MASTER SERVICES AGREEMENT

Dated 11 May 2026

BETWEEN:

(1) NORTHGATE LOGISTICS LIMITED, a company incorporated in England and Wales
(company number 09123456) whose registered office is at Unit 7 Calder Park,
Manchester M17 1TR ("Northgate" or the "Customer"); and

(2) MERIDIAN TELEMATICS LIMITED, a company incorporated in England and Wales
(company number 12009887) whose registered office is at Kingsway Business Park,
Rochdale OL16 4NG ("Meridian" or the "Supplier").

IT IS AGREED:

1. DEFINITIONS

1.1 "Charges" means the subscription and professional services fees set out in
the Order Form.

1.2 "Services" means the vehicle telematics and driver-behaviour reporting
services.

2. SUPPLY OF SERVICES

2.1 The Supplier shall supply the Services in accordance with the Order Form.

3. CHARGES AND PAYMENT

3.1 The Customer shall pay each valid invoice within forty-five (45) days of
receipt.

3.2 The Supplier may increase the Charges annually by no more than CPI.

4. TERM

4.1 This Agreement runs for an initial period of twenty-four (24) months and
shall not renew automatically.

5. TERMINATION

5.1 Either party may terminate this Agreement for convenience on ninety (90)
days' written notice.

6. INTELLECTUAL PROPERTY

6.1 All intellectual property rights in the deliverables shall vest in the
Customer on payment in full.

7. LIMITATION OF LIABILITY

7.1 Nothing in this Agreement excludes liability for death or personal injury
caused by negligence, or for fraudulent misrepresentation.

7.2 Subject to clause 7.1, the Supplier's total aggregate liability under this
Agreement shall not exceed the greater of GBP 50,000 or the total Charges paid
by the Customer in the twelve (12) months preceding the claim, whichever is
greater.

7.3 Neither party is liable for indirect or consequential loss.

8. CONFIDENTIALITY

8.1 Each party shall keep the other's confidential information confidential for
a period of four (4) years from disclosure.

9. DATA PROTECTION

9.1 The parties shall comply with the UK GDPR and the Data Protection Act 2018.

9.2 The Supplier shall not appoint any sub-processor without the prior written
consent of the Customer.

10. ASSIGNMENT

10.1 Neither party may assign this Agreement without the prior written consent
of the other. Assignment to a group company is permitted on notice.

11. GOVERNING LAW

11.1 This Agreement is governed by the laws of England and Wales and the parties
submit to the exclusive jurisdiction of the courts of England and Wales.

SIGNED for and on behalf of the parties.
