International Consultancy Agreement

Interpretation

Where a party is an individual, "it", "its" and "itself" refer to that individual; a reference to a party's officers, board, constitutional documents or being duly incorporated or organised applies only to a party that is a body corporate or other entity; and a reference to a party becoming insolvent includes, for an individual, being made bankrupt or becoming subject to any equivalent procedure in any jurisdiction.

Services

The Consultant will provide the Services for the Purpose during the Term in accordance with the Service Standard. The Consultant will provide the Deliverables, if any, in the form and by the times reasonably agreed by the parties.

The Client will provide timely access to the information, systems, personnel, decisions and approvals reasonably needed for the Consultant to perform the Services. The Consultant is not responsible for delay or additional cost caused by the Client's failure to do so.

Within a reasonable time after receiving a Deliverable, the Client will either accept it or give the Consultant written reasons why it does not materially conform to the agreed requirements. The Consultant will promptly correct a substantiated non-conformity. A Deliverable is accepted when the Client confirms acceptance or uses it in production, other than for testing.

Fees and Payment

The Client will pay the Fees in the Currency in accordance with the Fee Basis. The Consultant will invoice at the Invoicing Frequency. The Client will pay each valid undisputed invoice within the Payment Period. If the Client disputes an invoice in good faith, it will promptly explain the dispute and pay the undisputed amount by the due date.

The Consultant may charge Late Payment Interest on an overdue undisputed amount, to the extent permitted by applicable law, from its due date until payment.

The Expense Policy applies to expenses incurred in providing the Services. The Tax Treatment applies to the Fees and payments under this agreement. Each party will provide reasonable documentation needed for the other party to comply with applicable tax law.

Independent Contractor

The Consultant acts as an independent contractor and not as the Client's employee, worker, agent, partner or joint venturer. Neither party may bind the other or incur obligations for it without that party's prior written authority. The Consultant is responsible for its personnel and for taxes, social-security contributions and other obligations arising from its engagement, except as applicable law requires otherwise.

Intellectual Property

Each party retains ownership of intellectual property it owned or developed independently of this agreement. On full payment of the Fees, the Consultant assigns to the Client the intellectual property rights in the Work Product created specifically for the Client, excluding the Consultant's pre-existing materials, tools, methods, know-how and reusable components. The Consultant grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use those excluded items as incorporated in the Work Product for the Client's internal business purposes.

Confidentiality

Each party will protect the other party's confidential information using at least reasonable care, use it only to perform or receive the Services, and disclose it only to personnel and advisers who need to know it and are bound by equivalent confidentiality obligations. This does not apply to information that the receiving party can show is public through no breach, already lawfully known, independently developed, or lawfully received without restriction. A receiving party may disclose confidential information where law requires it, if it gives prior notice where legally permitted. These obligations continue for the Confidentiality Period.

Data Protection

Each party will comply with applicable data-protection law when processing personal data under this agreement. The parties will comply with the Data Processing Details and will put in place any further data-processing or international-transfer terms required by applicable law. The Consultant will implement appropriate technical and organisational measures and notify the Client without undue delay after becoming aware of a personal-data breach affecting personal data processed for the Client.

Compliance

Each party will comply with applicable anti-bribery, anti-corruption, sanctions, export-control and modern-slavery laws in connection with this agreement. Neither party will require the other to act in a way that would breach those laws.

Insurance

The Consultant will maintain the Insurance Requirement during the Term and provide reasonable evidence of it on request.

Liability

Neither party is liable to the other for lost profit, lost revenue, loss of opportunity, loss of goodwill, or indirect or consequential loss. Subject to liability that cannot lawfully be excluded or limited, each party's total liability arising out of or in connection with this agreement is limited to the Liability Cap.

Term and Termination

This agreement begins on the Commencement Date and continues for the Term unless ended earlier under this clause. Either party may terminate it for convenience by giving the other party the Termination Notice Period. Either party may terminate immediately by written notice if the other party commits a material breach and, where the breach can be remedied, fails to remedy it within a reasonable time after written notice requiring remedy, or becomes insolvent to the extent applicable law permits.

If the Consultant is an individual, this agreement ends automatically on the Consultant's death, and the Client may terminate it immediately by written notice if the Consultant is unable through illness, injury or incapacity to provide the Services for more than 30 consecutive days.

On termination or expiry, the Client will pay the Consultant for Services properly performed and approved expenses properly incurred up to that date. Each party will return or securely destroy the other party's confidential information on request, except for copies required by law or retained in routine backups. The following will continue after termination or expiry: the Interpretation, Intellectual Property, Confidentiality, Liability, Notices, General and Governing Law and Disputes clauses; the Fees and Payment clause as to amounts accrued; the Independent Contractor clause as it allocates responsibility for taxes; the Data Protection clause where this agreement includes it; and any other provision intended by its nature to continue.

Notices

A notice under this agreement must be in writing and sent to the relevant party using the Notice Details, or any replacement details notified in writing. A notice sent by email is received when no delivery-failure message is received; a notice sent by courier is received on recorded delivery. This clause does not apply to service of court proceedings where applicable law requires another method.

General

This agreement is the entire agreement between the parties about its subject matter and supersedes prior discussions and arrangements about it. A change is effective only if agreed in writing by both parties. Neither party may assign or transfer this agreement without the other party's prior written consent, except to a successor in connection with a merger, reorganisation or transfer of substantially all relevant business or assets. If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the rest will continue. A person who is not a party has no right to enforce this agreement unless applicable law requires otherwise.

Governing Law and Disputes

The Governing Law governs this agreement and any non-contractual obligations arising out of or in connection with it. The parties will first try in good faith to resolve a dispute through senior representatives. If they do not resolve it, the Dispute Forum has exclusive jurisdiction, except that either party may seek urgent interim relief from any court with jurisdiction. The Contract Language is the controlling language of this agreement.