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MedTech Expert Ltd

Respondent Payment Undertaking

This Undertaking is given by MedTech Expert Ltd and is contractually binding on it. It is incorporated into every research engagement the Company enters into with a Participant.

Version 1.0 · Effective 20 August 2026

medtech-expert.com/payment-policy

Registered in England and Wales, company number 16569584

Registered office: Old Wheelright Cottage, Bruton, Somerset, BA4 6NP

Background

(A)MedTech Expert Ltd (the “Company”) conducts independent healthcare market research and engages healthcare professionals and other individuals (each a “Participant”) to take part in research sessions.

(B)It is common practice in the healthcare market research industry for honoraria to be paid to Participants between 30 and 90 days after a research session, typically because the research agency defers payment until it has itself been paid by its client.

(C)The Company considers that practice to be a failure of process rather than a necessary feature of the industry, and wishes to bind itself contractually, and not merely as a statement of intent, to a defined payment deadline.

(D)This Undertaking sets out the terms on which the Company is obliged to pay Honoraria, the conditions on which that obligation depends, and the sum the Company must pay a Participant if it fails to meet that obligation.

Defined terms

“Business Day”	any day other than a Saturday, Sunday, or a day which is a bank holiday in England and Wales
“Business Hours”	09:00 to 17:30 on a Business Day
“Conditions Precedent”	the conditions set out in clause 4.1
“Honorarium”	the sum stated in the Invitation as payable to the Participant for attending and completing a Session, determined by reference to fair market value for the Participant’s profession and specialty, the duration of the Session and the preparation required
“Invitation”	the written invitation issued by the Company to a Participant in respect of a Study, stating the Honorarium, the format and the expected duration of the Session
“Late Payment Sum”	the sum calculated in accordance with clause 8.1
“Participant”	an individual who accepts an Invitation and completes a Session
“Pay, Paid and Payment”	as defined in clause 6.1
“Payment Deadline”	17:30 on the first Business Day following the Trigger Time
“Payment Details”	complete and accurate details sufficient to enable the Company to transmit the Honorarium to the Participant by the Participant’s stated method, together with any documentation the Company is required by law to obtain before making Payment
“Session”	the interview, group discussion, survey or other research activity described in the Invitation
“Study”	a research project conducted by the Company
“Trigger Time”	the time at which the last of the Conditions Precedent is satisfied, subject to clause 5.2
“Validation”	the checks described in clause 7.1

Operative provisions

1.Definitions and interpretation

1.1The definitions set out in the table above apply in this Undertaking.

1.2Clause headings do not affect the interpretation of this Undertaking.

1.3References to a time of day are to United Kingdom local time.

1.4“Including”, “in particular” and similar expressions are illustrative and do not limit the words preceding them.

1.5A reference to legislation is a reference to it as amended, extended or re-enacted from time to time.

2.Incorporation and application

2.1This Undertaking forms part of the agreement between the Company and the Participant in respect of each Session and is incorporated into every Invitation by reference.

2.2By accepting an Invitation, the Participant accepts this Undertaking in the version in force at the date of that acceptance.

2.3This Undertaking applies to every Study conducted by the Company, in every jurisdiction in which the Company operates, and to every category of Participant, without exception.

2.4The Company’s obligations under this Undertaking are not conditional upon the Company having received payment from any client, and the Company shall not be entitled to defer Payment on that ground.

2.5The Company publishes a plain-English summary of this Undertaking. That summary is provided for convenience only, does not form part of this Undertaking, and in the event of any inconsistency this Undertaking prevails.

3.The Payment Undertaking

3.1Subject to clause 11, the Company shall Pay the Honorarium to the Participant on or before the Payment Deadline.

3.2The obligation in clause 3.1 is owed by the Company to the Participant and is enforceable by the Participant.

3.3The Participant is not required to submit an invoice, issue a demand, or take any other step in order for the obligation in clause 3.1 to arise or to be performed.

4.Conditions Precedent

4.1The obligation in clause 3.1 arises when all of the following have occurred:

4.1.1the Participant has completed the Session;

4.1.2the Session has passed Validation; and

4.1.3the Company holds the Participant’s Payment Details.

4.2Where the Participant supplies Payment Details before the Session takes place, the condition in clause 4.1.3 is satisfied at the time those details are supplied.

4.3No condition other than those set out in clause 4.1 applies to the obligation in clause 3.1.

5.Calculation of the Payment Deadline

5.1The Payment Deadline is 17:30 on the first Business Day following the Trigger Time.

5.2Where the Trigger Time falls on a day which is not a Business Day, or after 17:30 on a Business Day, the Trigger Time is deemed to occur at 09:00 on the next Business Day.

5.3By way of illustration only: where the Trigger Time is 14:00 on a Tuesday which is a Business Day, the Payment Deadline is 17:30 on the Wednesday. Where the Trigger Time is 18:00 on a Friday, the Trigger Time is deemed to occur at 09:00 on the following Monday and the Payment Deadline is 17:30 on the Tuesday.

5.4Time is of the essence in respect of the Payment Deadline.

6.Meaning of Payment

6.1The Company has Paid when it has issued an irrevocable instruction for the transfer of the Honorarium to the Participant and has released the corresponding funds.

6.2The Company does not warrant the period required for funds to be credited to the Participant’s account, that period being determined by the receiving bank or payment service provider.

6.3The Company shall notify the Participant when Payment has been made.

7.Validation

7.1Validation means checks carried out by the Company to confirm the Participant’s professional credentials, that the Participant has not previously participated in the same Study, and that the Session was completed substantially in accordance with the Invitation.

7.2The Company shall complete Validation within four Business Hours of completion of the Session.

7.3Where a Session does not initially pass Validation but is subsequently confirmed as valid, the Trigger Time shall be determined as though the Session had passed Validation on completion, and clause 8 shall apply accordingly.

8.The Late Payment Sum

8.1If the Company fails to Pay on or before the Payment Deadline, the Company shall pay the Participant £50 for each Business Day, or part of a Business Day, in the period beginning at the Payment Deadline and ending when Payment is made, subject to a maximum of £150 in respect of any one Session.

8.2The Late Payment Sum is payable automatically, without demand, notice, application or any other step by the Participant.

8.3The Late Payment Sum is a fixed amount and does not vary with the value of the Honorarium.

8.4The Late Payment Sum shall be paid in the same currency and by the same method as the Honorarium, and shall be identified separately from the Honorarium on any remittance advice.

8.5The parties acknowledge that the Company has a legitimate interest in Paying by the Payment Deadline, that the Late Payment Sum is a proportionate and genuine pre-estimate of the inconvenience and administrative burden caused to the Participant by delay, and that the Late Payment Sum is not a penalty.

9.Nature of the Late Payment Sum

9.1The Honorarium is the entire consideration payable by the Company for the Participant’s time, expertise and participation.

9.2The Late Payment Sum is not, and shall not be construed as:

9.2.1consideration for the Participant’s services or any part of them;

9.2.2remuneration, an honorarium, a bonus or an uplift of any kind;

9.2.3an increase in the value of the Honorarium; or

9.2.4an inducement to participate in any Study, or a payment capable of influencing the Participant’s clinical, prescribing or purchasing judgement.

9.3The Late Payment Sum is compensation for the Company’s failure to perform its obligation under clause 3.1 and is paid for no other purpose.

9.4The Late Payment Sum is borne by the Company. It shall not be charged or recharged to any client of the Company, and shall not be included in any calculation of fair market value.

9.5Where the Company is required to disclose payments made to a Participant, the Honorarium and the Late Payment Sum shall be disclosed separately, and the Late Payment Sum shall be described as compensation for late payment.

10.Suspension of time

10.1Time under clause 3.1 shall not run during any period in which:

10.1.1the Company does not hold complete and accurate Payment Details;

10.1.2a payment properly made in accordance with the Payment Details is rejected or returned by the receiving institution; or

10.1.3the Company has not received documentation which it is required by law to obtain before making Payment.

10.2Time resumes when the relevant circumstance is remedied. Suspension does not extinguish the obligation in clause 3.1.

10.3The Company shall notify the Participant promptly on becoming aware of any circumstance in clause 10.1 and shall specify what is required to remedy it.

11.Circumstances in which this Undertaking does not apply

11.1This Undertaking does not apply where:

11.1.1Payment would contravene applicable law, including sanctions or anti-money-laundering legislation;

11.1.2a failure of banking or payment infrastructure outside the Company’s reasonable control prevents the Company from making all payments due on the relevant day, provided the Company Pays as soon as reasonably practicable after that failure ends; or

11.1.3the Participant has provided materially false information in connection with the Session or the Payment Details.

11.2For the avoidance of doubt, none of the following falls within clause 11.1.2: a delay affecting only the Participant’s Payment; a delay arising from the Company’s own systems, processes, staffing or cash position; or a delay arising because the Company has not been paid by a client.

12.Participant obligations

12.1The Participant shall provide complete and accurate Payment Details and shall notify the Company of any change to them.

12.2The Participant is responsible for complying with any obligation owed to an employer, professional body or regulator to declare or seek approval for the receipt of an Honorarium.

12.3Save as set out in this clause 12, the Participant is under no obligation of any kind in order to have the benefit of this Undertaking.

13.Tax

13.1The Honorarium and any Late Payment Sum are paid gross, save where the Company is required by law to withhold or deduct.

13.2The Participant is responsible for accounting to the relevant authority for any tax or social security contribution arising.

13.3The Company may be required to report payments made to the Participant to a tax authority, and shall do so where required.

14.Remedies

14.1The Late Payment Sum is the Participant’s sole contractual remedy for delay in Payment.

14.2Clause 14.1 does not limit or exclude any right of the Participant under the Late Payment of Commercial Debts (Interest) Act 1998, or under any other legislation, which cannot lawfully be limited or excluded.

14.3Nothing in this Undertaking limits or excludes the Company’s liability for fraud or fraudulent misrepresentation.

15.Amendment and version control

15.1The Company may amend this Undertaking prospectively. An amendment takes effect on publication of the amended version at https://medtech-expert.com/payment-policy/ (or such other address as the Company may notify).

15.2No amendment affects a Session in respect of which an Invitation has already been accepted. The version in force at the date of acceptance continues to apply to that Session.

15.3The Company shall retain each superseded version and shall make any superseded version available to a Participant on request.

16.Third party rights

16.1A person who is not a party to the agreement into which this Undertaking is incorporated has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This does not affect any right of the Participant as a party.

17.Governing law and jurisdiction

17.1This Undertaking and any dispute arising out of or in connection with it are governed by the law of England and Wales.

17.2The courts of England and Wales have non-exclusive jurisdiction. The Participant may also bring proceedings in the courts of the country of their habitual residence where the law of that country so provides.

17.3Nothing in this Undertaking deprives the Participant of the protection of any mandatory provision of the law of the country of their habitual residence.

18.Severance

18.1If any provision of this Undertaking is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Undertaking.

Execution

Executed by MedTech Expert Ltd and given for the benefit of each Participant.

Signed for and on behalf of MedTech Expert Ltd