solely for the Company.

6. Operational Independence

6.1 The Consultant is free to decide whether to seek introductions, how many introductions to seek, when to work, where to work, what methods to use to identify prospects, and whether to provide similar services to others. Silvatree's requirements concerning Approved Materials, data protection, brand protection, anti-bribery, accuracy and handoff are compliance controls only and do not give Silvatree control over the Consultant's working time, location or manner of operating their own business.

7. Commission

7.1 In consideration of the introducer services, the Company shall pay the Consultant the Commission calculated and payable in accordance with Schedule 1.

7.2 Commission is earned only when (a) the Company has accepted the introduced Member, and (b) where a Joining Fee is payable, it has been received by the Company in cleared funds or, where no Joining Fee is payable because the Member is admitted on a comped or partner-network basis, their membership has commenced. No Commission is earned or payable in respect of any prospect who is not accepted by the Company, or whose Joining Fee is payable but is not received.

7.3 The Consultant shall be paid only in respect of Members introduced by the Consultant, or by an authorised substitute or assistant acting on the Consultant's account, and accepted by the Company in accordance with this Agreement. There are no overrides, team commissions, recruitment bonuses, breakaway payments or payments referable to the introductions or sales of any other person.

7.4 If a Joining Fee is refunded, reversed or charged back in the first 60 days of membership, any Commission paid in respect of it is repayable by the Consultant and may be set off against future Commission. For the avoidance of doubt, this clause applies only to the refund, reversal or chargeback of a Joining Fee. Where a Member instead ceases to be active, including by cancellation, suspension or termination of their membership, no Commission already earned is repayable; the sole consequence is that the Member ceases to count toward the Active Member Count and the Consultant's commission percentage is recalculated prospectively in accordance with Schedule 1.

7.5 The Company may operate discretionary sales competitions or a prize pool for Capacity Consultants. Any such competition is discretionary, is not part of the Consultant's contractual remuneration, and may be varied or withdrawn at any time.

7.6 The Company operates self-billing in respect of Commission. The Company shall raise the Commission document on the Consultant's behalf and shall pay undisputed Commission monthly in arrears within 30 days of the end of the month in which it was earned. The Consultant is not required to render an invoice for Commission.

7.7 The Consultant agrees to the Company operating self-billing in respect of Commission and, for so long as that arrangement is in place: (a) the Consultant shall not raise VAT invoices for the supplies covered by this Agreement; (b) the Consultant shall accept the self-billed documents the Company issues on their behalf; (c) the Consultant shall notify the Company immediately if they cease to be registered for VAT, become registered under a different VAT registration number, or transfer their business as a going concern; and (d) the parties shall review the arrangement at intervals of not more than 12 months, and either party may end it on written notice, after which the Consultant shall render their own invoices for Commission.

7.8 Where the Consultant is registered for VAT, the Company shall issue a self-billed VAT invoice marked "SELF-BILLING" showing the Consultant's name, address and VAT registration number, and Commission is exclusive of VAT which the Company shall pay in addition. Where the Consultant is not registered for VAT, the Company shall issue a self-billed payment statement, no VAT shall be shown or charged, and the Consultant shall notify the Company if they become registered for VAT so that a new self-billing arrangement can be put in place before any further self-billed VAT invoice is issued.

8. No Ongoing Commission After Termination

8.1 No Commission accrues, is earned or is payable in respect of any introduction, membership, renewal or trade occurring after the date of termination of this Agreement.

8.2 No trailing, residual, renewal or post-termination commission, and no indemnity or compensation payment, is payable to the Consultant on or after termination (to the extent the Commercial Agents (Council Directive) Regulations 1993 do not apply to this Agreement), save for Commission already earned under clause 7.2 in respect of Members accepted and whose Joining Fee was received before termination (subject to clause 7.4).

9. Tax, National Insurance and VAT

9.1 The Consultant is responsible for, and shall account to the relevant authorities for, all income tax, National Insurance contributions and VAT arising in respect of the Commission and the Consultant's business.

9.2 To the extent permitted by law, the Consultant shall indemnify the Company against taxes, penalties, interest and reasonable costs arising from the Consultant's failure to account for tax, National Insurance or VAT, or from the Consultant's breach of this Agreement. This indemnity shall not apply to the extent the relevant liability arises from the Company's own breach of this Agreement, unlawful act, or working practices inconsistent with the independent-contractor status intended by this Agreement.

10. Substitution and Personnel

10.1 The Consultant may use a suitably skilled substitute or assistant. The Consultant must notify Silvatree before the substitute deals with prospects. Silvatree may object only on reasonable grounds relating to competence, confidentiality, data protection, compliance, brand protection, conflicts or reputational risk. The Consultant remains responsible for paying the substitute and for their acts and omissions.

11. No Exclusivity, No Integration and Lead Registration

11.1 The Consultant determines how, when and where to perform the services, subject only to using the Approved Materials and complying with applicable law and the Company's reasonable compliance requirements.

11.2 The Consultant provides their own means of working and is not integrated into the Company's organisation. The Consultant shall not be described, or describe themselves, by any job title implying employment or management within the Company.

11.3 A prospect shall qualify for Commission only if the Consultant registers the prospect with the Company in the Company's approved format and the Company confirms in writing that the prospect has been accepted as a registered introduction.

11.4 The Company may reject a registration where the prospect is already known to the Company, already in discussion with the Company, previously introduced by another person, unsuitable, duplicate, or otherwise not accepted by the Company.

11.5 Where more than one Consultant claims the same prospect, the Company shall determine priority by reference to first valid registration, quality of introduction, prospect consent, and material contribution to the accepted membership. The Company's decision shall be final except in the case of manifest error.

12. No Employment Rights or Benefits

12.1 The parties intend and agree that the Consultant is engaged as an independent contractor and, on that basis, is not entitled to salary, holiday pay, sick pay, pension contributions, notice pay, redundancy pay, minimum wage, paid rest breaks or other employee or worker benefits. The parties acknowledge that employment status is determined by law and by the reality of the working relationship.

13. Single-Tier Arrangement

13.1 The parties confirm that this is a single-tier introducer arrangement. The Consultant is not engaged to recruit, and is not rewarded for recruiting, other consultants or introducers, and no part of the Consultant's remuneration is derived from the introduction of other participants or from the sales of any other person. The parties do not intend this Agreement to constitute a trading scheme.

14. Compliance and Accurate Representations

14.1 The Consultant shall comply with all applicable laws and with the Company's reasonable compliance policies, and shall use only the Approved Materials when promoting the exchange or facilitating the Preliminary Suitability Review.

14.2 The Consultant shall not make any false, misleading, exaggerated or unsubstantiated statement about the exchange, the benefits of membership, likely demand, earnings or results, and shall not give tax, legal, accounting or financial advice to any prospect.

14.3 The Consultant shall not vary the Approved Materials or make any non-standard commercial promise; any such request from a prospect must be referred to the Company.

14.4 The Consultant shall comply with the Bribery Act 2010 and shall not offer, give or receive any bribe or improper inducement.

15. Confidentiality

15.1 The Consultant shall keep confidential all non-public information of the Company and its Members and prospects, and shall use it only to perform the services. This obligation continues after termination.

16. Data Protection

16.1 Each party shall comply with the UK GDPR and the Data Protection Act 2018. Where the Consultant processes personal data on the Company's documented instructions, the Consultant shall do so only as necessary to perform the services, in accordance with the Company's written instructions and policies, and shall keep such data secure and not use it for the Consultant's own purposes.

16.2 Where the Consultant independently identifies, contacts or refers prospects before passing information to the Company, the Consultant is responsible for ensuring that such processing and marketing activity has a lawful basis and complies with UK GDPR, PECR and applicable direct marketing rules.

16.3 The Consultant shall not use purchased, scraped or unlawfully obtained marketing lists, and shall immediately notify the Company of any opt-out, objection, complaint, data request or suspected personal data breach.

16.4 Calls, video meetings, onboarding sessions, training sessions, compliance reviews and other Silvatree-related communications involving the Consultant, any substitute or assistant, prospects, Members or other participants may be recorded, transcribed and securely stored by or on behalf of Silvatree for compliance, quality assurance, training, audit, dispute resolution, evidence of instructions and consent, member-onboarding and business-record purposes, provided that Silvatree has identified an appropriate lawful basis and has provided or signposted appropriate privacy information.

16.5 Before any call or meeting with a prospect or Member is recorded, the Consultant shall use only Silvatree's approved recording notice and shall ensure that each participant is told, in clear and plain language, that the call or meeting is being recorded, who is responsible for the recording, the purposes of the recording, where Silvatree's privacy information can be found, and how to object or withdraw consent where consent is relied upon.

16.6 Where Silvatree requires participant agreement, consent or acknowledgement for a recorded call or meeting, the Consultant shall ensure that it is captured before substantive discussion begins by an unticked opt-in checkbox, electronic signature, recorded oral confirmation or other clear affirmative action approved by Silvatree. The Consultant shall not rely on silence, inactivity, pre-ticked boxes, default settings or mere continuation of a call as consent.

16.7 If any participant refuses or withdraws agreement or consent, or objects to being recorded, the Consultant shall stop the recording immediately and follow Silvatree's non-recorded process, rearrange the call or hand the matter to the Company. The Consultant must not pressure any participant to agree to recording.

16.8 The Consultant shall not make personal or unauthorised recordings, or copy, download, store, edit, delete, share, upload, transcribe, summarise or otherwise process recordings or transcripts, except through systems and instructions approved by Silvatree. Recordings and transcripts shall be retained only for as long as necessary and in accordance with Silvatree's retention policy.

17. Intellectual Property

17.1 All intellectual property in the Approved Materials, the Silva and Silvatree brands and the Company's systems remains the Company's property. The Consultant is granted a non-exclusive, revocable licence to use the Approved Materials solely to perform the services, ending on termination.

18. Term and Termination

18.1 This Agreement begins on the date above and continues until terminated.

18.2 Either party may terminate this Agreement at any time on 30 days' written notice.

18.3 The Company may terminate immediately by written notice if the Consultant:

• (a) commits a material or persistent breach of this Agreement;
• (b) breaches clause 2.4, clause 3, clause 14, clause 16, Schedule 2, Schedule 3 or any regulatory requirement;
• (c) does anything that, in the Company's reasonable opinion, brings or is likely to bring the Company or the exchange into disrepute; or
• (d) becomes bankrupt or enters into any arrangement with creditors. 18.4 On termination the Consultant shall immediately cease to hold themselves out as connected with the Company, return or destroy all Approved Materials and confidential information, and cease all use of the Company's brands.

19. Liability and Indemnity

19.1 The Consultant shall indemnify the Company against losses, claims and reasonable costs arising from the Consultant's breach of this Agreement, negligence, or any unauthorised representation or act.

19.2 Nothing in this Agreement limits either party's liability for fraud, death or personal injury caused by negligence, or any liability that cannot lawfully be limited.

20. General

20.1 No partnership or agency: nothing in this Agreement creates a partnership or agency, and the Consultant has no authority to bind the Company.

20.2 Entire agreement: this Agreement constitutes the entire agreement between the parties and supersedes all prior arrangements.

20.3 Variation: no variation is effective unless in writing and signed by both parties.

20.4 The Consultant may not assign this Agreement. The Consultant may use a substitute or assistant only in accordance with clause 10.

20.5 Third parties: a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.

20.6 Severance: if any provision is or becomes unenforceable, the remainder continues in force.

20.7 Notices: notices must be in writing and sent to the addresses above or as notified.

20.8 Governing law and jurisdiction: this Agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction.

Schedule 1 — Commission

1. Commission rate (ladder). Commission is a percentage of the List Joining Fee for each qualifying introduction, set by the Consultant's Active Member Count at the time the relevant Member is accepted:

2. Monthly accelerator. In any calendar month in which the Consultant, or an authorised substitute or assistant acting on the Consultant's account, introduces accepted Members at the following levels, additional commission is payable as a percentage of the List Joining Fees of that month's qualifying introductions:

3. When earned and paid. Commission and any accelerator are earned when the Member is accepted and, where a Joining Fee is payable, it has been received in cleared funds; where no Joining Fee is payable, on commencement of the membership. Both are paid monthly in arrears within 30 days of the end of the month in which they were earned, under the self-billing arrangement in clauses 7.6 to 7.8 (plus VAT where the Consultant is registered for VAT), and subject to clause 7.4 (clawback on refunds).

4. No other payments. No overrides, team commissions, recruitment bonuses, breakaway payments, renewal or trailing commissions are payable. Any sales competition or prize pool is discretionary and non-contractual.

5. Rate fixed at acceptance; prospective re-banding. The percentage applicable to a qualifying introduction is fixed at the time that Member is accepted and is not restated afterwards. If the Active Member Count later falls, whether by cancellation, suspension, termination or otherwise, the Consultant's percentage is recalculated for introductions accepted from that time onward only. Commission already earned is unaffected and nothing is repayable on that account.

6. Comped and discounted memberships. Where a Member is admitted at a reduced Joining Fee, or at no Joining Fee, under a partner-network entitlement or other Company discount, Commission is calculated on the List Joining Fee for the level at which that Member is admitted, and the Member counts toward both the Active Member Count and the monthly accelerator. Consultant seeding allowances are remunerated on the separate basis notified in writing by the Company from time to time and do not follow the ladder in paragraph 1.

Schedule 2 — Permitted and Prohibited Activities

Permitted - the Consultant may:

• promote Silvatree Capacity Exchange and generate interest among prospective Members;
• facilitate the Preliminary Suitability Review using the Approved Materials and guide the prospect through Silvatree's calculator and AI-supported analysis;
• describe standard fees, guarantee terms and membership information only as set out in the Approved Materials, and only as indicative pending Silvatree's written confirmation;
• record whether the prospect would like Silvatree to consider them for membership;
• hand the matter to Silvatree for formal review; and
• give participants Silvatree's approved call-recording notice and capture any required consent or acknowledgement before any recorded call or meeting continues.

Prohibited - the Consultant must not:

• state or imply that any prospect has been accepted, approved, guaranteed demand, guaranteed savings, guaranteed profit, guaranteed trading volume, or guaranteed access to any particular member transaction;
• conclude or sign any membership, or accept any application or order;
• quote, agree, vary or discount any fee or term, or make any non-standard promise;
• receive or handle any payment or membership monies;
• determine suitability, or override any AI-supported analysis or the Company's acceptance decision;
• give tax, legal, accounting or financial advice;
• record, procure recording of, transcribe or summarise any call or meeting unless the approved recording notice has been given and any required participant consent or acknowledgement has been captured;
• make personal or unauthorised recordings, or copy, download, store, edit, delete, share, upload or process recordings or transcripts outside systems approved by Silvatree; or
• hold themselves out as the Company's agent or as able to bind the Company.

Schedule 3 — Call Recording Notice and Consent

1. Operational use

1.1 This Schedule contains approved wording and operational requirements for call and meeting recordings. It should be incorporated into the prospect booking process, onboarding process, call-join screen, application form or call script wherever participant agreement, consent or acknowledgement is required.

1.2 The wording below may be updated by Silvatree from time to time to reflect its privacy information, lawful basis, retention policy, recording platform and operational process. The Consultant must use the current approved wording and must keep records of who agreed, when, how, what they were told and any refusal, objection or withdrawal.

2. Participant recording consent / acknowledgement

☐ I agree to Silvatree recording the call or video meeting and using the recording, transcript and any AI-supported summary for compliance, quality assurance, training, audit, dispute resolution, evidence of instructions and consent, and membership onboarding/review purposes. I understand that I can refuse or withdraw agreement to recording by telling Silvatree or the Capacity Consultant, and that Silvatree may then offer a non-recorded route, rearrange the call or end the recorded call. I have been given or signposted to Silvatree's privacy information.

Participant name: .................................................... Business: .................................................... Date/time: ....................................

Where a participant signs or agrees on behalf of a business, this does not replace the need to notify and obtain any required consent or acknowledgement from any other individual who joins a recorded call or meeting.

3. Capacity Consultant recording consent and procedure acknowledgement

☐ I agree that Silvatree may record calls, video meetings, onboarding sessions, training sessions, compliance reviews and quality-assurance sessions involving me for the purposes set out in clause 16 and this Schedule. I agree to follow Silvatree's call-recording, privacy and consent procedures and not to make any personal or unauthorised recording.

4. Opening call script

Before any substantive recorded discussion, the Consultant should say, using Silvatree's current approved wording:

"Before we continue, Silvatree records these calls/meetings for compliance, quality assurance, training, audit, dispute resolution and onboarding purposes. The recording may be transcribed and securely stored by Silvatree in line with its privacy information and retention policy. Do you agree to this call being recorded?"

If any participant says no, objects or withdraws agreement or consent, the Consultant must stop the recording immediately and follow Silvatree's non-recorded process, rearrange the call or hand the matter to Silvatree.

EXECUTION

Capacity Consultant Declaration

I understand that I am an independent introducer only. I am not authorised to act as Silvatree's agent, employee or representative. I must not approve membership, determine suitability, negotiate terms, vary fees, take payment, give legal/tax/accounting advice, promise results, or state that any prospect has been accepted. My role ends when I pass a prospect who has expressed an interest in being considered for membership to Silvatree for review.

☐ Recording consent and procedure acknowledgement: I agree to the recording consent and procedures in clause 16 and Schedule 3. I will not record any call or meeting unless authorised by Silvatree, and I will obtain and record any participant consent or acknowledgement required by Silvatree before any recorded call or meeting continues.

SIGNED by the parties:

For and on behalf of SILVATREE EXCHANGE LIMITED

The Capacity Consultant