International Statement of Work

Master Agreement

This agreement is made under the Master Agreement and forms part of it, and the terms of the Master Agreement apply to it. If there is a conflict between this agreement and the Master Agreement, the order-of-precedence provision of the Master Agreement applies or, if it has none, the Master Agreement prevails unless this agreement expressly identifies the provision of the Master Agreement that it changes and states that it prevails, in which case the change applies to this agreement only. The Liability clause, the Intellectual Property clause, the Confidentiality clause and the Governing Law and Disputes clause of this agreement apply only where there is no Master Agreement; where there is one, the corresponding provisions of the Master Agreement apply instead.

Services

The Supplier will perform the Services with reasonable skill and care, in accordance with this agreement, and will provide the Deliverables. The Supplier will use personnel with appropriate skills and experience and remains responsible for their acts and omissions.

Term and Timetable

This agreement starts on the Start Date and continues until the Services are completed, unless ended earlier under the Termination clause. The Supplier will perform the Services in accordance with the Milestones, if any, and will promptly notify the Customer of any material anticipated delay.

Customer Responsibilities

The Customer will provide timely access, decisions, information, systems, premises, personnel, and other cooperation reasonably needed for the Services, including the Customer Dependencies. The Supplier will promptly notify the Customer if a Customer Dependency is missing, inaccurate, or delayed. The parties will agree any reasonable resulting change to the timetable, Fees, or scope through the Change Control clause.

Acceptance

The Customer will test each Deliverable against the Acceptance Criteria during the Acceptance Period after delivery. It will either accept the Deliverable or give a written rejection describing each material failure to meet the Acceptance Criteria. The Supplier will correct a valid rejection within a reasonable time and resubmit the Deliverable. A Deliverable is accepted when the Customer confirms acceptance in writing or, if the Customer neither rejects it with the required detail nor identifies a material failure during the Acceptance Period, at the end of that period.

Fees and Invoicing

The Customer will pay the Fees in the Currency in accordance with the Fee Basis. The Supplier may invoice in accordance with the agreed payment milestones or, if none are stated, monthly in arrears for Services performed. The Customer will pay each undisputed valid invoice within the Payment Terms. It may withhold only a genuinely disputed amount and will promptly explain the dispute and pay the undisputed balance.

Expenses

The Customer will reimburse only the Supplier's reasonable, properly documented out-of-pocket expenses that are permitted by the Expense Policy. The Supplier will obtain the Customer's written approval before incurring any expense that requires approval under the Expense Policy.

Taxes

The Fees are exclusive of taxes on sales, use, value added, goods and services, or similar transaction taxes. The Customer will pay those taxes properly chargeable on the supply, except taxes based on the Supplier's net income. If the Customer must withhold tax from a payment, it will provide reasonable evidence of the withholding and cooperate with the Supplier to obtain available relief or credit.

Fees and Invoicing

If an undisputed amount remains unpaid after the Payment Terms, the Supplier may charge interest at the lower of 1% per month and the maximum rate permitted by law, from the due date until payment. After giving at least 10 business days' written notice, the Supplier may suspend affected Services while that amount remains unpaid.

Change Control

Either party may request a change to the Services, Deliverables, Milestones, Fees, or other terms. Before work on a requested change begins, the parties will agree in writing its effect on scope, timetable, Fees, assumptions, and other affected terms. Until then, the Supplier will continue to perform the agreed Services. The Customer's change contact is [TO BE CONFIRMED — Customer change contact] and the Supplier's change contact is [TO BE CONFIRMED — Supplier change contact].

Intellectual Property

Each party retains ownership of intellectual property it owned or developed independently of this agreement. The Customer grants the Supplier a non-exclusive, non-transferable, royalty-free licence during the term to use Customer materials solely as necessary to perform the Services.

On payment in full of the Fees due for the relevant Deliverables, the Supplier assigns to the Customer all intellectual property rights in those Deliverables created specifically for the Customer under this agreement, excluding Supplier Materials. The Supplier grants the Customer a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy, modify, and permit its affiliates and service providers to use Supplier Materials incorporated in a Deliverable, but only as necessary to use that Deliverable for the Purpose.

The Supplier warrants that, to its knowledge, the Deliverables as supplied by it will not infringe a third party's intellectual property rights. If a claim arises, the Supplier may procure the right for the Customer to continue using the affected Deliverable, modify or replace it so that it is non-infringing without material loss of function, or terminate the affected Services and refund the Fees paid for the affected Deliverable less a reasonable amount for the Customer's use. This clause does not apply to a claim caused by Customer materials, Customer instructions, unauthorised modification, or use contrary to this agreement.

Confidentiality

Each party will protect the other party's Confidential Information using at least reasonable care and will use it only to perform or receive the Services. It may disclose Confidential Information to its affiliates, personnel, professional advisers, and subcontractors who need to know it and are bound by confidentiality obligations no less protective than this clause. Confidential Information does not include information the recipient can show was lawfully known without restriction, becomes public without breach, is independently developed, or is lawfully obtained from a third party without restriction. A recipient may disclose Confidential Information where required by law, after giving prior notice where legally permitted.

Data Protection

Each party will comply with applicable data-protection law in relation to personal data processed under this agreement. The Personal Data Processing Details describe the processing contemplated by the parties. Where the Supplier processes personal data for the Customer as processor, it will process that data only on documented instructions from the Customer, apply appropriate technical and organisational measures, assist the Customer as reasonably required to meet applicable legal obligations, and ensure that authorised persons are subject to confidentiality. The parties will enter into any further data-processing terms or transfer mechanism required by applicable law.

Compliance

Each party will comply with laws applicable to its performance under this agreement, including applicable anti-bribery, anti-corruption, sanctions, and export-control laws. Neither party will require the other to take an action that would breach those laws.

Subcontracting

The Supplier may use subcontractors to perform the Services, provided that it remains responsible for their performance and ensures they are bound by obligations consistent with the Confidentiality and Data Protection clauses.

Warranties

Each party warrants that it has authority to enter into this agreement. The Supplier warrants that it will perform the Services with reasonable skill and care. Except as expressly stated in this agreement, all warranties, conditions, and representations are excluded to the fullest extent permitted by law.

Liability

Neither party excludes or limits liability that cannot lawfully be excluded or limited. Subject to that, neither party is liable for indirect, special, incidental, punitive, or consequential loss, or for loss of profit, revenue, business, goodwill, or anticipated savings. Each party's total liability arising out of or in connection with this agreement is limited to the Liability Cap.

Insurance

The Supplier will maintain the insurance required by the Insurance Requirements during the term and will provide reasonable evidence of that insurance on request.

Force Majeure

Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control, excluding an obligation to pay money. The affected party will promptly notify the other party, take reasonable steps to reduce the effect, and resume performance as soon as reasonably practicable. If the event continues for more than 60 days and materially prevents performance, either party may terminate the affected Services by written notice.

Termination

Either party may terminate this agreement by written notice if the other party commits a material breach and does not remedy that breach within 30 days after receiving written notice requiring it to do so. Either party may terminate immediately by written notice if the other party becomes insolvent, enters liquidation, or ceases or threatens to cease carrying on business, except where mandatory law provides otherwise.

Either party may terminate this agreement for convenience by giving 30 days' written notice to the other party.

On termination, the Customer will pay the Supplier for Services properly performed and approved non-cancellable commitments properly incurred up to the termination date. Each party will return or securely destroy the other party's Confidential Information on request, subject to legal retention requirements. Clauses intended by their nature to continue, including payment, intellectual property, confidentiality, data protection, liability, dispute resolution, and this clause, will survive termination.

Transition Assistance

On expiry or termination, the Supplier will provide reasonable transition assistance requested by the Customer for the Transition Period, at the rates included in the Fees or, if none apply, at the Supplier's then-current reasonable rates. The Supplier is not required to provide assistance that would breach law, third-party obligations, or its confidentiality duties.

General

The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, fiduciary relationship, employment relationship, or authority for either party to bind the other.

Neither party may assign or transfer this agreement without the other party's prior written consent, not to be unreasonably withheld or delayed, except that either party may assign it to an affiliate or in connection with a merger, reorganisation, or sale of all or substantially all of its relevant business or assets, on written notice to the other party.

A notice under this agreement must be in writing and delivered by hand, reputable international courier, or email to the recipient's address or email address last notified for notices. A notice is received when delivered, or for email, when no delivery-failure message is received, provided that a notice of termination must also be sent by hand or courier.

This agreement is the entire agreement between the parties concerning its subject matter and replaces prior discussions and understandings concerning that subject matter, except that it does not replace or vary any master services agreement between the parties under which it is made, other than as this agreement expressly provides. Any amendment must be in writing and signed by authorised representatives of both parties.

Governing Law and Disputes

Before starting formal proceedings, the parties will try in good faith to resolve a dispute through escalation between authorised senior representatives. This agreement and any non-contractual obligations arising from it are governed by the Governing Law. The courts specified in the Dispute Forum have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement.