DEEP LEARNING ENGINEER

FREELANCE CONTRACTOR AGREEMENT

This Agreement is effective upon the submission of this online job application form and payment of the digital share registration fee. (the “Effective Date”).

BETWEEN:

The person applying for the Arcane Social Media Promoter Job role
(the “Consultant”)

AND: 

Arcane Footwear Technology Ltd., a UK corporation having an office at Park View House, 96 Caledonia Street, Glasgow, GS 0XG, United Kingdom. Company Registration Number: SC657099. www.arcanefootwear.com
(“Arcane”)

WHEREAS:

(A)    Arcane is dedicated to revolutionising the footwear industry through innovative technology solutions that empower individuals and athletes to transcend conventional limits. (the “Arcane Business”);

(B)   The Consultant aims to assist Arcane by offering consulting services that involve following, liking, and sharing posts from Arcane's brand and audience. This will boost online visibility, promote user engagement, and enhance the Arcane share price for mutual benefit;

(C)    Arcane desires to engage the Consultant for those purposes, on the terms and conditions as set out in this Agreement;

(D)    The Consultant will perform all Services to be provided by the Consultant under this Agreement;

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(E)    Arcane and The Consultant agree to utilise electronic contracts as the foundation for meeting the legal requirements of contract formation;

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Therefore in consideration of the mutual promises and agreements of the parties hereto as hereinafter set forth, the parties hereto agree as follows:

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INSTANT HIRE ON A FLEXIBLE CONTRACT

1.     Arcane and the Consultant agree that there is no interview process. Due to the simplicity of the service to be provided, which requires only a basic skillset (i.e., following, liking, and sharing on social media), Arcane do not need to interview the applicant to inquire if they know how to use social media for these actions. By applying for the job, the position is instantly confirmed under the terms of this flexible agreement, which can be canceled by the Consultant with a 24-hour email notice at any time within 12 months.

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COSTS

2.    Given the high volume of Arcane Social Media Promoter positions, traditional paper methods for managing shareholders and share schemes are impractical. Therefore, The Consultant agrees to pay a one-time registration fee of £15, excluding VAT. This fee covers the setup of a digital management system for the Consultant's shares, which includes the use of third-party services like Vestd.com, incurring a monthly charge of £1 per account for Arcane. This expense is fully refundable at Arcane's cost if the Consultant cancels within 12 months.

ENGAGEMENT
3.    Arcane hereby appoints and engages the Consultant with respect to the Services referred to in Section 4 hereof, and the Consultant hereby accepts such appointment and engagement by  Arcane, all upon and subject to the terms and conditions of this Agreement.

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SERVICES
4.    Throughout the term of this Agreement, the Consultant shall provide  Arcane with Social Media Promoter Services, acting in good faith, with due diligence, and in the best interests of  Arcane. These services encompass:

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4.1 - Follow at least one, ideally as many as possible, of Arcane's social media channels.
4.2 - Like as many as possible of Arcane's monthly social media posts.
4.3 - Share or repost as many as possible of Arcane's monthly social media posts.

4.4 - Optionally comments on Arcane's social media posts.

 

The Consultant acknowledges having explored the Arcane website and holds a positive view of the footwear industry, the Arcane brand, and its products. However, they reserve the right to refrain from liking content they genuinely do not appreciate. If they abstain from liking or contributing to the content for three consecutive months, both parties agree that the fit is not right, and this agreement will automatically terminate, with termination procedures applying.

AMOUNT OF CONSULTING SERVICES
5.    The Consultant will provide Services to Arcane for 1 minute per month over a 12-month period. This includes following Arcane's social media channels and engaging with their posts, which should take approximately 5 to 10 seconds per action during the Consultant's regular social media browsing.

CONSULTING FEE
6.    The Consultant will provide Services as outlined in Section 2 at a rate of GBP 10.00 per hour (17p per minute). Payment will be invoiced annually, with a maximum total of £2.04 for 12 months. In case of a mid-agreement cancellation, payment will be prorated, and the Consultant must submit a corresponding invoice.

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BENEFITS

7.    The Consultant will receive 1,000,000 incentive-based ordinary shares in Arcane Footwear Technology Ltd, known as V Class Conditional Growth Shares. The current value of these shares is £0.0000001 each (totalling 10p). These shares will be transferred to the Consultant within 30 days of the Effective Date of this Agreement. The shares will become fully qualified upon the 12-month anniversary of this Agreement's completion, during which the Consultant must have provided the agreed-upon Services. The shares may qualify earlier than 12 months, subject to the passing of a Special Resolution. Arcane is currently in discussions with JP Jenkins regarding listing on the private equity trading platform at www.jpjenkins.com, and it is also in Initial Public Offering (IPO) talks with London Stock Exchange Aquis Exchange Plc, aiming to become a public company. 

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EXPENSES
7.    Arcane will not pay or reimburse the Consultant for travel and other expenses incurred by the Consultant in connection with the provision of the Services by the Consultant under this Agreement; 

RECORDS
8.     The Consultant will keep and maintain detailed records of account in support of all billable minutes.
 

TERMINATION

9.    Either Arcane or the Consultant may terminate this Agreement by providing 24 hours' prior written notice.

9.1 - The Consultant is entitled to receive any unpaid fees earned under this Agreement upon termination.

9.2 - In the event of termination initiated by the Consultant, their shares will be considered non-qualified and returned to Arcane. However, if Arcane initiates the termination, they may, at their discretion, calculate the prorata earned shares and determine whether to award them to the Consultant or purchase them at market value, with the proceeds of the sale going to the Contractor.

 

COMPLIANCE WITH LOCAL LAWS

10.    The Consultant is responsible for ensuring that this contract and employment role comply with local laws and regulations in their respective region.

PARTIAL INVALIDITY
11.    If any provision of this Agreement will for any reason be held to be excessively broad as to duration, scope, activity, subject matter or otherwise, such provision will be construed by limiting and reducing it to be enforceable to the extent compatible with any applicable laws.  If, notwithstanding the foregoing, any provision of this Agreement will for any reason be held to be invalid, illegal, or unenforceable in any respect, then such invalid, illegal or unenforceable provision will be severable and severed from this Agreement and the other provisions of this Agreement will remain in effect and be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

REMEDIES
12.    The Consultant acknowledges and agrees that any breach of this Agreement could cause irreparable damage to Arcane and that in the event of a breach by the Consultant, Arcane will have in addition to other remedies at law or in equity, the right to an injunction, specific performance, or other equitable relief to prevent any violation by the Consultant of any of the provisions of this Agreement. 

INDEPENDENT CONTRACTOR AND LIMITED AUTHORITY AS AGENT
13.    It is expressly acknowledged and agreed by the parties hereto that the only relationship of the Consultant to Arcane created by this Agreement will for all purposes be that of an independent contractor and that no employment relationship is created by this Agreement or by the provision of the Services to Arcane by the Consultant. The Consultant agrees that the Consultant may not act as an agent of Arcane except with the express prior written authority of Arcan.  Without limiting the generality of the foregoing, the Consultant will not commit or be entitled to commit Arcane to any obligation whatsoever. 

WAIVER
14.    A waiver is if one party agrees to overlook or forgive a violation of the terms of the agreement by the other party. Any waiver of any breach under this Agreement will only be effective if in writing signed by the party against whom the waiver is sought to be enforced, and no waiver will be implied by indulgence, delay or other act, omission, or conduct.  Any waiver will only apply to the specific matter waived and only in the specific instance in which it is waiver.

WHOLE AGREEMENT
15.    This Agreement constitutes the entire understanding between Arcane and the Consultant regarding the subject matter herein and supersedes any prior oral or written agreements. Any amendments to this Agreement must be in writing and signed by both parties. Additional terms and conditions may be found in the Shareholder's Agreement, which will be accessible in your Vestd account and sent via email, as well as the Company Articles of Association, which can be obtained from the UK Companies House website using the company search tool at this link: https://www.gov.uk/get-information-about-a-company

NOTICES
16.    Any notice or other communication under this Agreement or in connection herewith will be sufficiently given:
(a)    by Arcane to the Consultant, via email and/or sent by prepaid registered mail to the Consultant, at the address of the intended recipient shown on the application form submitted by the Consultant; and
(b)    by the Consultant to Arcane, if delivered via email and/or sent by prepaid registered mail to Arcane at the address of Arcane shown on the first page of this Agreement addressed to the attention of the CEO.
Any party may change their address for notices by giving notice in writing of such change to the other parties the same.

INTERPRETATION
17.    If the sense or context of this Agreement so requires, the singular will be construed to include the plural and vice versa, and the neuter will be construed to include the feminine or masculine or body politic or body corporate and vice versa.  In this Agreement “herein”, “hereby”, “hereunder”, “hereof”, “hereto” and words of similar import, refer to this Agreement as a whole and not to any particular paragraph or part of this Agreement.  The headings and captions of Sections of this Agreement are inserted for convenience of reference only and are not to be considered when interpreting this Agreement.  All sums of money set forth in this Agreement are expressed in pounds Sterling, unless otherwise noted.

COUNTERPARTS AND SCANNED SIGNATURES
18.    This electronic Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one agreement.  Any counterparts may be delivered by any party to the other parties at the addresses set forth herein.  

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EQUAL OPPORTUNITIES

19.    Arcane is an equal opportunity employer, welcoming applications from all qualified candidates regardless of background, race, gender, religion, sexual orientation, disability, or age.

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PRIVACY POLICY

20.    We value your privacy and are committed to treating your personal data with respect. We do not share or sell your data to third parties. Our data handling practices comply with GDPR rules. You can view our full Privacy Policy on our website for more information on how we collect, use, and protect your data.

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JURISDICTION AND GOVERNING LAW

21.    This agreement shall be governed by and construed in accordance with the laws of Scotland. Any legal actions or proceedings arising out of or in connection with this agreement shall be brought in the courts of Scotland, and the parties hereby consent to the exclusive jurisdiction of these courts.

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On behalf of Arcane Footwear Technology Ltd:

Name:    ABDUL WAHEED

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Designation:    CEO

Signature: