Leaves Property Services — Sub-Contractor Registration

MASTER SUB-CONTRACTOR

FRAMEWORK AGREEMENT

Leaves Building & Maintenance Contractors Ltd

Version 4.0 | 1 January 2025 | Three-Year Term

HGCRA 1996 Compliant | JCT & NEC Back-to-Back | Client KPI Flow-Down

Approved Trades Register | Data Protection | Force Majeure | Step-In Rights

THIS AGREEMENT IS MADE BETWEEN

THE CONTRACTOR

Leaves Building & Maintenance Contractors Ltd

Unit 5, Oyster Estate, Jackson Close,

Farlington, Portsmouth PO6 1QN

Company No. 06798589

THE SUB-CONTRACTOR

[Business / Trading Name]

[Registered Address]

[Email] | [Mobile]

UTR: [UTR Number]  CIS: [CIS Rate]

This agreement governs all works instructed to the Sub-Contractor by LBMC Ltd during the three-year term, of any size or type, under any form of Main Contract.

1. DEFINITIONS & INTERPRETATION

1.1 The Contractor: Leaves Building & Maintenance Contractors Ltd (LBMC Ltd), registered at Unit 5, Oyster Estate, Jackson Close, Farlington, Portsmouth PO6 1QN (Co. No. 06798589).

1.2 The Sub-Contractor: the person(s), firm or company identified on the cover page, auto-populated from the LBMC Ltd approved sub-contractor portal registration.

1.3 The Agreement: this Master Sub-Contractor Framework Agreement V4.0, together with all documents in Schedule 1, all incorporated by reference.

1.4 Work Order: any individual instruction, purchase order, or written instruction issued by LBMC Ltd during the Term. Each Work Order forms a binding contract on issue and acceptance (including commencement of works).

1.5 The Term: three (3) years from the Agreement Date, unless terminated earlier under Clause 13.

1.6 Main Contract: any contract between LBMC Ltd and an Employer under which the Sub-Contractor's works form a part, in any form including JCT, NEC, or bespoke.

1.7 Ultimate Client / Employer: the client or employer under the Main Contract who may impose requirements, KPIs, standards, or obligations on LBMC Ltd which are passed down to the Sub-Contractor under Clause 4.

1.8 Client Terms: any terms, conditions, KPIs, performance standards, reporting obligations, or requirements imposed on LBMC Ltd by the Ultimate Client, notified to the Sub-Contractor in writing at any point during the Term.

1.9 KPI: any Key Performance Indicator by which the Sub-Contractor's performance may be measured, including quality scores, response times, defect rates, programme adherence, and compliance metrics.

1.10 Portal Upload Date: the date and time an invoice or application is received and logged into the LBMC Ltd portal. The invoice date on the document is irrelevant. Back-dated invoices are not accepted.

1.11 Approved Trades Register: the list of verified operatives held within the LBMC Ltd portal, each confirmed as holding all required compliance documents.

1.12 Force Majeure Event: any event beyond the reasonable control of either party including acts of God, pandemic, war, terrorism, riot, fire, flood, earthquake, government action, or failure of utility infrastructure, provided the affected party could not reasonably have foreseen or mitigated it.

1.13 Personal Data: has the meaning given in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

1.14 Practical Completion: the date confirmed in writing by LBMC Ltd as the date of practical completion of the relevant works.

1.15 Governing Law: the laws of England and Wales.

All other defined terms have the meanings given in the relevant clause. Singular includes plural. Reference to any statute includes any amendment or re-enactment.

2. SCOPE OF THIS AGREEMENT

2.1 This is a master framework agreement. It does not guarantee any minimum volume of work. LBMC Ltd may instruct works at any time during the Term. Each Work Order incorporates these terms in full.

2.2 Works may include: minor repairs, reactive and planned maintenance, refurbishment, and construction contracts of any size.

2.3 The Sub-Contractor must not subcontract any element of a Work Order without prior written consent of LBMC Ltd. Any approved sub-subcontracting must be on terms no less onerous than these, including Clauses 4, 5, 10, 11, and 15.

2.4 Works carried out prior to a signed agreement being on file are deemed to have been carried out subject to these terms. No payment will be made until this agreement is signed.

3. BACK-TO-BACK MAIN CONTRACT OBLIGATIONS

Applies where LBMC Ltd holds a Main Contract with an Employer in any form — JCT, NEC, or bespoke. The Sub-Contractor's obligations mirror LBMC Ltd's to the extent relevant to its scope.

3.1 The Sub-Contractor's obligations under each Work Order are back-to-back with the corresponding obligations of LBMC Ltd under the Main Contract to the extent relevant to the Sub-Contractor's scope. The Sub-Contractor must not cause LBMC Ltd to be in breach of the Main Contract.

3.2 The Sub-Contractor shall: comply with the programme, method statements, and sequencing requirements; provide all submittals and design documents within notified timescales; comply with all H&S, environmental, and quality obligations; attend all meetings reasonably required; notify LBMC Ltd immediately of any matter that may cause delay or additional cost; and execute all collateral warranties, third-party rights notices, or novation agreements within 14 days of written request.

3.3 Where the Main Contract is a JCT form: payment provisions, retention, defects liability, and LADs flow down as reflected in these terms; fluctuations do not flow down unless expressly agreed in the Work Order; works will not be deemed practically complete until LBMC Ltd confirms in writing.

3.4 Where the Main Contract is an NEC form: the Sub-Contractor must give early warnings of any matter that could increase total cost or delay completion; compensation events pass down only where they directly affect the Sub-Contractor's scope and are confirmed in a written Work Order instruction; NEC pain/gain share and KPI incentives do not flow down unless stated in the Work Order.

3.5 The Sub-Contractor indemnifies LBMC Ltd against all costs, losses, and damages caused by its failure to comply with any Main Contract obligation relevant to its works. This indemnity survives termination.

4. IMPOSED CLIENT TERMS & KPI FLOW-DOWN

When LBMC Ltd shares Client Terms or KPIs, acceptance of a Work Order under that contract constitutes unconditional acceptance of those terms. KPI failure may result in works being removed without compensation.

4.1 Imposition of Client Terms

4.1.1 LBMC Ltd may share Client Terms with the Sub-Contractor at any time during the Term via the portal, email, or appended to a Work Order.

4.1.2 By accepting a Work Order (including by commencing works), the Sub-Contractor unconditionally accepts all Client Terms notified to it in connection with that contract, provided they were shared before or at the time the Work Order was issued.

4.1.3 Acceptance of Client Terms is irrevocable once a Work Order has been accepted or commenced. No additional payment will be made for compliance unless Client Terms constitute a material change to the agreed scope, confirmed in writing by LBMC Ltd.

4.1.4 Where Client Terms are updated by the Ultimate Client during a contract, LBMC Ltd will notify the Sub-Contractor as soon as reasonably practicable. The Sub-Contractor must comply from the date notified.

4.2 KPI Obligations

4.2.1 LBMC Ltd will notify the Sub-Contractor of all applicable KPIs. These may include first-time fix rates, response times, quality scores, defect rates, programme adherence, H&S compliance scores, and customer satisfaction ratings.

4.2.2 The Sub-Contractor must monitor and report on its KPI performance in the format and frequency required by LBMC Ltd.

4.2.3 Where the Sub-Contractor fails to meet any notified KPI threshold, LBMC Ltd will issue a written KPI Failure Notice identifying the KPI, performance recorded, threshold required, and the improvement period.

4.2.4 On receipt of a KPI Failure Notice, the Sub-Contractor must submit a written improvement plan within 5 working days and implement it immediately. Failure to do so is a material breach.

4.3 Right to Remove Works for KPI Failure

LBMC Ltd may remove works from the Sub-Contractor — including partially completed Work Orders — where KPI performance is not remedied within the improvement period. No compensation is payable for removed works.

4.3.1 LBMC Ltd may by written notice remove some or all outstanding works where: the Sub-Contractor fails to remedy KPI performance within the improvement period; KPI failure risks breaching the Main Contract; the Ultimate Client requires removal; or cumulative KPI performance over any rolling 3-month period falls below the minimum standard notified.

4.3.2 On removal, the Sub-Contractor is entitled only to payment for works properly completed up to the date of removal, subject to deductions and Payless Notices. No compensation, loss of profit, or consequential loss is payable.

4.3.3 Removal of works does not constitute termination. LBMC Ltd may continue issuing Work Orders on other contracts or may suspend portal access pending KPI review.

4.3.4 Where LBMC Ltd suffers financial consequences — including client deductions or KPI penalties — as a direct result of the Sub-Contractor's KPI failure, LBMC Ltd may recover those losses by Payless Notice, contra charge, or set-off under Clause 7.

5. APPROVED TRADES REGISTER & OPERATIVE COMPLIANCE

The Sub-Contractor may only deploy operatives listed on the LBMC Ltd Approved Trades Register who hold all current required compliance documents. Deploying unlisted or non-compliant operatives is a material breach.

5.1 The Sub-Contractor may only deploy operatives on LBMC Ltd works if each individual is listed on the Approved Trades Register within the portal and holds all current, valid compliance documents required for the relevant works.

5.2 Each operative must hold and maintain: a valid CSCS card appropriate to their trade; a current Asbestos Awareness certificate (mandatory on all refurbishment and maintenance works); an enhanced DBS certificate where required by the Work Order, Main Contract, or Ultimate Client; and any additional trade-specific certificates or accreditations required.

5.3 Compliance document expiry dates are monitored automatically. The Sub-Contractor receives automated reminders at 60, 30, and 7 days before expiry. An expired operative is automatically flagged and must not be deployed until renewed. Evidence of compliance must be provided within 24 hours of request.

5.4 Deployment of an unregistered or non-compliant operative is a material breach. LBMC Ltd may remove the operative immediately, issue a default notice, and recover all costs including any imposed by the Ultimate Client. LBMC Ltd may suspend portal access where a pattern of non-compliance is identified.

6. PAYMENT TERMS

Payment periods run from the Portal Upload Date. The invoice date on the document is irrelevant. Back-dated invoices are rejected.

6.1 Portal Upload Date

6.1.1 All invoices and applications must be submitted through the portal or to [email protected] copied to the Contracts Manager. The Portal Upload Date is the date received and logged.

6.1.2 LBMC Ltd will acknowledge receipt within 2 working days. If no acknowledgement is received within 3 working days, the Sub-Contractor must contact [email protected] before assuming the payment period has started.

6.1.3 Back-dated invoices — where the invoice date pre-dates the Portal Upload Date by more than 5 working days — will be rejected and returned. The payment period runs from the date of re-submission.

6.2 Standard Payment Terms

6.2.1 Payment will be made 30 days from the Portal Upload Date, at end of the calendar month in which the 30-day period falls.

6.2.2 Example: invoice uploaded 5 June — 30 days falls 5 July — paid last working day of July.

6.2.3 The Final Date for Payment (FDP) under HGCRA 1996 is 45 days from the Portal Upload Date in all cases. Payment will not be withheld beyond this date without a valid Payless Notice.

6.2.4 These terms apply to all works unless a specific payment schedule is agreed in the Work Order.

6.3 Application Requirements

All applications must include: agreement reference, Work Order reference(s), project name and site, sequential application number, itemised breakdown of works, and supporting evidence. An invoice alone without breakdown is not a valid application.

6.4 Payless Notices

6.4.1 Where LBMC Ltd agrees the amount claimed, payment will be made by the Pay Run Date or FDP without a formal Payment Notice.

6.4.2 If LBMC Ltd intends to pay less, a Payless Notice will be issued not later than 2 days before the FDP stating the amount and basis of deduction. A payment certificate, valuation, or written breakdown constitutes a valid Payless Notice.

6.4.3 Interest accrues at 8% above Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998 from the FDP where payment is not made by that date.

6.5 Retention

6.5.1 5% retention deducted from each interim payment (or other rate as stated in the Work Order).

6.5.2 First half (2.5%) released 6 months after practical completion on receipt of valid application and all O&M manuals.

6.5.3 Second half (2.5%) released 18 months after practical completion on receipt of valid application and satisfactory completion of all notified defects.

6.6 CIS, VAT, CITB & Final Account

6.6.1 CIS deducted at HMRC-verified rate. Failure to maintain registration results in 30% deduction.

6.6.2 Domestic Reverse Charge VAT applies. All invoices must comply.

6.6.3 CITB levy 1.5% deducted from all labour-only Sub-Contractors.

6.6.4 Final account must be submitted within 3 months of practical completion. Late submission entitles LBMC Ltd to value conclusively from available information. Final payment due 60 days after assessment.

7. SET-OFF, CONTRA CHARGES & WITHHOLDING

7.1 LBMC Ltd may, by Payless Notice served not later than 2 days before the FDP, deduct from or set off against any sum due (under this or any other agreement):

• Costs of remedying defective work or completing outstanding works

• Costs of engaging alternative contractors following default

• LADs arising from the Sub-Contractor's culpable delay (at the rate stated in the relevant Work Order)

• Contra charges for materials, plant, PPE, waste removal, or clearing up by LBMC Ltd (labour at £25/hour plus all costs)

• CITB levy (1.5% labour-only)

• Any liability imposed on LBMC Ltd under the Main Contract or by the Ultimate Client arising from the Sub-Contractor's act or omission, including KPI penalties and contract deductions

• Losses caused by KPI failure, including deductions made by the Ultimate Client against LBMC Ltd

• Costs of professional advice or legal proceedings caused by Sub-Contractor default

• Outstanding warranties, O&M manuals, or completion documents

• Any other sum due from the Sub-Contractor under this agreement

7.2 A fair and reasonable estimate is sufficient at the time of the Payless Notice; the precise amount may be determined subsequently.

7.3 Exercise of set-off does not entitle the Sub-Contractor to suspend works — see Clause 9 (Suspension Rights).

7.4 Rights of set-off are cumulative and in addition to all other rights and remedies available.

7.5 LADs will only apply where the rate is expressly stated in the relevant Work Order. Where no LAD rate is stated in the Work Order, LBMC Ltd's right to recover delay damages remains as general damages at common law.

8. DEFECTS LIABILITY

8.1 Defects liability period: 18 months from practical completion of each Work Order (or longer if required by the Main Contract or Ultimate Client terms, whichever is the greater).

8.2 Response times on written defect notification: emergency (immediate risk to health, safety, or property) 24 hours; urgent (material disruption or risk of further damage) 72 hours; standard 7 calendar days.

8.3 Failure to respond entitles LBMC Ltd to engage others and recover all costs plus a 15% management fee by Payless Notice or contra charge.

8.4 The Sub-Contractor indemnifies LBMC Ltd against all costs, losses, and damages from defective works, including any liability under the Main Contract or to the Ultimate Client. This indemnity survives termination.

9. STATUTORY SUSPENSION RIGHTS

The Sub-Contractor has a statutory right to suspend works under HGCRA 1996 s.112 where payment is not made by the FDP. This clause governs how that right is exercised and limits it where a valid Payless Notice or set-off has been issued.

9.1 The Sub-Contractor acknowledges its statutory right under section 112 of the Housing Grants, Construction and Regeneration Act 1996 to suspend performance of its obligations where a sum due under this agreement is not paid by the FDP and no valid Payless Notice has been served.

9.2 The right to suspend under section 112 may only be exercised where ALL of the following conditions are met:

• The FDP for the relevant application has passed without payment

• No valid Payless Notice has been served by LBMC Ltd in respect of that application

• No legitimate set-off or contra charge is in dispute in respect of that application

• The Sub-Contractor has given not less than 7 days' written notice to LBMC Ltd of its intention to suspend, specifying the grounds for suspension

9.3 The Sub-Contractor has NO right to suspend works where:

• A valid Payless Notice has been issued by LBMC Ltd in respect of the application, even if the Sub-Contractor disputes the deductions stated in it

• LBMC Ltd has exercised a legitimate right of set-off in respect of any sum due from the Sub-Contractor under this or any other agreement

• The dispute relates to the valuation of works rather than non-payment of a notified sum

• The Sub-Contractor has not first referred the dispute to the dispute resolution procedure in Clause 12

9.4 The Sub-Contractor must not suspend works on any ground other than non-payment as described above. Suspension without proper entitlement under section 112 constitutes a material breach and entitles LBMC Ltd to terminate this agreement and recover all costs arising from the suspension including costs of engaging alternative contractors.

9.5 Where the Sub-Contractor validly exercises its suspension right, it is entitled to an extension of time and reasonable costs of suspension and remobilisation. LBMC Ltd will notify the Sub-Contractor of the revised programme within 5 working days of payment being made.

9.6 The Sub-Contractor must remobilise within 48 hours of payment of the outstanding sum.

10. MATERIALS, GOODS & WARRANTY OF TITLE

10.1 The Sub-Contractor warrants that all materials and goods supplied or incorporated into the works:

• Are new and unused (unless otherwise expressly agreed in writing in the Work Order)

• Conform to the specification, drawings, and standards set out in or referenced by the Work Order

• Comply with all relevant British Standards, industry standards, CE and UKCA marking requirements, and the Construction Products Regulations

• Are free from any lien, charge, or third-party claim

• Are fit for the purpose for which they are intended

10.2 Property in all materials and goods delivered to site and intended for incorporation into the works passes to LBMC Ltd immediately on delivery to site, notwithstanding that payment has not been made. The Sub-Contractor retains risk of loss or damage to those materials until practical completion of the relevant works.

10.3 Unfixed materials and goods on site remain at the Sub-Contractor's risk. The Sub-Contractor must adequately protect and insure them for their full reinstatement value.

10.4 The Sub-Contractor must provide evidence of compliance with CE/UKCA marking requirements and any other product certification required by the Main Contract or Ultimate Client, within 5 working days of request.

10.5 The Sub-Contractor indemnifies LBMC Ltd against all losses, claims, and costs arising from any breach of the warranties in this clause, including any third-party claims in respect of defective or non-compliant materials.

11. STEP-IN RIGHTS

LBMC Ltd or its nominee may step in and take over the Sub-Contractor's works on 24 hours' notice where a default notice has been issued. This right protects LBMC Ltd's obligations under the Main Contract.

11.1 Where LBMC Ltd has issued a default notice to the Sub-Contractor under Clause 13, or where the Sub-Contractor's performance is causing or threatening to cause a breach of the Main Contract, LBMC Ltd or its nominated representative may, on not less than 24 hours' written notice to the Sub-Contractor, step in and take over the management, supervision, and completion of any or all of the Sub-Contractor's works under any Work Order.

11.2 The step-in right may also be exercised where:

• The Sub-Contractor has suspended works without entitlement under Clause 9

• The Sub-Contractor has abandoned the works

• An insolvency event has occurred in respect of the Sub-Contractor

• The Ultimate Client has exercised a step-in right under the Main Contract in respect of works that include the Sub-Contractor's scope

• LBMC Ltd reasonably considers there is an immediate risk to health, safety, or the integrity of the works

11.3 On exercise of the step-in right, LBMC Ltd or its nominee may:

• Enter the site and take possession of all materials, plant, tools, drawings, and documents relating to the works

• Engage alternative contractors to complete, rectify, or continue the works

• Use all Sub-Contractor's plant, tools, and materials on site for the purpose of completing the works

• Issue instructions directly to the Sub-Contractor's operatives still on site

11.4 The Sub-Contractor must cooperate fully with LBMC Ltd or its nominee on exercise of the step-in right, including: providing all relevant documents, drawings, specifications, and programme information; facilitating access to the site and all materials; and ensuring its operatives comply with instructions given by LBMC Ltd or its nominee.

11.5 All reasonable costs incurred by LBMC Ltd in exercising the step-in right, including the cost of engaging alternative contractors, management time, and any cost premium, are recoverable from the Sub-Contractor by way of Payless Notice, contra charge, or set-off under Clause 7.

11.6 Exercise of the step-in right does not constitute acceptance of any defective work, nor does it release the Sub-Contractor from any obligation or liability under this agreement. The Sub-Contractor remains liable for all defects in works carried out prior to the step-in.

12. HEALTH, SAFETY & COMPLIANCE

12.1 The Sub-Contractor must comply with: the Health & Safety at Work Act 1974, CDM Regulations 2015, all LBMC Ltd site policies, site-specific rules notified in each Work Order, and all applicable legislation.

12.2 Mandatory requirements:

• All operatives on the Approved Trades Register holding a valid CSCS card

• Asbestos Awareness certificate — all operatives on refurbishment or maintenance works

• DBS certificate — where required by Work Order, Main Contract, or Ultimate Client

• Site-specific RAMS submitted at least 7 days before commencement of each new activity

• Public liability insurance: minimum £5,000,000 per occurrence — current certificate on portal

• Employers liability insurance: minimum £10,000,000 per occurrence — current certificate on portal

• Professional indemnity: minimum £5,000,000 where design is involved

• All PPE/RPE provided and maintained by the Sub-Contractor for its operatives

• Waste removed daily; clearing up by LBMC Ltd recharged at cost plus 20%

• Random drug and alcohol testing — refusal means immediate site exclusion

12.3 Portal access suspended automatically if any required document expires. Sub-Contractor responsible for maintaining current compliance at all times.

13. CONFIDENTIALITY

All information shared by LBMC Ltd — including client identity, contract terms, KPIs, pricing, methods, and site information — is strictly confidential and may not be disclosed to any third party under any circumstances.

13.1 The Sub-Contractor must keep strictly confidential, and must not disclose to any third party, any of the following:

• The terms of this agreement and any Work Order

• The identity of any Ultimate Client or Employer

• The terms, scope, pricing, or conditions of any Main Contract

• Any KPIs, performance data, or reporting requirements shared by LBMC Ltd

• Any information relating to LBMC Ltd's business, systems, pricing, margins, methods, or processes

• The identity of any other sub-contractors or suppliers used by LBMC Ltd

• Any site-specific information, tenant details, or property data

• Any photographs, videos, plans, or documents relating to any LBMC Ltd project

13.2 The Sub-Contractor must not share, publish, post, or distribute any photographs, videos, or documents relating to any LBMC Ltd project on any platform including social media, without prior written consent.

13.3 The confidentiality obligation applies during the Term and continues indefinitely after expiry or termination.

13.4 The Sub-Contractor must ensure all its employees, operatives, sub-contractors, and agents are bound by equivalent obligations. The Sub-Contractor is liable for any breach by its personnel.

13.5 Breach entitles LBMC Ltd to terminate immediately, seek injunctive relief without notice, and recover all losses. The Sub-Contractor acknowledges that damages alone may not be an adequate remedy for a confidentiality breach.

14. NON-COMPETE & NON-SOLICITATION

The Sub-Contractor must not approach, solicit, or work directly for any LBMC Ltd client introduced through LBMC Ltd during the Term or for 24 months afterwards.

14.1 During the Term and for 24 months after expiry or termination, the Sub-Contractor will not:

• Directly approach, solicit, canvas, or seek work from any Ultimate Client or Employer introduced through or by reason of LBMC Ltd

• Accept work directly from any Ultimate Client on properties or projects where LBMC Ltd has instructed the Sub-Contractor, without prior written consent

• Solicit or attempt to entice away any LBMC Ltd employee, operative, or sub-contractor

• Offer employment to any person employed by or contracted to LBMC Ltd within the preceding 12 months

• Use LBMC Ltd client relationships, contacts, pricing, or information to compete with or solicit business from LBMC Ltd clients

14.2 Nothing prevents the Sub-Contractor from working for a client with whom it had a pre-existing direct relationship established before this agreement, provided that relationship was not introduced or facilitated by LBMC Ltd.

14.3 The Sub-Contractor acknowledges these restrictions are reasonable to protect LBMC Ltd's legitimate business interests. Any restriction found unenforceable shall be modified to the minimum extent necessary to make it enforceable.

14.4 Breach entitles LBMC Ltd to seek injunction, account of profits, and/or damages, and to set off proven losses against any sums due.

15. DATA PROTECTION

The Sub-Contractor processes personal data in connection with its works, including tenant, operative, and site personnel information. This clause governs compliance with UK GDPR and the Data Protection Act 2018.

15.1 Each party is an independent data controller in respect of any Personal Data it collects and processes for its own purposes in connection with the works.

15.2 Where the Sub-Contractor processes Personal Data on behalf of LBMC Ltd or the Ultimate Client (for example, tenant names, contact details, access records, or DBS information), the Sub-Contractor acts as a data processor and must:

• Process Personal Data only on the documented instructions of LBMC Ltd

• Not transfer Personal Data outside the UK without prior written consent

• Implement and maintain appropriate technical and organisational security measures to protect Personal Data against unauthorised access, loss, or destruction

• Ensure that all personnel with access to Personal Data are subject to binding confidentiality obligations

• Promptly assist LBMC Ltd in responding to any data subject access request, erasure request, or other statutory right

• Not appoint any sub-processor without prior written consent of LBMC Ltd

• On termination or expiry of this agreement, return or securely delete all Personal Data as instructed by LBMC Ltd

15.3 The Sub-Contractor must notify LBMC Ltd of any personal data breach (as defined in UK GDPR Article 4(12)) within 24 hours of becoming aware of it, providing all information reasonably required for LBMC Ltd to assess its obligations to the ICO and affected individuals.

15.4 The Sub-Contractor must maintain a record of its processing activities in connection with LBMC Ltd works and make it available to LBMC Ltd on request.

15.5 The Sub-Contractor indemnifies LBMC Ltd against all losses, fines, regulatory action, and costs arising from any breach of this clause or of UK GDPR / the Data Protection Act 2018 by the Sub-Contractor or its personnel.

16. FORCE MAJEURE

Neither party is in breach of this agreement for failure to perform obligations caused by a Force Majeure Event, provided the affected party notifies the other promptly and takes all reasonable steps to mitigate the impact.

16.1 Neither party will be in breach of this agreement, or liable for any failure or delay in performing its obligations, to the extent such failure or delay is caused by a Force Majeure Event.

16.2 The party affected by a Force Majeure Event must:

• Notify the other party in writing as soon as reasonably practicable and in any event within 5 working days of becoming aware of the event

• Provide full details of the Force Majeure Event and its expected duration and impact

• Take all reasonable steps to mitigate the effects of the Force Majeure Event and resume performance as quickly as possible

• Provide regular updates to the other party on the status of the Force Majeure Event

16.3 Force Majeure does not excuse payment obligations. Where LBMC Ltd has already paid for works that cannot be completed due to a Force Majeure Event, the Sub-Contractor must repay any amounts that relate to uncompleted works.

16.4 If a Force Majeure Event continues for more than 60 days, either party may terminate the affected Work Order on 14 days' written notice. In such case, the Sub-Contractor is entitled to payment for works properly completed up to the date of termination. No further compensation is payable by either party.

16.5 The following do not constitute Force Majeure Events: sub-contractor or supplier failure; lack of funds or financial difficulty; foreseeable weather conditions; failure to obtain permits where the Sub-Contractor was responsible for obtaining them; or any event the Sub-Contractor could reasonably have foreseen and mitigated by proper planning.

16.6 Where Force Majeure affects LBMC Ltd's ability to issue Work Orders, LBMC Ltd has no obligation to issue further Work Orders during the Force Majeure period. This does not constitute a breach of the framework agreement.

17. VARIATIONS, DAYWORKS & DISPUTES

17.1 Variations

17.1.1 No variation valued unless instructed in writing before works are carried out. Verbal instructions must be confirmed in writing within 48 hours. The Sub-Contractor must not proceed without a written instruction.

17.1.2 Daywork paid only where: agreed in writing before commencement; sheets submitted same day, signed and dated; sheets detail names, roles, hours, materials, and plant. Unsigned or retrospective sheets not paid.

17.2 Dispute Resolution

17.2.1 The Sub-Contractor must first notify LBMC Ltd in writing (recorded delivery to the Contracts Manager and Managing Director) of any dispute, with full facts, chronology, and desired outcome. LBMC Ltd will respond within 28 days.

17.2.2 If unresolved, both parties must attend a pre-action meeting within 28 days of the response.

17.2.3 Either party may refer to adjudication under HGCRA 1996 s.108. Nominating body: RICS or CIOB. Arbitration expressly excluded.

17.2.4 Where a Sub-Contractor refers a dispute to adjudication and the decision is entirely in LBMC Ltd's favour, LBMC Ltd reserves the right to recover its reasonable adjudication costs from the Sub-Contractor.

17.2.5 Unresolved matters may proceed to County Court (payment disputes) or the Technology and Construction Court (complex disputes), subject to the Pre-Action Protocol for Construction and Engineering Disputes.

18. TERM, RENEWAL & TERMINATION

18.1 Three-year term from Agreement Date. Renewal offered by written notice not less than 30 days before expiry. Renewal requires re-signing the current version via the portal.

18.2 Expiry does not affect obligations under any outstanding Work Order or during any defects liability period.

18.3 LBMC Ltd may terminate immediately by written notice on: material breach unremedied within 48 hours (24 hours for H&S and data breaches); insolvency; persistent programme failure; confidentiality breach; failure to maintain insurances or compliance documents; suspension without entitlement; KPI failure not remedied within the improvement period; deployment of unregistered operatives; data protection breach.

18.4 On termination the Sub-Contractor must vacate all sites immediately and cooperate fully with any step-in under Clause 11. No further payment is due until completion costs are established. LBMC Ltd may recover all additional costs by deduction or legal proceedings.

18.5 The Sub-Contractor may terminate on 14 days' written notice. This does not release obligations under any outstanding Work Order or during the defects liability period.

19. INSURANCE

Must be maintained for the Term and for 12 years after practical completion of any works where latent defects may arise:

• Public Liability: minimum £5,000,000 per occurrence

• Employers Liability: minimum £10,000,000 per occurrence

• Professional Indemnity (where design involved): minimum £5,000,000 per claim, maintained for 12 years post-completion

• All Risks (where applicable): minimum £1,000,000

Current certificates must be on the portal at all times. Failure to maintain insurance is a material breach entitling LBMC Ltd to terminate immediately. If LBMC Ltd takes out insurance on the Sub-Contractor's behalf, the cost is recovered by deduction.

20. LIABILITY

20.1 The Sub-Contractor's liability to LBMC Ltd under this agreement is unlimited. This is intentional and reflects the allocation of risk between the parties.

20.2 Neither party limits its liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any liability that cannot be excluded or limited by law.

20.3 Subject to clause 20.2, LBMC Ltd's liability to the Sub-Contractor under this agreement (other than for non-payment of sums properly due) shall not exceed the total value of Works instructed to the Sub-Contractor under all Work Orders in the 12 months preceding the event giving rise to the claim.

21. DIGITAL ACCEPTANCE & SIGNATURE

IMPORTANT: READ CAREFULLY BEFORE SIGNING

By typing your full legal name in the portal and clicking Submit & Sign, you confirm:

• You have read and fully understood this Master Sub-Contractor Framework Agreement V4.0

• You have authority to legally bind the Sub-Contractor to these terms

• All portal registration information is accurate and complete

• You agree to all terms and all incorporated documents including Clauses 4 (Client Terms & KPIs), 5 (Approved Trades Register), 9 (Suspension Rights), 11 (Step-In Rights), 13 (Confidentiality), 14 (Non-Compete), 15 (Data Protection), and 16 (Force Majeure)

• You understand this agreement covers all works instructed to you by LBMC Ltd for three years from signing

• You will only deploy operatives listed on the LBMC Ltd Approved Trades Register holding all required compliance documents

• You accept that KPI failure may result in works being removed without compensation as set out in Clause 4.3

• You accept that LBMC Ltd may step in and take over works on 24 hours' notice as set out in Clause 11

• You will comply with UK GDPR and the Data Protection Act 2018 in respect of all Personal Data processed in connection with LBMC Ltd works

• This digital signature has the same legal effect as a handwritten signature under the Electronic Communications Act 2000 and the UK Electronic Identification and Trust Services for Electronic Transactions Regulations 2016 (UK eIDAS)

• Commencement of any works under a Work Order constitutes unconditional acceptance of these terms

SIGNED — SUB-CONTRACTOR

SIGNED — LEAVES BUILDING & MAINTENANCE CONTRACTORS LTD

Digital signature (full legal name):

[Sub-Contractor Full Legal Name]

Business / trading name:

[Business / Trading Name]

Date: [Agreement Date]

Timestamp: [Signature Timestamp]

IP Address: [IP Address]

Reference: [Agreement Reference]

Authorised signatory:

[LBMC Authorised Signatory]

On behalf of Leaves Building &

Maintenance Contractors Ltd

Date: [Countersignature Date]

A signed PDF is emailed to both parties automatically on submission.

SCHEDULE 1 — INCORPORATED DOCUMENTS

All documents below form part of this agreement. The Sub-Contractor confirms receipt by signing.

Ref

Document

Version

Notes

1

Master Sub-Contractor Framework Agreement (this document)

V4.0 2025

Sign once — covers all works for 3-year term

2

LBMC H&S Policy

HSP02 Oct 2020

Incorporated in full

3

LBMC Environmental Policy

EVP02 Rev 1

Incorporated in full

4

LBMC Diversity & Equality Policy

DEP02 Sep 2023

Incorporated in full

5

LBMC Equal Opportunities Policy

EOP01 Rev 0

Incorporated in full

6

LBMC Quality Management Policy

QAP01 Rev 0

Incorporated in full

7

Subcontract Provisions

V1.0 Sep 2023

Incorporated in full

8

Individual Work Orders

Issued per job

Each governed by these terms in full

9

Client Terms (when notified)

As issued

Accepted on receipt of relevant Work Order — see Clause 4

10

Approved Trades Register

Live — portal

Operative compliance monitored automatically — see Clause 5

This agreement is governed by the laws of England and Wales. Compliant with: HGCRA 1996 (as amended by LDEDCA 2009); Scheme for Construction Contracts (E&W) Regulations 1998; Late Payment of Commercial Debts (Interest) Act 1998; Contracts (Rights of Third Parties) Act 1999 (third-party rights excluded except as stated); Electronic Communications Act 2000; UK eIDAS Regulations 2016; UK General Data Protection Regulation; Data Protection Act 2018. An electronically signed PDF is generated and emailed to both parties on submission.

LBMC Ltd | Unit 5, Oyster Estate, Jackson Close, Farlington, Portsmouth PO6 1QN | Co. No. 06798589 | Master Framework Agreement V4.0 | 2025