Master Services Agreement

1. Services

1.1 The Provider shall provide the services described in each Statement of Work executed under this Agreement (the “Services”) with reasonable skill and care and in accordance with good industry practice.

1.2 Each Statement of Work shall set out the scope, deliverables, milestones, fees and any acceptance criteria. In the event of conflict, the Statement of Work prevails over this Agreement only where it expressly says so.

1.3 The Client shall provide such information, access and cooperation as the Provider reasonably requires to perform the Services, and the Provider is not liable for delay caused by the Client's failure to do so.

2. Fees and Payment

2.1 The Client shall pay the fees set out in the applicable Statement of Work. Unless otherwise stated, fees are exclusive of VAT and payable within thirty (30) days of the date of a valid invoice.

2.2 Late payments accrue interest at four per cent (4%) per annum above the Bank of England base rate from the due date until paid in full.

2.3 The Provider may suspend the Services on ten (10) days' written notice if any undisputed invoice remains unpaid more than fifteen (15) days after its due date.

3. Intellectual Property

3.1 All intellectual property rights in the deliverables created specifically for the Client under a Statement of Work vest in the Client on payment in full of the fees relating to that Statement of Work.

3.2 The Provider retains all rights in its pre-existing materials, tools, methodologies and know-how (“Background IP”) and grants the Client a perpetual, non-exclusive, royalty-free licence to use Background IP to the extent incorporated in the deliverables.

4. Confidentiality and Data Protection

4.1 Each Party shall keep the other's confidential information secret and use it only for the purposes of this Agreement, on terms no less protective than those of the Parties' mutual non-disclosure agreement, which is incorporated by reference.

4.2 To the extent the Provider processes personal data on behalf of the Client, the Parties shall comply with the Data Processing Addendum attached as Schedule 2.

5. Warranties and Liability

5.1 The Provider warrants that the Services will conform in all material respects to the applicable Statement of Work for ninety (90) days after delivery. The Client's sole remedy for breach of this warranty is re-performance of the non-conforming Services.

5.2 Neither Party's aggregate liability under or in connection with this Agreement in any contract year shall exceed the fees paid or payable by the Client in that year. Nothing limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be limited.

5.3 Neither Party is liable for loss of profit, loss of business, loss of data or any indirect or consequential loss.

6. Term and Termination

6.1 This Agreement commences on the Effective Date and continues for an initial term of twenty-four (24) months, renewing automatically for successive twelve (12) month periods unless either Party gives at least ninety (90) days' written notice before the end of the then-current term.

6.2 Either Party may terminate this Agreement or any Statement of Work immediately on written notice if the other commits a material breach which is not remedied within thirty (30) days of notice, or becomes insolvent.

7. General

7.1 Neither Party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld. This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions.

7.2 This Agreement is governed by the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the English courts.

Schedule: Commercial Terms