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 Jurisdiction 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 shall provide the Services and Deliverables for the Purpose in accordance with the Specification and Project Plan, using reasonable skill and care and suitably qualified personnel.

The Customer shall provide the Customer Dependencies promptly and accurately. The Supplier is not responsible for delay or failure to the extent caused by the Customer's failure to do so, and the parties shall agree a reasonable adjustment to the Project Plan and Fees where necessary.

Service Levels

The Supplier shall meet the Service Levels. The remedies expressly stated in the Service Levels are without prejudice to the Customer's other remedies for a material breach, subject to the Liability clause.

Changes

Neither party is required to carry out a change to the Services, Deliverables, Specification, Project Plan or Customer Dependencies unless it is agreed in accordance with the Change Procedure. Until then, the Supplier shall continue to perform the agreed scope.

Acceptance

The Customer shall have the Acceptance Period after delivery to test each Deliverable against the Specification. It shall either accept it or give the Supplier a written notice identifying each material non-conformity. The Supplier shall remedy each notified non-conformity within a reasonable time and resubmit the Deliverable. A Deliverable is accepted when the Customer confirms acceptance or uses it in production, other than solely for testing. If the Customer gives no notice within the Acceptance Period, the Deliverable is deemed accepted.

Fees and Payment

The Customer shall pay the Fees in accordance with the Project Plan or, if no payment schedule is stated there, on receipt of a valid invoice. The Fees are exclusive of VAT, which the Customer shall pay where properly chargeable on receipt of a valid VAT invoice.

The Customer shall reimburse expenses only to the extent permitted by the Expense Policy and supported by reasonable evidence.

The Customer shall pay each undisputed invoice within the Payment Period. It may withhold a genuinely disputed amount if it tells the Supplier promptly why it is disputed, but shall pay the undisputed balance when due. Interest on overdue undisputed sums accrues at the statutory rate.

Intellectual Property

The Customer retains ownership of the Customer Materials and grants the Supplier a non-exclusive, non-transferable, royalty-free licence to use them only as necessary to provide the Services. The Customer warrants that such use as contemplated by this agreement will not infringe a third party's rights.

On receipt of payment in full of all Fees due for the relevant Deliverable, the Supplier assigns to the Customer with full title guarantee all intellectual property rights in that Deliverable, excluding Supplier Background Materials and any third-party materials. The Supplier shall procure written waivers of moral rights to the extent permitted by law. The Supplier grants the Customer a perpetual, worldwide, non-exclusive, royalty-free licence to use any excluded materials incorporated in the Deliverable to the extent necessary to use, maintain, modify and exploit that Deliverable for the Purpose.

The Supplier retains ownership of the Supplier Background Materials. To the extent they are incorporated in a Deliverable, the Supplier grants the Customer the licence stated in the Intellectual Property clause.

Confidentiality

Each party shall keep the other party's confidential information confidential and use it only to perform or receive the Services. It may disclose that information to its personnel, professional advisers and subcontractors who need to know it and are bound by equivalent confidentiality obligations, or where required by law or a regulator. This obligation does not apply to information that is public other than through breach, already lawfully known, independently developed, or lawfully received from a third party without a duty of confidence.

Data Protection

Each party shall comply with applicable data protection law. Where the Supplier processes personal data for the Customer as processor, it shall process that personal data only on documented instructions from the Customer and in accordance with the Data Processing Details, and the parties shall enter into any further data-processing terms required by applicable data protection law.

Warranties

The Supplier warrants that, for 30 days after acceptance, each Deliverable will materially conform to the Specification. The Customer's sole remedy for breach of this warranty is for the Supplier to repair or replace the affected Deliverable within a reasonable time or, if that is not commercially reasonable, refund the Fees paid for it.

Insurance

The Supplier shall maintain the Insurance Requirements during the term and provide reasonable evidence of cover on request.

Liability

Nothing in this agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited. Subject to that, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, contracts, goodwill or anticipated savings. Each party's total aggregate liability arising out of or in connection with this agreement is limited to the Liability Cap.

Term and Termination

This agreement starts on the Start Date and continues until the End Date unless ended earlier under this clause.

Either party may terminate this agreement immediately by written notice if the other party commits a material breach which is capable of remedy and does not remedy it within 30 days after written notice requiring it to do so, or becomes insolvent. The Customer may terminate for convenience on written notice, but shall pay the Supplier for Services properly performed and unavoidable committed costs incurred up to termination.

On termination, each party shall return or securely destroy the other party's confidential information on request, subject to legal retention requirements. The Supplier shall promptly provide the Customer with completed and paid-for Deliverables and reasonable assistance to transition the Services, chargeable at the Fees unless termination resulted from the Supplier's breach. Clauses intended by their nature to continue shall survive termination.

Non-Solicitation

Neither party shall knowingly solicit for employment any employee of the other party who was materially involved in the Services during the Non-Solicitation Period, except through a general recruitment campaign not targeted at that employee.

General

Neither party is liable for delay or failure caused by an event beyond its reasonable control, provided it promptly notifies the other party and uses reasonable endeavours to mitigate the effect. If the event continues for more than 60 days, either party may terminate this agreement on written notice.

The Supplier may subcontract performance of the Services but remains responsible for its subcontractors' acts and omissions as if they were its own.

Neither party may assign, transfer or deal with its rights or obligations under this agreement without the other party's written consent, not to be unreasonably withheld or delayed, except to an affiliate or in connection with a merger, reorganisation or sale of substantially all of its business or assets.

A notice under this agreement shall be in writing and delivered by hand, pre-paid first-class post or email to the Customer at [TO BE CONFIRMED — Customer notice address] or the Supplier at [TO BE CONFIRMED — Supplier notice address], or to any replacement address notified for this purpose. A notice is deemed received when delivered by hand, two Business Days after posting, or when the sender receives no delivery-failure message for an email sent before 5.00 pm on a Business Day; otherwise, on the next Business Day.

This agreement is the entire agreement between the parties about its subject matter and replaces prior discussions and arrangements, 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. A variation is effective only if in writing and signed by authorised representatives of both parties. No person other than a party may enforce this agreement under the Contracts (Rights of Third Parties) Act 1999. If a provision is invalid or unenforceable, the remaining provisions continue in force. A waiver is effective only if written and applies only to the specific circumstance for which it is given.

Governing Law and Jurisdiction

This agreement and any non-contractual obligations arising out of or in connection with it are governed by the Governing Law. The Courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement.