International Master Services Agreement

Services and Statements of Work

This agreement sets the terms on which the Supplier may provide services within the Services Scope for the Purpose. Neither party is committed to purchase or provide any Services unless it signs a Statement of Work.

If there is a conflict, a Statement of Work prevails over this agreement only to the extent that it expressly identifies the provision of this agreement that it changes. This agreement prevails over any purchase order or other Customer document unless both parties expressly agree otherwise in writing.

Performance

The Supplier will perform the Services with reasonable skill and care, using suitably qualified personnel and in accordance with the applicable Statement of Work. The Supplier may choose the manner and means of performance, subject to the Statement of Work and reasonable Customer site, security and safety rules notified in advance.

The Customer will provide timely access, decisions, information, systems, personnel and other cooperation reasonably required for performance. The Supplier is not responsible for delay or failure caused by the Customer's failure to do so, and the parties will agree a fair adjustment to the affected timetable and Fees.

Change Control

Either party may request a change to a Statement of Work. No change is effective unless recorded in a written change order signed by both parties, stating any effect on scope, timetable, Fees or other terms. The Supplier may continue the unchanged work while a change is being considered.

Project Governance and Escalation

Each Statement of Work will identify for each party a project lead with responsibility and authority to act as its principal contact and decision-maker, and an escalation lead with more senior authority. The Supplier’s project lead will provide regular updates to the Customer’s project lead on the status of the Services and Deliverables, including delivery dates and other timeframes in the Statement of Work. If either party believes the other has failed to perform a required action under this agreement or a Statement of Work, or the parties disagree about acceptance, a change request or another process, their project leads will meet and discuss the issue in good faith. If they do not resolve it within 10 days, either party may request a meeting of the escalation leads, who will use reasonable and good-faith efforts to resolve it within 10 days after that request. This process does not prevent either party from pursuing available remedies after the process is completed.

Acceptance

The Customer will test each Deliverable against the acceptance criteria in the relevant Statement of Work and, within the period stated there, accept it or give a written rejection describing material non-conformities. The Supplier will promptly correct confirmed non-conformities. A Deliverable is accepted when the Customer accepts it, uses it in production other than for testing, or does not reject it within that period.

Fees and Payment

The Customer will pay the fees, charges and approved expenses stated in each Statement of Work (together, the "Fees"). The Supplier may invoice as stated in that Statement of Work, or monthly in arrears if it says nothing else. The Customer will pay each undisputed valid invoice within the Payment Period.

Fees exclude taxes imposed on the supply, which the Customer will pay in addition where properly chargeable. Each party is responsible for taxes on its own income. If the Customer must withhold tax by law, it will promptly provide evidence of withholding and cooperate in seeking available relief; the parties will discuss in good faith any lawful arrangement to reduce the withholding.

If an undisputed invoice remains unpaid for 15 days after the Supplier gives written notice, the Supplier may suspend affected Services until payment is made, provided it gives reasonable notice and the suspension is proportionate. This does not limit other remedies.

Term and Termination

This agreement starts on the agreement date and continues for the Initial Term. It then renews for each Renewal Term unless either party gives at least 60 days' written notice before the end of the Initial Term or current Renewal Term that it does not wish to renew.

Either party may terminate this agreement or an affected Statement of Work immediately by written notice if the other party materially breaches it and fails to remedy the breach within 30 days after receiving written notice requiring remedy, or becomes insolvent or ceases, or threatens to cease, carrying on business.

Either party may terminate this agreement for any or no reason if there are no active Statements of Work.

If this agreement expires or is not renewed, each Statement of Work then in force continues until it is completed or ends under its own terms, and this agreement continues to apply to that Statement of Work until then. If either party terminates this agreement, each Statement of Work then in force terminates at the same time, unless the terminating party's notice states that a specified Statement of Work continues, in which case this agreement continues to apply to that Statement of Work until it ends.

Customer Termination for Convenience

Unless otherwise specified in the applicable Statement of Work, the Customer may terminate that Statement of Work for any or no reason on 30 days’ written notice to the Supplier, provided that the termination will not take effect until the Customer has paid all Fees and approved expenses incurred through the effective date of termination.

Term and Termination

On expiry or termination, each party will return or securely destroy the other party's Confidential Information on request, subject to legal retention requirements. The Customer will pay Fees for Services properly performed and unavoidable committed costs incurred up to the effective termination date. Provisions intended to survive will survive, including those on payment, intellectual property, confidentiality, liability, dispute resolution and general terms.

Except where the Supplier terminates under the termination-for-cause clause, the Supplier will issue a refund for any unearned, prepaid Fees.

Intellectual Property

Each party retains ownership of intellectual property it owned or developed independently of this agreement ("Background Materials"). Nothing transfers ownership except as expressly stated in this agreement or a Statement of Work.

The Supplier may copy, display, modify and use Customer Materials only as needed to provide the Services. The Customer is responsible for the accuracy and content of Customer Materials.

Customer Systems and Facilities

The Supplier may access and use Customer systems only to the extent expressly authorised by the Customer in a Statement of Work or other writing, as necessary to provide the Services and for no other purpose, and in strict accordance with any applicable Customer access controls, policies or instructions. The Supplier may access Customer facilities only to provide the Services and in strict accordance with Customer policies and instructions. As between the parties, the Supplier is solely liable for its acts or omissions, including those of its personnel and subcontractors, at Customer facilities, including acts or omissions resulting in personal injury or property damage. The Supplier warrants that it has adequate personnel, security and operational measures to comply with this clause and not impair the security, integrity or availability of Customer Materials, Customer systems or Customer facilities. On request, the Supplier will promptly provide documentation, third-party audit reports or other information reasonably necessary for the Customer to verify compliance.

Intellectual Property

Subject to payment of all Fees due for the relevant Deliverables, the Supplier assigns to the Customer all intellectual property rights in bespoke Deliverables created specifically for the Customer under a Statement of Work, excluding Supplier Background Materials and general skills, ideas, methods, tools and know-how. The Supplier grants the Customer a perpetual, worldwide, non-exclusive, royalty-free licence to use any Supplier Background Materials incorporated in those Deliverables as necessary to use them.

The Customer may, but is not required to, give the Supplier Feedback, which the Customer gives "AS IS". The Supplier may use Feedback freely without restriction or obligation. The Supplier may collect and analyse Usage Data and may use it to maintain, improve and enhance its products and services without restriction or obligation, but may share Usage Data with others only if it is aggregated and does not identify the Customer.

The Supplier may incorporate Third-Party Materials into Deliverables only if allowed in the applicable Statement of Work and authorised by the Customer in writing, including by email. The Supplier is responsible for obtaining all rights, licences, consents, approvals and authorisations necessary to use and incorporate Third-Party Materials procured by it and incorporated into Deliverables, including the rights necessary for the Customer to use the Deliverables under this agreement. The Customer is responsible for obtaining the corresponding rights for Third-Party Materials it procures and provides for incorporation into Deliverables.

Open Source Controls

To the extent any Third-Party Materials consist of open-source code or libraries, the Supplier will list each individual item, including other code incorporated in it, and provide complete related licence and copyright attribution information. Unless the applicable Statement of Work expressly specifies otherwise, the Supplier will not incorporate into or include with any Deliverable open-source code licensed under a licence that requires a party using, modifying or distributing the code, or code combined with or linked to it, to make source code available under that same licence. The Customer’s licence to use open-source code is the applicable open-source licence to the extent required by that licence.

Confidentiality

Each party will protect the other party's Confidential Information using at least reasonable care, use it only to perform or receive Services or exercise rights under this agreement, and disclose it only to personnel, advisers and subcontractors who need to know it and are bound by equivalent confidentiality obligations. Confidential Information does not include information the receiving party can show is public without breach, already lawfully known, independently developed, or lawfully received without restriction. A party may disclose Confidential Information where law requires, if it gives prior notice where legally permitted. These obligations continue for five years after disclosure, except for trade secrets, while they remain trade secrets.

Data Protection

Each party will comply with applicable data protection law. Where the Supplier processes personal data for the Customer, the parties will enter into an appropriate data processing schedule that states the subject matter, duration, nature and purpose of processing, data categories, data subjects, documented instructions, security measures, subprocessors, assistance, deletion or return, audit and international-transfer arrangements.

Warranties

Each party warrants that it has authority to enter into this agreement. The Supplier warrants that it will provide the Services in accordance with the Performance clause. To the fullest extent permitted by applicable law, these warranties are exclusive and all other warranties, conditions and terms, whether express, implied or statutory, are excluded.

Indemnities

The Supplier will defend the Customer against a third-party claim that the unmodified Deliverables infringe that third party's intellectual property rights, and pay damages finally awarded or agreed in settlement, provided that the Customer promptly notifies the Supplier, gives reasonable cooperation and allows the Supplier sole control of the defence and settlement. The Supplier has no liability to the extent the claim arises from Customer materials, Customer instructions, combination with items not supplied by the Supplier, or modification not made by the Supplier. The Supplier may procure a right to continue use, modify or replace the affected item, or terminate the affected Statement of Work and refund prepaid unused Fees for it.

Liability

Nothing limits liability that cannot lawfully be limited. Subject to that, neither party is liable for indirect or consequential loss, or loss of profit, revenue, business, goodwill or anticipated savings. Each party's aggregate liability arising from this agreement in any 12-month period is limited to the Fees paid or payable under the affected Statement of Work in that period. This limit does not apply to the Customer's obligation to pay Fees properly due.

Compliance

Each party will comply with applicable anti-bribery, anti-corruption, sanctions, export-control and anti-money-laundering laws in connection with this agreement. Neither party is required to perform an obligation where doing so would breach those laws; it will promptly notify the other party where legally permitted.

Subcontracting

The Supplier may use subcontractors, but remains responsible for their acts and omissions as if they were its own. The Supplier will ensure that subcontractors handling Customer Confidential Information are bound by written obligations no less protective than the Confidentiality clause.

The Supplier may use subcontractors to perform the Services only with the Customer's prior permission, but may use its affiliates to perform Services without the Customer's prior permission. If the Supplier uses subcontractors, it remains responsible for their acts and omissions, their compliance with this agreement and the applicable Statement of Work, and all payments owed to them.

Supplier Insurance

The Supplier will obtain and maintain insurance coverage in the types, amounts and duration specified in an applicable Statement of Work. If none is specified, the Supplier will obtain and maintain adequate liability insurance, including insurance relating to provision of the Services, automobile, workers’ compensation, cybersecurity, unemployment compensation, disability and other insurance required by applicable law or customary for similar service providers in the industry, including coverage for Customer Materials in the Supplier’s custody or control. On request, the Supplier will provide certificates of insurance or other evidence of coverage.

General

Neither party is liable for delay or failure caused by an event beyond its reasonable control, excluding payment obligations. The affected party will promptly notify the other, use reasonable efforts to reduce the effect, and resume performance when able. If the event continues for 60 days and materially prevents performance, either party may terminate the affected Statement of Work by written notice.

Force Majeure Refund

If a force majeure event materially adversely affects delivery of the Services for 15 or more consecutive days and either party terminates the affected Statement of Work under the Force Majeure clause, the Supplier will refund prepaid, unused Fees for the terminated portion of that Statement of Work.

General

A notice under this agreement must be in writing and delivered using the relevant party's Notice Details. A party may update its Notice Details by notice. Notices are deemed received on delivery if delivered on a business day at the recipient's location, otherwise on the next such business day. Notices concerning termination or legal proceedings must not be sent only by email.

Neither party may assign or transfer this agreement without the other party's prior written consent, not to be unreasonably withheld or delayed, except to an affiliate or as part of a merger, reorganisation or sale of all or substantially all of its relevant business, provided the assignee can perform the assigning party's obligations.

The parties are independent contractors, not agents, partners or joint venturers. Neither party is authorised to bind the other to any liability or obligation.

Neither party may publicly announce the existence of this agreement or any Statement of Work without the prior written approval of the other party.

This agreement and each Statement of Work are the entire agreement about their subject matter and replace prior discussions and arrangements. A variation or waiver must be in writing and signed by authorised representatives of both parties. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue.

This agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.

Governing Law and Disputes

This agreement and any non-contractual obligations arising from it are governed by the Governing Law. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration under the Arbitration Rules, which are incorporated by reference into this clause. The tribunal will consist of one arbitrator. The seat, or legal place, of arbitration is the Arbitration Seat, and the language of the arbitration is the Arbitration Language. Nothing prevents either party seeking urgent interim or conservatory relief from a court of competent jurisdiction.