Client Service Agreement — Schedule 1 (Platform, Scope and Data)

This Schedule forms part of the Client Service Agreement between Rezolva Limited and the Client. Where it conflicts with the main body of that agreement, this Schedule prevails. It does not vary the commission rates or the limitation of liability in the main agreement.

The Services are provided solely in relation to debts arising from transactions entered into wholly or mainly for the purposes of a trade, business, craft or profession. The Client must not refer, and Rezolva is not instructed to pursue, any debt owed by a consumer acting outside a business capacity, or any liability arising under a regulated consumer credit agreement or a consumer hire agreement. The Client warrants this status for every Referred Debt and must provide supporting evidence on request. Rezolva may reject or immediately close any referral that falls, or may fall, outside this scope.

For every referral the Client must confirm, through Rezolva Connect, that the debt arose wholly or mainly from a business transaction, that the debtor was acting for the purposes of a trade, business, craft or profession, that the debt is not a consumer debt, and that it does not arise under a regulated consumer credit or consumer hire agreement. Where the debtor is a sole trader or an individual acting in a business capacity, the Client must record a short explanation of the business purpose.

Rezolva is not authorised or regulated by the Financial Conduct Authority and does not carry on consumer debt collection.

1. The Client's completed application, including its acceptance of the Client Service Agreement, is an offer to contract on those terms.
2. The agreement is formed when Rezolva confirms approval of the application in writing. Rezolva may decline any application.
3. Each subsequent debt placed through Rezolva Connect is a Service Request made under, and governed by, the agreement already in force. Placing a debt does not create a separate agreement and is not the moment of formation.

Rezolva records the version and content checksum of the agreement displayed at acceptance, the accepting individual, their stated authority, the timestamp and proportionate device evidence, together with the approval decision. A copy of the accepted agreement is made available to the Client.

The individual accepting the agreement confirms that they are authorised to bind the Client. Instructions, approvals, authorities and acceptances given through Rezolva Connect by an authorised user bind the Client. Electronic acceptance, including a typed name, tick-box confirmation or drawn signature captured in Rezolva Connect, has the same effect as a signature. Rezolva's audit records are, in the absence of manifest error, evidence of the instruction given.

Rezolva will obtain the Client's authority before accepting a full and final settlement below the outstanding balance, issuing legal proceedings, writing off a balance, or incurring material external spend such as court fees or solicitor costs. Issue of a Final Demand requires an express decision by a Rezolva operator. None of these steps is taken by solely automated means.

Where interest, fixed compensation or additional recovery costs are added to a Referred Debt, the Client must record the basis on which they are claimed, whether contractual or statutory, the rate, the date from which they run and, where relevant, the contractual provision relied on, and must confirm that the sums are recoverable from the debtor. Rezolva will not issue a Formal Request for Payment or a Final Demand that includes material added amounts for which no basis has been recorded.

Unless otherwise agreed in writing, sums recovered are allocated first to recovery costs, then to interest, then to the principal.

Debtor payments are made by bank transfer into the Rezolva client account, or through a bank-hosted Open Banking journey that settles into that account. Rezolva does not process card payments or Direct Debit instructions and does not hold debtor card data. A payment is treated as received when cleared funds reach the Rezolva client account. Rezolva records the payment against the case, notifies the Client, deducts commission and agreed charges as permitted by the agreement, and remits the balance to the Client. Payments received in error, or which are subsequently reversed, are repayable and Rezolva may adjust the case and any remittance accordingly.

FOUNDER DECISION REQUIRED: the exact funds-flow characterisation of the Rezolva client account, and any payment-services analysis arising from it, has not been determined here and is recorded as an open item for specialist review.

Where the Client nominates a brokerage, it authorises Rezolva to make case information available to that brokerage at the visibility level the Client selects, and to permit placement on its behalf where the Client enables that. The Client may vary the level, revoke access, or reallocate to another brokerage at any time, subject to Rezolva's record-retention obligations. Rezolva and each brokerage act as independent controllers and operate under a controller-to-controller sharing arrangement.

Each party will keep the other's confidential information confidential and use it only for the purposes of the agreement. This does not prevent disclosure to a party's personnel and professional advisers who need it, to a nominated broker or insurer as permitted, to solicitors, courts and insolvency practitioners in connection with recovery, or where required by law. This clause survives termination.

The Client grants Rezolva a non-exclusive licence to use, copy, store and disclose the material it supplies, so far as necessary to provide the Services, to pursue recovery, and to keep records. The Client retains ownership of its material. Rezolva retains ownership of the platform, its templates and the documents it generates, and grants the Client a licence to use documents generated for its cases.

Rezolva Connect can generate an assisted case summary using a large language model. Summaries are drafts, may contain errors, are subject to human review, are not legal advice and are not relied on as the sole basis for any decision. Case information is disclosed to the AI provider only for the purpose of generating the summary. Information recorded as vulnerability or sensitive circumstance information is excluded unless a Rezolva administrator expressly approves its inclusion.

Each party acts as an independent controller. Each is responsible for its own transparency obligations to the individuals concerned. The Client confirms that it may lawfully disclose the information it refers to Rezolva, and that it has provided, or will provide, the required privacy information to the individuals concerned so far as it is obliged to do so. Rezolva provides its own Article 14 notice to debtors at first contact. Each party will notify the other without undue delay of a personal data breach affecting shared information and will co-operate on rights requests.

The Rezolva Connect Client Platform Terms are incorporated into the agreement as Schedule 2 and govern use of the portal by the Client and its authorised users.

FOUNDER DECISION REQUIRED: the commission rates, the commission tail period, the limitation of liability and the scope of the Client indemnity in the main agreement are unchanged by this Schedule. The pre-launch review recommended narrowing the indemnity and reviewing the liability cap. Those are commercial decisions and have deliberately not been altered here.