Cross-Border Professional Services Agreement (England & Wales / UAE Mainland)

Services

From the Service Start Date, the Provider must provide the Services at the Service Locations with reasonable skill, care and diligence, in accordance with this agreement and any agreed statement of work. The Provider must provide the Deliverables described for the Services and comply with reasonable written Customer policies notified in advance, to the extent they are applicable to suppliers, lawful and do not materially conflict with this agreement.

The Provider may use subcontractors to perform the Services only with the Customer's prior written permission, except that the Provider may use its Affiliates without that prior permission. The Provider remains responsible for all acts and omissions of its subcontractors, for ensuring their compliance with this agreement and any agreed statement of work, and for making all payments owed to them.

Each party must identify in each agreed statement of work a Project Lead with responsibility and authority to act as its principal operational contact and decision-maker, and an Escalation Lead with more senior authority. The Provider's Project Lead must give regular status updates to the Customer's Project Lead, including on delivery dates and other agreed timeframes. If either party believes the other has failed to perform a required action or the parties disagree about acceptance, a change request or another operational process, the Project Leads must meet and discuss the issue in good faith. If unresolved within 10 days, either party may require the Escalation Leads to meet within 10 days and use reasonable good-faith efforts to resolve it.

Neither party is required to perform a change to the Services, Deliverables, timetable or Fees unless the parties agree the change in writing, including its effect on scope, charges, timing, assumptions and responsibilities. The Provider may continue to perform the unchanged Services while a proposed change is being considered.

The Customer must provide the Customer Dependencies. If a Customer Dependency is delayed or incomplete, the Provider is entitled to a reasonable extension of time and, where it incurs demonstrable additional cost, an equitable adjustment to the Fees, provided it promptly notifies the Customer and takes reasonable steps to mitigate the effect.

Acceptance

The Customer must, within the Acceptance Period after delivery, either accept a Deliverable or give the Provider a written notice identifying material non-conformities with the agreed requirements in reasonable detail. The Provider must promptly remedy properly notified non-conformities. A Deliverable is accepted when the Customer accepts it in writing, uses it in production other than for testing, or does not give a valid rejection notice within the Acceptance Period. Acceptance does not waive latent defects or the Provider's warranty obligations.

Fees and Payment

The Customer must pay the Fees in the Fee Currency in accordance with the agreed invoicing milestones or, if none, monthly in arrears. The Provider may invoice only for properly performed Services and accepted Deliverables where acceptance applies. The Customer must pay each valid undisputed invoice within the Payment Period. It may withhold a genuinely disputed amount if it notifies the Provider promptly with reasons, but must pay the undisputed balance when due.

Exchange-rate Allocation applies to every conversion, bank charge and payment-related currency risk. Tax Allocation applies to taxes, duties, levies and similar governmental charges. Where the Customer is required by law to make a withholding, it may do so only to the extent required, must promptly give the Provider evidence of payment and reasonable assistance to obtain available relief or credit, and the parties must cooperate in good faith to reduce the withholding lawfully. Neither party is required to increase a payment for withholding unless Tax Allocation expressly provides for that result.

Interest accrues on an undisputed overdue amount from its due date until payment at the Late Payment Interest Rate, calculated daily, or the maximum lawful rate if lower. Payment of interest does not limit any other remedy for non-payment.

Status and Personnel

The Provider acts as an independent contractor. Nothing creates employment, worker, partnership, fiduciary, joint-venture, agency or representative relationship between the parties. Neither party may bind the other, make commitments in its name, hold itself out as having authority to do so, or maintain a branch, office or other establishment for the other.

Permanent-establishment Allocation governs responsibility between the parties for taxes, penalties, interest and reasonable external professional costs arising from a permanent establishment, taxable presence or similar nexus created by performance of the Services. Each party must promptly notify the other of a material risk, cooperate to mitigate it lawfully, and not take actions that knowingly increase the other party's risk.

The Provider is responsible for its personnel, including their selection, direction, remuneration, taxes, social-security contributions, employment rights, work permits, visas and immigration compliance, except to the extent the Customer has expressly agreed in writing to provide local sponsorship or documentation. The Customer may require removal of personnel for reasonable security, misconduct or legal-compliance concerns; the Provider must use reasonable efforts to provide suitable replacements without material disruption.

Intellectual Property

On payment of all Fees due for the relevant Deliverables, the Provider assigns to the Customer all right, title and interest in intellectual-property rights created specifically for the Customer in those Deliverables, excluding Provider Background IP. The Provider retains Provider Background IP and grants the Customer a perpetual, worldwide, non-exclusive, royalty-free, transferable licence, with a right to sublicense to its group and service providers, to use, copy, modify and exploit that Provider Background IP only as incorporated in or necessary to use the Deliverables for the Purpose. The Provider must obtain from its personnel and subcontractors rights sufficient to give effect to this clause and must procure legally effective waivers of moral rights to the extent permitted by law.

"Provider Background IP" means intellectual-property rights, materials, tools, methods, software, templates, know-how and improvements owned or developed by the Provider independently of the Services, including generic skills and ideas, but excluding Customer Confidential Information and material created specifically for the Customer where the Intellectual Property clause assigns it.

The Customer may, but is not required to, give the Provider feedback about the Services or related offerings, and gives any feedback "AS IS". The Provider may use that feedback without restriction or obligation. The Provider may collect and analyse usage data about the provision, use and performance of the Services and may use it to maintain, improve and enhance its products and services. The Provider may share usage data with others only if it is aggregated and does not identify the Customer.

The Provider may incorporate third-party materials into Deliverables only if agreed in an applicable statement of work and authorised by the Customer in writing. The Provider is responsible for obtaining all rights, licences, consents, approvals and authorisations necessary for third-party materials it procures and incorporates, including rights sufficient to give the Customer the rights in the Deliverables granted by this agreement. The Customer is responsible for obtaining corresponding rights for third-party materials it procures, and the Provider must reasonably assist the Customer in obtaining rights for materials the Provider recommends but the Customer procures.

If third-party materials incorporated in a Deliverable include Open Source, the Provider must list each item, including other code incorporated in it, and provide complete related licence and copyright-attribution information. Unless an agreed statement of work expressly identifies a particular exception, the Provider must not incorporate into or include with any Deliverable Open Source subject to a Copyleft Licence. The Customer's licence to use Open Source is the applicable Open Source licence to the extent that licence requires.

The Provider 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.

The Provider may access and use Customer systems only to the extent expressly authorised by the Customer in writing, necessary to provide the Services, and in strict accordance with applicable time limits, identified-personnel restrictions, access controls, Customer policies and instructions. The Provider may access Customer facilities only to provide the Services and in strict accordance with Customer policies and instructions. The Provider is solely liable for its and its personnel's and subcontractors' acts and omissions at Customer facilities, including personal injury or property damage. The Provider must maintain adequate personnel, security and operational measures to ensure it does not impair the security, integrity or availability of Customer materials, systems or facilities and, on request, timely provide reasonable supporting documentation or third-party audit reports to verify compliance.

Confidentiality

Each party must keep the other party's Confidential Information confidential and use it only to perform or receive the Services. It may disclose Confidential Information to its group, professional advisers, auditors, insurers, financiers and personnel or subcontractors who need to know it and are bound by confidentiality obligations no less protective than this clause, or where required by law, court or regulator after giving prior notice where lawful. Confidential Information does not include information the recipient can demonstrate is public other than through breach, already lawfully known, independently developed without use of the information, or lawfully received without confidentiality duty. On request or termination, the recipient must return or securely destroy Confidential Information, except for routine backups and records required by law. This clause continues for five years after termination, and for trade secrets while they remain trade secrets.

Data Protection

Each party must comply with applicable data-protection law. Where the Provider processes personal data for the Customer, it may process that data only on documented instructions, for the Data Processing Details, and must implement appropriate technical and organisational measures; ensure authorised persons are bound by confidentiality; assist the Customer, taking account of the nature of processing, with data-subject requests, security, impact assessments and regulator consultations; notify the Customer without undue delay of a personal-data breach; use subprocessors only with prior written authorisation or general written authorisation subject to advance notice and an opportunity to object; impose equivalent obligations on each subprocessor; and return or delete personal data at the Customer's choice at termination unless law requires retention. The parties must enter into any further data-processing terms required by applicable law.

Neither party may transfer personal data internationally unless the transfer is lawful under applicable data-protection law. The parties must use the Data Transfer Mechanism and complete any required transfer assessment, supplementary measures, regulator filing or local contractual terms. They must account for applicable UK transfer rules, EU or UK adequacy rules, UAE federal requirements, DIFC and ADGM requirements, and applicable US state privacy law, in each case only to the extent applicable.

Compliance

Each party must comply with applicable export-control, trade-sanctions, anti-boycott and customs laws. Neither party must require the other to perform an obligation that would breach those laws. The Provider must not provide the Services or Deliverables to a prohibited person, country or end use, and the Customer must not export, re-export, transfer or use them in breach of applicable restrictions. A party may suspend affected performance immediately where reasonably necessary for compliance and must notify the other promptly where lawful.

Each party must comply with applicable anti-bribery, anti-corruption, anti-money-laundering and books-and-records laws, including the UK Bribery Act 2010 where applicable. Neither party may offer, give, request or accept an improper advantage in connection with this agreement. Each must maintain proportionate policies and controls, keep accurate records, and promptly notify the other of a credible suspected breach affecting the Services. A material breach of this clause is incapable of remedy for the purpose of the Term and Termination clause.

Warranties

The Provider warrants that it has authority to enter into and perform this agreement, will perform the Services with reasonable skill and care, and that Deliverables will materially conform to agreed requirements for 90 days after acceptance. The Customer's exclusive remedy for breach of the Deliverables warranty is re-performance or repair within a reasonable time, and, if that is not commercially practicable, a proportionate refund of the Fees paid for the affected Deliverable. Except as expressly stated, all warranties, conditions and terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

The Provider warrants that no pending or threatened claim, regulatory proceeding, lawsuit or other legal action relating to the Provider, Services or Deliverables could materially affect either party's ability to perform its obligations, exercise its rights or expose it to liability under this agreement. The Provider must immediately notify the Customer if it becomes aware of such an actual or threatened action.

The Provider warrants that the Services and all Deliverables are free of viruses, malicious code and features enabling disabling, timing out, remote monitoring or collection of data that are not expressly disclosed in the agreed requirements.

Insurance

The Provider must maintain the Insurance Requirements with reputable insurers for the Initial Term and for any period required by applicable law. On reasonable written request, it must provide certificates or other reasonable evidence of cover. Insurance does not limit the Provider's liability.

Liability

Neither party is liable for loss of profit, revenue, business, goodwill, anticipated savings, data, or for indirect or consequential loss, in each case whether direct or indirect, except to the extent a loss is payable to a third party under an indemnity. Subject to liability that cannot lawfully be limited or excluded, each party's aggregate liability arising out of or in connection with this agreement is limited to the Liability Cap. The cap does not apply to fraud, fraudulent misrepresentation, death or personal injury caused by negligence, deliberate default, payment of Fees, or breach of confidentiality, data-protection or intellectual-property obligations, each to the extent limitation is prohibited by law.

Indemnities

The Provider must indemnify the Customer against finally awarded third-party claims that the unmodified Deliverables infringe that third party's intellectual-property rights, and the Customer must indemnify the Provider against finally awarded third-party claims arising from Customer materials or instructions. The indemnified party must promptly notify the indemnifying party, give it sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying party's cost. The indemnifying party may not settle a claim admitting liability or imposing a non-monetary obligation on the indemnified party without consent. For an infringement claim, the Provider may procure a right to use, modify or replace the affected item, or terminate the affected Services and refund the unused prepaid Fees for them. This clause does not apply to combinations, modifications or uses not supplied or authorised by the indemnifying party.

Term and Termination

This agreement begins on the Service Start Date and continues for the Initial Term, then renews for successive one-year periods unless either party gives at least 60 days' written notice before the end of the current term. Either party may terminate immediately by written notice if the other materially breaches this agreement and, where the breach is capable of remedy, fails to remedy it within 30 days after written notice; becomes insolvent or ceases substantial business; or breaches the Compliance clause. Either party may terminate for convenience on 60 days' written notice, but the Customer must pay Fees for Services properly performed and non-cancellable commitments properly incurred before termination. Where this agreement is governed by UAE federal law, if the Customer ends this agreement under this clause before the work is complete, the Provider keeps any right it has under Article 836 of the Civil Transactions Law (Federal Decree-Law No. 25 of 2025) to compensation for the expenses it has incurred, the work it has done and the profit it would have made by completing the work, although a court may reduce the lost-profit part where fair, in particular by what the Provider saved, or earned by using its time elsewhere, because of the termination; amounts paid under this agreement because of the termination count towards that compensation.

Termination does not affect accrued rights, payment obligations or clauses intended to survive, including Intellectual Property, Confidentiality, Data Protection, Compliance, Warranties, Liability, Indemnities, Notices, Governing Law and Disputes. Each party must return the other's property on request. The Provider must provide reasonable transition assistance for the Exit Assistance Period at the Fees or, if none apply, at mutually agreed reasonable rates, provided the Customer requests it before termination.

On termination, the Provider must cease providing the Services and promptly deliver to the Customer all Deliverables in whatever state of completion, and return or, at the Customer's direction, destroy all Customer materials and other Customer Confidential Information.

Notwithstanding any return or destruction obligation, a recipient may retain the discloser's Confidential Information in accordance with its standard backup or record-retention policies maintained in the ordinary course of business or as required by applicable law, provided that the confidentiality and data-protection obligations in this agreement continue to apply to retained Confidential Information.

Force Majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control, excluding payment obligations, lack of funds, and failures of its subcontractors unless caused by such an event. The affected party must promptly notify the other, mitigate the effects and resume performance as soon as reasonably practicable. If the event continues for 60 days and substantially prevents performance, either party may terminate the affected Services on written notice without liability other than accrued obligations.

Notices and Language

A notice under this agreement must be in writing and delivered by hand, reputable international courier or email to the Customer at [TO BE CONFIRMED — Customer notice address and email] or the Provider at [TO BE CONFIRMED — Provider notice address and email], or to a replacement address notified in accordance with this clause. A notice is received when delivered by hand, when courier delivery is recorded, or when an email is sent without an automated failure message, except that an email sent outside the recipient's business hours is received at 9.00 am on its next business day. The Contract Language is the controlling language of this agreement. If an Arabic translation is prepared for UAE use, it is for convenience unless mandatory law requires Arabic to prevail.

Local Law and Formalities

Each party must comply with mandatory law applicable to it or performance in the relevant territory. The parties intend that this agreement is a services contract and not a commercial agency, distributorship, franchise or arrangement for registration under UAE commercial-agency law; neither party has exclusivity or authority to represent the other except as expressly agreed in writing. The parties must cooperate in good faith to complete the Notarisation Requirement where required for validity, regulatory filing or enforcement, but neither party is obliged to alter the agreed commercial allocation solely to obtain a formality.

General

Neither party may assign, transfer or subcontract this agreement or its rights or obligations without the other party's prior written consent, not to be unreasonably withheld or delayed, except that either party may assign it to a group company or successor in connection with a merger, reorganisation or sale of substantially all relevant assets on written notice. The Provider remains responsible for its subcontractors' acts and omissions.

A Customer Affiliate may enter into an agreed statement of work with the Provider, creating a separate agreement between that Affiliate and the Provider that incorporates this agreement with that Affiliate treated as the Customer. Neither the Customer nor a Customer Affiliate has rights under another such separate agreement, and breach or termination of one does not affect another.

This agreement and each agreed statement of work are the entire agreement about their subject matter and supersede prior discussions and arrangements. A variation is effective only if in writing and signed by authorised representatives of both parties. A waiver is effective only in writing and only for the stated purpose. If a provision is invalid or unenforceable, it must be modified to the minimum extent necessary or severed, and the remainder continues. A person who is not a party has no right to enforce this agreement except where mandatory law provides otherwise.

Neither party may publicly announce the existence of this agreement or any agreed statement of work without the other party's prior written approval.

Governing Law and Disputes

This agreement and any non-contractual obligations arising from it are governed by the Governing Law. The parties must first attempt in good faith to resolve a dispute through senior representatives. If unresolved within 30 days, the Dispute Forum applies. Where the Dispute Forum is arbitration, the dispute is finally resolved under the Arbitration Rules by one arbitrator, the seat is the Arbitration Seat, and the language is the Contract Language. Where the Dispute Forum is courts of Customer's country or courts of Provider's country, the courts of that country have exclusive jurisdiction.

Each party irrevocably agrees that a final judgment of a competent court or a final arbitral award may be recognised and enforced against it in any jurisdiction where it or its assets are located, subject to mandatory law and applicable recognition and enforcement procedures. Nothing in this agreement prevents either party from seeking urgent interim, conservatory or injunctive relief from a court of competent jurisdiction.

General

This agreement may be executed in counterparts, each of which is an original and together form one instrument. Delivery by electronic signature, electronic copy or electronic transmission is effective, subject to mandatory law and the Notarisation Requirement.