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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.