1. Introduction

This Statement of Works (“SOW”) sets out the scope, deliverables, commercial terms, and obligations for the design, build, and ongoing management of a bespoke AI-powered UDC (Undisclosed Commissions) front-end claims automation platform (“the Platform”).

1.1 Parties

2. Background

The Client operates within the financial claims sector, specifically focused on Undisclosed Discretionary Commission (UDC) claims against motor finance lenders. The Client requires a fully automated, AI-powered front-end system that processes consumer claims from initial capture through to lender submission, DSR assessment, CFA signing, and handoff to the back-end processor (Saber Mine).

The Platform is designed to handle 500–1,000 cases per day (15,000–30,000 per month) with zero manual intervention, operating as a fully managed service where EngageAI manages all technology end-to-end on behalf of the Client.

3. Scope of Work

The Platform comprises a 12-step automated process across five phases, supported by eight API/AI integrations. The Supplier will design, build, test, deploy, and manage the complete system as described below.

3.1 The 12-Step Automated Process

Phase 1 — Consumer Capture

1. Lead Sources — Consumers arrive via advertisements, referrals, and partner channels. Traffic attribution is tracked automatically across all sources.
2. Landing Page — AI-optimised form flow with real-time validation, smart field ordering, and adaptive mobile/desktop layouts.
3. AI Capture (Partial Completions) — If a consumer abandons the form, AI detects missing fields and triggers contextual SMS follow-up — a targeted conversation, not a generic reminder — to recover the submission.

Phase 2 — Credit Check & Lender Matching

1. Soft Credit Search — Automated non-impact credit check using the Client’s own credit bureau account (no markup). AI parses results to identify all relevant lender agreements.
2. Lender Rules Engine — AI-driven filtering and matching with self-learning rules that adapt without code changes. Scales with new lenders as they are added.

Phase 3 — Documents & First Signing

1. LOA Generation — Automated Letter of Authority generation per lender. AI assembles correct templates with consumer and lender details pre-populated.
2. Digital Signing — LOA — Built-in digital signing (first signing step). One session for all lender LOAs. AI manages status tracking, reminders, and retry logic. Zero third-party signing costs.
3. AML / KYC Capture — Conditional document collection per lender (e.g., Swift requires ID only; Paragon requires ID plus proof of address). AI applies rules automatically.

Phase 4 — Lender Submission & Response

1. Automated Lender Submission — AI-packaged Data Request sent to each lender. Intelligent document packaging, templated emails, delivery tracking with automated error recovery.
2. AI-Powered DSR Assessment — When the lender response arrives, AI reads and assesses the Data Subject Response to confirm eligibility. Extracts agreement details, dates, and claim indicators.

Phase 5 — CFA Signing & Handoff

1. CFA Issuance & Signing — If eligible, the law firm Conditional Fee Agreement is sent to the consumer (second signing step). Consumer signs to engage the solicitor.
2. Saber Mine Handoff — Complete case data transferred automatically to Saber Mine for back-end processing. Full audit trail and confirmation handling.

Additionally: A real-time dashboard and case management interface providing visibility across all 12 stages.

3.2 API/AI Integrations

The Platform requires eight distinct API/AI integrations, each constituting a separate engineering effort with authentication, error handling, rate limiting, retry logic, and testing:

3.3 Key Technical Decisions

• Built-in digital signing replaces DocuSign, eliminating per-envelope costs at volume.
• AI-powered DSR reading and interpretation (not OCR) for intelligent lender response assessment.
• Digital signing is used twice: once for LOA (Step 7) and once for CFA (Step 11).
• Fully managed service — the Client does not interact with the technology directly. EngageAI manages everything end-to-end.
• Architecture designed for 500–1,000 cases/day with job queuing, retry logic, and graceful degradation.

4. Deliverables

The Supplier shall deliver the following:

5. Delivery Timeline

The Platform will be delivered over a four-week build period commencing upon receipt of the first payment instalment and all required onboarding materials from the Client.

The four-week timeline assumes timely provision of all Client dependencies as set out in Section 9 (Client Obligations). Delays in providing required materials may extend the delivery timeline proportionally.

6. Commercial Terms

6.1 Platform Build Fee

6.2 Payment Schedule

6.3 Monthly Retainer

The monthly retainer covers ongoing platform support, hosting, and unlimited email campaigns. This consolidates the existing £1,250/month email campaign service into the new retainer.

6.4 Year One Total

6.5 Third-Party Services

The Platform relies on a number of third-party services to operate, including but not limited to AI APIs (e.g. Anthropic, OpenAI), database and infrastructure hosting (e.g. Supabase, Render), and email delivery services. These services are provisioned and managed by the Supplier but held in the Client’s name and billed directly to the Client by the respective providers.

As the Client is FCA-regulated and acts as the Data Controller (see Section 14), it is a regulatory requirement that all third-party service accounts and billing relationships are held in the Client’s name. The Supplier is not a regulated entity and therefore should not hold regulated service accounts on the Client’s behalf.

This is consistent with the existing arrangement for the credit bureau, where the Client holds its own account and payment credentials. The Supplier integrates, configures, and manages these services on behalf of the Client but does not bear the cost of third-party usage.

The Supplier will advise the Client on which services are required and assist with account setup where necessary. The Client is responsible for maintaining active accounts and valid payment methods with all required third-party providers.

7. Exclusivity

In consideration of the one-time Exclusivity Fee of £2,500, the Supplier agrees that it will not design, build, or deploy a substantially similar UDC front-end claims automation platform for any direct competitor of the Client. This exclusivity applies for the duration of this SOW and the active monthly retainer.

Upon termination of the retainer, the Supplier shall be free to engage with other clients without restriction. The Exclusivity Fee is non-refundable regardless of when or how the SOW or retainer is terminated. For the avoidance of doubt, while the exclusivity restriction ceases on termination, the Supplier’s obligations under Section 13 (Proprietary Business Information) survive indefinitely — the Supplier will never use or disclose the Client’s business processes, specifications, or operational knowledge, regardless of the status of this agreement.

For the avoidance of doubt, the Supplier retains the right to provide general AI, automation, and technology services to other clients in the financial claims sector at any time, provided those services do not constitute a substantially similar UDC front-end claims automation platform during the exclusivity period.

8. Intellectual Property

The underlying platform, framework, source code, AI models, and core integrations (“Platform IP”) shall remain the exclusive property of the Supplier.

All bespoke configurations, lender rules, templates, workflow settings, and client-specific data created for or by the Client during the operation of the Platform (“Client IP”) shall be owned by the Client.

While the monthly retainer is active, the Client is granted an exclusive licence to use the Platform IP for the purpose of operating its UDC claims business. This licence is conditional upon the Client maintaining an active monthly retainer as set out in Section 6.3. Upon termination of the retainer, the licence to use the Platform IP shall cease and access to the Platform will be withdrawn.

The Client retains full ownership of all Client IP at all times, including after termination. Upon termination, the Supplier will provide an export of all Client IP and case data in a standard format. The Platform itself, including all source code, integrations, and infrastructure, remains the exclusive property of the Supplier and will not be transferred, copied, or made available to the Client.

For the avoidance of doubt, the exclusivity provisions in Section 7 restrict the Supplier’s ability to deploy a substantially similar platform for competitors, but do not transfer ownership of the Platform IP to the Client.

9. Client Obligations

The Client shall provide the following in a timely manner to enable delivery within the agreed timeline:

• Credit bureau account credentials and API documentation
• Complete lender list with per-lender document requirements and contact details
• Letter of Authority (LOA) templates for each lender
• AML/KYC requirements per lender
• Saber Mine API specifications and handoff requirements
• CFA template from the instructed law firm
• Branding assets (logo, colours, fonts)
• Nominated points of contact for decisions and approvals
• Timely review and feedback during the build process
• Active accounts and valid payment methods with all required third-party service providers as advised by the Supplier (see Section 6.5)

10. Acceptance Criteria

The Platform shall be deemed accepted upon the Client confirming that the following criteria have been met:

1. All 12 process steps function as described in Section 3.1
2. All 8 API/AI integrations are operational and tested
3. The real-time dashboard displays case status across all stages
4. End-to-end testing has been completed with sample cases
5. The system has been demonstrated to operate at target throughput
6. A team walkthrough has been conducted

The Client shall have five (5) business days following delivery to confirm acceptance or raise specific deficiencies. If no response is received within this period, the Platform shall be deemed accepted.

11. Support & Managed Service

Following acceptance, the Supplier will provide ongoing support and management under the monthly retainer, including:

• Platform hosting, monitoring, and infrastructure management
• Bug fixes and issue resolution
• Addition of new lenders to the rules engine
• Unlimited email campaign management
• Performance optimisation and scaling adjustments

The monthly retainer does not include new features, upgrades, or additional functionality beyond the scope of the Platform as delivered. Any enhancements, integrations, or development work requested by the Client following completion shall be scoped and quoted separately by the Supplier.

The retainer may be terminated by either party with sixty (60) days’ written notice. Upon termination of the retainer, access to the Platform will be withdrawn at the end of the notice period. The Supplier will provide the Client with an export of all case data and Client IP held within the Platform in a standard format. The Platform itself, including all source code, integrations, and infrastructure, remains the exclusive property of the Supplier and will not be transferred. Following termination, the Supplier shall have no obligation to provide ongoing support, hosting, updates, or management of the Platform.

12. Confidentiality

Both parties agree to keep confidential all non-public information disclosed during the course of this engagement, including but not limited to business strategies, technical architectures, client data, commercial terms, and proprietary processes. This obligation survives the termination of this SOW.

13. Proprietary Business Information

The Client has disclosed, and will continue to disclose during the course of this engagement, proprietary business information that is central to the Client’s commercial operations (“Proprietary Business Information”). This includes but is not limited to:

• The Client’s claims process, operational workflows, and business model
• Lender relationships, contact details, and per-lender requirements
• Commercial strategies, pricing structures, and growth roadmap
• Consumer acquisition methods and channel strategies
• Legal and regulatory frameworks specific to the Client’s operations
• Any documentation, templates, or operational know-how provided to enable the build

The Supplier acknowledges that this Proprietary Business Information has been shared solely for the purpose of designing, building, and managing the Platform under this SOW. The Supplier agrees to the following obligations, which survive the termination of this SOW indefinitely:

• Non-Use: The Supplier shall not use the Client’s Proprietary Business Information for its own commercial benefit or for the benefit of any third party, whether during or after this engagement.
• Non-Disclosure: The Supplier shall not disclose the Client’s Proprietary Business Information to any third party without the prior written consent of the Client.
• Protection: The Supplier shall take all reasonable steps to protect the Client’s Proprietary Business Information from unauthorised access, use, or disclosure, applying no less care than it applies to its own confidential information.

This Section 13 operates in addition to, and does not limit or replace, the general confidentiality obligations in Section 12. In the event of any conflict, the more protective provision shall prevail.

14. Data Protection

The Supplier acknowledges that the Platform will process personal data of consumers. The Supplier shall comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in all aspects of the Platform’s design, operation, and data handling. Consumer data shall be encrypted at rest and in transit, with access limited to authorised personnel and systems only.

The Client remains the Data Controller. The Supplier acts as a Data Processor in respect of personal data processed through the Platform. A separate Data Processing Agreement (DPA) may be entered into if required by the Client.

15. Limitation of Liability

The Supplier’s total aggregate liability under this SOW shall not exceed the total fees paid by the Client under this SOW in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, consequential, or incidental damages, including loss of profit, loss of data, or business interruption, except in cases of gross negligence or wilful misconduct.

16. Termination

Either party may terminate this SOW by giving sixty (60) days’ written notice to the other party.

Termination during the build phase: If the Client terminates prior to completion, the Supplier shall retain any fees paid in respect of work completed to date. If the Supplier terminates prior to completion, the Supplier shall refund any fees paid in respect of work not yet completed. In either case, no Platform IP shall be transferred to the Client, as all intellectual property remains the exclusive property of the Supplier per Section 8.

Termination of the retainer (post-completion): As set out in Section 11, access to the Platform will be withdrawn and the Client will receive an export of all case data and Client IP in a standard format. No source code, platform components, or Platform IP shall be transferred to the Client. The Supplier has no obligation to provide ongoing support, hosting, or updates following termination.

17. General Provisions

• This SOW constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings, and representations.
• This SOW shall be governed by and construed in accordance with the laws of England and Wales.
• No amendment to this SOW shall be effective unless agreed in writing by both parties.
• The Supplier may use subcontractors to fulfil its obligations under this SOW, provided the Supplier remains fully responsible for all deliverables.