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Services, Master Services Agreement

1. Definitions

Wicked Sick means Wicked Sick Limited (Company No. 11117702), Chatmohr Lodge, Crawley Hill, West Wellow, Romsey, Hampshire, SO51 6AP. Client means the business purchasing services. Services means the professional advisory, fractional executive, coaching, community, playtesting, PR, and dashboard services described in Clause 4. Statement of Work (SOW) means a document signed by both parties specifying scope, deliverables, timelines, acceptance criteria, and Fees. Fees means charges payable as set out in the Order Form or SOW.

2. Business-to-Business Supply

Wicked Sick supplies exclusively to persons acting in the course of a business, trade, craft, or profession. These Terms do not apply to consumers. By signing Part B, the Client warrants it is acting as a business customer.

3. Contract Formation

A binding Agreement is formed when both parties sign or electronically accept an Order Form or the MSA (Part B). Electronic signatures (DocuSign, Adobe Sign, or equivalent) are legally valid under the Electronic Communications Act 2000. In the event of conflict, the order of precedence is: (1) Statement of Work; (2) Order Form; (3) Part B; (4) Part A (these Terms).

4. Services

Professional Services & Advisory

• Executive Coaching, structured weekly one-to-one sessions with personalised development plans tied to agreed business outcomes
• Strategic Advisory, growth strategy, fundraising support (commercial facilitation only; not regulated financial advice), M&A readiness, and competitive positioning
• Speaking & Workshops, keynotes, panel sessions, and half- or full-day workshops on strategy, leadership, and scaling
• Business in a Box, complete operational framework for game studios and creative startups covering IT, Finance, HR, Marketing, Legal, and Operations
• 2-Day Growth Coaching, immersive leadership team programme using the Scaling Up methodology
• Fractional C-Suite, vetted fractional executives (CFO, CTO, CEO, CMO, COO, CHRO) for 1–3 days per week as a managed service engagement

Additional Services

• Community Advisory, Discord setup, moderation strategy, community growth frameworks, and IP-specific positioning for gaming brands
• Playtesting Solutions, structured sessions via Openfront.io, EnclaveLAN, and partner networks, with genre/platform targeting and feedback reporting
• PR & Marketing, full-service PR and campaign execution via Boost Communications (an independent partner)
• KPI Dashboards, bespoke real-time dashboards aligned to the Client's strategic plan and quarterly rocks

Wicked Sick may modify or discontinue any Service on 30 days' written notice. If the change constitutes a material reduction in agreed deliverables, the Client may terminate the affected Service within that 30-day period and receive a pro-rated refund of pre-paid Fees.

5. Fees and Payment

All Fees are in GBP and exclusive of VAT. Retained advisory and Fractional C-Suite Fees are payable monthly in advance. One-off and project engagements: 50% on engagement, 50% on completion. Speaking and workshops: 50% on booking, balance 14 days before the event. Payment is due within 14 days of invoice. Wicked Sick may charge statutory interest at 8% above Bank of England base rate on overdue amounts. Annual retainers attract a 20% discount. Fees may increase annually by the higher of 5% or UK CPI on 30 days' notice.

6. Term and Termination

Each Service commences on the date in the Order Form and renews automatically on a rolling monthly basis unless terminated. Monthly rolling contracts can be cancelled on 30 days' written notice. Annual engagements require 90 days' written notice at the end of the annual period. No early termination penalties for monthly contracts. Either party may terminate immediately for material breach (unremedied within 14 days), insolvency, or Sanctions breach.

7. Confidentiality

Each party shall keep the other's Confidential Information confidential and not disclose it without prior written consent, except as required by law or to professional advisers on a need-to-know basis. Confidentiality obligations survive for 3 years after termination. Advisory content, coaching session outputs, and strategic deliverables are Confidential Information of the Client and will not be disclosed to other clients.

8. Data Protection

Each party shall comply with UK GDPR and the Data Protection Act 2018. Where Wicked Sick processes Personal Data on the Client's behalf, a Data Processing Agreement (DPA) compliant with Article 28 UK GDPR must be executed before processing begins. Wicked Sick is registered with the ICO under registration number ZB901943. Personal Data breaches must be notified within 72 hours.

9. Intellectual Property

Each party retains its own pre-existing IP. Deliverables incorporating Wicked Sick's frameworks (Scaling Up materials, coaching frameworks, dashboard templates) vest in Wicked Sick; the Client receives a non-exclusive licence for internal use. Where an Order Form or SOW expressly designates a deliverable as 'work for hire', IP transfers to the Client only on receipt of all outstanding Fees.

10. Client Responsibilities

The Client shall provide timely access to systems, personnel, and information required to perform the Services; nominate a primary contact; review deliverables within 5 Business Days (failure to do so constitutes deemed acceptance); and ensure any required third-party licences are in place. Where Client failures delay delivery, Wicked Sick may adjust timelines and invoice for time incurred at its then-current daily rate.

11. Limitation of Liability

Nothing limits liability for death/personal injury from negligence, fraud, or any liability that cannot lawfully be limited. Subject to that: Wicked Sick's total aggregate liability for all claims shall not exceed the greater of (a) total Fees paid in the preceding 12 months or (b) GBP 25,000. Wicked Sick is not liable for loss of profits, loss of data, business interruption, loss of opportunity, or any indirect or consequential loss.

12. Financial Services Disclaimer (FSMA)

Wicked Sick is not authorised or regulated by the Financial Conduct Authority. None of the Services constitutes regulated financial advice, investment advice, or any other regulated activity under the Financial Services and Markets Act 2000 (FSMA). Strategic Advisory, fundraising facilitation, and M&A support are provided as commercial advisory services only. The Client must seek its own regulated financial, legal, and tax advice before making any investment, fundraising, or M&A decision.

13. Fractional C-Suite / IR35

Fractional C-Suite engagements are supplied as managed services. Wicked Sick is solely responsible for determining and discharging all tax and National Insurance obligations in respect of its personnel. Where required by law, Wicked Sick will provide relevant IR35 status determinations. The Client must not treat Wicked Sick personnel as employees or direct them as such. The parties acknowledge this Agreement does not create an employment relationship.

14. Governing Law and Disputes

This Agreement is governed by the law of England and Wales. The parties shall first attempt to resolve disputes through senior representative negotiation within 10 Business Days. If unresolved, disputes may be referred to CEDR mediation before litigation. The parties submit to the non-exclusive jurisdiction of the courts of England and Wales. For international clients unable to submit to English jurisdiction, disputes shall be referred to LCIA arbitration, seated in London, conducted in English.

15. General

This Agreement constitutes the entire agreement between the parties. Notices shall be delivered to [email protected] or to Wicked Sick's registered office. VAT No: GB285652960. The Client is responsible for maintaining its own appropriate business insurance. Neither party shall engage in bribery or corruption in connection with this Agreement. Wicked Sick is registered with the ICO under ZB901943.

Effective 18 March 2026. For the full signed MSA document contact [email protected].