DIFC 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 Indemnities 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 must provide the Services with reasonable skill, care and diligence, in accordance with the Purpose, and must provide the Deliverables and meet the Milestones, if any.

The Supplier must use suitably qualified personnel and remains responsible for their acts and omissions in providing the Services.

Customer Responsibilities

The Customer must provide timely cooperation, decisions, access, information and approvals reasonably needed for the Supplier to provide the Services.

The Customer must provide the Customer Dependencies in the form and by the times reasonably required. The Supplier is not responsible for delay or failure to the extent caused by the Customer's failure to do so.

Term and Delivery

This agreement starts on the Commencement Date and continues for the Term, unless ended earlier under the Suspension and Termination clause.

The Supplier must use reasonable endeavours to meet the Milestones. A Milestone will be extended by a reasonable period to the extent a delay is caused by the Customer or a Force Majeure Event.

Fees and Payment

The Customer must pay the Fees for the Services properly provided in accordance with this agreement.

The Customer must reimburse expenses only to the extent permitted by the Expense Policy.

The Supplier may issue valid invoices at the Invoice Frequency. Each invoice must state the Services and charges to which it relates and any applicable taxes.

The Customer must pay each valid undisputed invoice within the Payment Period. If the Customer disputes an invoice in good faith, it must notify the Supplier promptly, pay the undisputed amount by the due date, and work with the Supplier to resolve the dispute.

Fees and reimbursable expenses are exclusive of taxes imposed on their supply. The Customer must pay applicable taxes properly charged by the Supplier, except taxes on the Supplier's net income.

Acceptance

The Supplier must deliver each Deliverable for acceptance. During the Acceptance Period, the Customer must either accept it or give the Supplier a written notice identifying material non-conformities with the agreed requirements.

If the Customer validly rejects a Deliverable, the Supplier must promptly correct the identified material non-conformities and resubmit it for acceptance. A Deliverable is accepted when the Customer confirms acceptance in writing or uses it in production, other than solely for testing.

Changes

Neither party is required to implement a change to the Services, Deliverables, Milestones, Fees or Term unless it is approved under the Change Control Process. The Supplier may continue performing the agreed work while a proposed change is being considered.

Intellectual Property

The Customer retains all rights in the Customer Materials and grants the Supplier a non-exclusive, non-transferable, royalty-free licence for the Term to use them only as necessary to provide the Services. The Customer warrants that this use will not infringe a third party's rights.

The Supplier retains all rights in the Supplier Background Materials. To the extent they are incorporated in a Deliverable, the Supplier grants the Customer a non-exclusive, perpetual, worldwide, royalty-free licence to use them as incorporated in that Deliverable for the Customer's internal business purposes.

On payment in full of the Fees due for the relevant Deliverable, the Supplier assigns to the Customer all intellectual property rights in that Deliverable, excluding Supplier Background Materials and third-party materials. The Supplier must execute documents reasonably required to give effect to that assignment.

Confidentiality

Each party must keep the other party's Confidential Information confidential and may use it only to perform or receive the Services. It may disclose Confidential Information only to its personnel, professional advisers and subcontractors who need to know it and are bound by confidentiality obligations no less protective than this clause, or where disclosure is required by law.

Confidential Information does not include information that the receiving party can show was lawfully known to it without restriction, is or becomes public other than through breach of this agreement, is independently developed without use of the other party's Confidential Information, or is lawfully received from a third party without restriction. These obligations continue for the Confidentiality Period.

Data Protection

Each party must comply with applicable data protection law. Where the Supplier processes personal data for the Customer, it may do so only on the Customer's documented instructions and in accordance with the Personal Data Processing Details. The parties must enter into any data processing terms required by applicable law before that processing begins.

Warranties

The Supplier warrants that, during the Warranty Period, the Services and Deliverables will materially conform to the agreed requirements. The Customer's sole remedy for breach of this warranty is for the Supplier to re-perform the affected Services or correct the affected Deliverable within a reasonable time; if it cannot do so, the Customer may recover the Fees paid for the affected part.

Except as expressly stated in this agreement and to the extent permitted by applicable law, all implied warranties, conditions and representations are excluded. Neither party warrants that the Services or Deliverables will be uninterrupted, error-free, or achieve a particular result not expressly agreed.

Indemnities

The Supplier must indemnify the Customer against finally awarded losses, damages, costs and expenses arising from a third-party claim that the Customer's authorised use of a Deliverable infringes that third party's intellectual property rights, except to the extent the claim arises from Customer Materials, Customer instructions, modification not made by the Supplier, or use contrary to this agreement.

A party seeking indemnity must promptly notify the other party of the claim, give reasonable cooperation at the indemnifying party's cost, and allow the indemnifying party sole control of the defence and settlement. The indemnifying party may not settle a claim in a way that admits liability for or imposes a non-monetary obligation on the indemnified party without its consent, not to be unreasonably withheld.

Liability

Neither party is liable to the other for loss of profit, revenue, business, anticipated savings, goodwill, or for indirect or consequential loss, in each case whether arising in contract, tort, negligence, restitution, statute or otherwise.

Subject to the Liability clause, each party's total aggregate liability arising out of or in connection with this agreement is limited to the Liability Cap. This limit does not apply to liability that cannot lawfully be limited or excluded.

Suspension and Termination

The Supplier may suspend the affected Services on written notice if an undisputed invoice remains unpaid for 10 Business Days after the Supplier gives written notice of the overdue amount, provided the suspension is reasonable and lawful.

Either party may terminate this agreement by written notice if the other party commits a material breach and fails to remedy it within 30 days after receiving written notice requiring remedy, or becomes insolvent, enters liquidation, or ceases or threatens to cease carrying on business.

Either party may terminate this agreement for convenience by giving 30 days' written notice to the other party. The Customer must pay the Fees for Services properly performed and non-cancellable commitments properly incurred up to the termination date.

On expiry or termination, the Supplier must stop providing the Services, deliver all completed and paid-for Deliverables, and return or securely delete the Customer Materials and Confidential Information if requested, except to the extent retention is required by law. Accrued rights and the Confidentiality, Intellectual Property, Liability, and Governing Law and Jurisdiction clauses continue.

Notices

A notice under this agreement must be in writing and delivered by hand, reputable courier, or email to the relevant contact details in the Notice Details. A notice is deemed received when delivered by hand, on recorded delivery by courier, or, for email, when no delivery-failure message is received before the end of the recipient's next Business Day.

General

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 in connection with a merger, reorganisation or sale of substantially all of its business or assets.

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

Neither party is liable for delay or failure caused by an event beyond its reasonable control, excluding payment obligations. The affected party must promptly notify the other party and use reasonable endeavours to reduce the effect of the event. If it continues for more than 60 days, either party may terminate the affected Services on written notice.

This agreement is the entire agreement between the parties about its subject matter and supersedes prior discussions and arrangements about 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. If any provision is unenforceable, the rest remains effective.

A person who is not a party to this agreement has no right to enforce any of its terms.

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.