Master Services Agreement

In this Agreement, the following terms have the meanings set out below:

• "Supplier" means Netix Digital Ltd, company number 16354332, whose registered office is at Netix Digital (08-20), Earlsdon One, 53-55 Butts Rd, Coventry, CV1 3BH. "Client" means the person or organisation named as the client in the SOW.
• "Services" means the IT managed services and support described in the applicable Statement of Work ("SOW").
• "Fees" means the charges payable by the Client in GBP, excluding VAT, as set out in the SOW or Supplier price list.
• "Initial Term" means the first fixed period of a SOW, as stated in that SOW (for example, 12 months).
• "Renewal Term" means each successive period, equal in length to the Initial Term, for which a SOW renews under clause 5.1.
• "Committed Term" means the Initial Term or any Renewal Term of a SOW. A SOW stated to run month to month has no Committed Term.
• "Communications Services" means telephony (including hosted and VoIP telephony), mobile voice and data, SIMs, broadband, leased lines and any other public electronic communications service supplied under a SOW. Section 14 applies to them.
• "Effective Date" means the date of last signature of the first SOW or, if earlier, the date the Client accepts it.
• "Business Day" means a day other than a Saturday, Sunday or public holiday in England.
• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "SLA" means the Supplier's Service Level Agreement published at netix.digital/sla, as it applies to the Services in the SOW.
• "Supplier Materials" means the Supplier's pre-existing and independently developed templates, tools, scripts, software, methodologies and know-how.
• "Applicable Data Protection Laws" means the UK Data Protection Act 2018 and the UK GDPR, and any other applicable privacy legislation.
• "Confidential Information" means information disclosed by one party to the other that is marked as confidential or that a reasonable party would consider confidential, excluding information already in the public domain.

Clause headings are for convenience only and shall not affect interpretation. References to statutes include all amendments. The word "including" means "including without limitation". References to the singular include the plural and vice versa.

This is version 2026.2 of this Agreement, published in September 2026. The version published when a SOW is accepted applies to that SOW until it is updated under clause 13.3. This Agreement is published at netix.digital/msa, and the Supplier keeps a dated copy of every version, which it will send to the Client on request to [email protected].

The Supplier shall perform the Services in accordance with the SOW using reasonable skill and care. Where there is a conflict between the SOW and this Agreement, this Agreement prevails unless the SOW expressly identifies the clause of this Agreement that it varies. For Communications Services, Section 14 prevails over the rest of this Agreement and over the SOW. The Supplier shall comply with all applicable laws in the performance of the Services.

The Supplier shall ensure that personnel performing the Services are suitably qualified and experienced. Specific service levels and KPIs are set out in the applicable SOW or a separate SLA document. The Supplier may subcontract any part of the Services but shall remain fully responsible for performance.

The Client acknowledges that certain Services may incorporate or depend on third-party products, services, or software, and that third-party terms and conditions apply to such elements. Where the Supplier acts as a reseller, it passes through third-party warranties only and provides no additional warranty beyond those third-party terms.

2.4.1 Either party may request a change to the scope, schedule, or deliverables of the Services by submitting a written change request to the other party. A change request shall describe the proposed change, the reason for it, and (where applicable) the estimated impact on Fees and timelines.

2.4.2 No change to the Services shall be effective unless agreed in writing by both parties. The Supplier is not obliged to commence work on a change request until written approval and any revised Fee arrangement has been confirmed.

2.4.3 Where the Client requests urgent or emergency work outside the current SOW scope and pre-approval is not practicable, the Supplier may proceed on a time-and-materials basis at the Supplier's then-current ad-hoc rates. The Supplier shall notify the Client of the estimated cost as soon as reasonably practicable, and the Client shall confirm acceptance in writing within 5 business days.

2.4.4 The Supplier shall maintain a log of all change requests and their status, available to the Client on request.

2.5.1 The Supplier shall maintain a documented business continuity and disaster recovery plan ("BCP") appropriate to the nature of the Services. The BCP shall be reviewed and updated at least annually.

2.5.2 The Supplier shall, on reasonable written request, provide the Client with a summary of the BCP and confirm the date of the most recent review or test.

2.5.3 The Supplier's BCP obligations do not extend to the Client's own systems, infrastructure, or data except to the extent expressly included in the SOW.

2.6.1 The Supplier shall ensure that all personnel who will have access to the Client's systems, premises, or data have been subject to appropriate pre-employment checks, including verification of identity and right to work.

2.6.2 Where the SOW specifies or the Client's regulatory requirements demand enhanced vetting (including DBS checks or security clearance), the Supplier shall comply, provided the Client notifies the requirement before commencement and bears any additional cost.

The Client shall provide the Supplier with timely access to premises, equipment, systems, and personnel as reasonably required to perform the Services. The Client is responsible for the accuracy and completeness of information provided to the Supplier and shall be liable for any costs or delays arising from the Client's failure to provide such access or information.

The Client shall use the Services for lawful purposes only. The Client shall not use the Services for sending spam, conducting attacks, or engaging in any illegal activity. The Client is responsible for obtaining any software licences required for its own systems.

The Client must treat Supplier personnel with professional courtesy and respect at all times. Offensive, abusive, or threatening behaviour directed at Supplier employees, contractors, or representatives is strictly prohibited and may constitute a material breach of this Agreement.

Unless the SOW expressly includes management of Client hardware, software, or network security, the Client remains responsible for those elements. Unless backup is part of the Services, the Client is responsible for maintaining its own backups and disaster recovery arrangements, and the Supplier shall not be liable for data loss that an adequate backup would have prevented. Restoration of backups that falls outside the SOW scope is chargeable.

Unless security monitoring or incident response for the affected systems is part of the Services, the Client is responsible for losses arising from malware, phishing, or other cyber incidents, except to the extent they are caused by the Supplier's breach of this Agreement.

The Client shall comply with all applicable laws in connection with its obligations under this Agreement and its use of the Services. The Client warrants that it has the right to permit the Supplier access to all Client materials provided under this Agreement. The Client shall indemnify the Supplier against any claims arising from infringement of third-party intellectual property rights by Client-provided materials, except to the extent caused by the Supplier's breach.

Fees are as set out in the SOW or Supplier price list. Recurring Services are billed in advance on a monthly basis by default. One-time or project Services are billed in accordance with the applicable SOW terms. Invoices are issued electronically. All Fees exclude VAT, which will be added in accordance with UK law.

Payment is due within 14 days of the invoice date, unless the SOW specifies otherwise. Payment must be made in full, subject to clause 4.6. Where a Client disputes a portion of an invoice, it must notify the Supplier before the due date and pay the undisputed amount. The Supplier may suspend Services after giving 7 days' notice where invoices remain overdue. Services will automatically suspend where two invoices are outstanding and overdue.

The Client is required to maintain a valid automated payment method (direct debit or credit/debit card via Stripe) at all times. The Client authorises the Supplier to charge recurring Fees to that payment method and is responsible for keeping payment details current. If a charge is declined or no valid payment method is in place, the Supplier will tell the Client, and may suspend Services under clause 4.2 if the position is not put right. A failure that is still not remedied 14 days after written notice is a material breach.

Interest on overdue amounts shall accrue daily at the statutory rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% per annum above the Bank of England base rate). The Supplier may also claim the fixed-sum compensation that Act provides, and the Client shall reimburse the Supplier's reasonable costs of collection, including legal fees, to the extent they exceed it. The Supplier may suspend Services until all overdue amounts, including accrued interest, are paid in full.

The Client must raise any invoice disputes within 14 days of the invoice date. The Supplier will investigate and, if the dispute is valid, issue a credit note. Invoices not disputed within 14 days are deemed accepted.

All payments shall be made without set-off, counterclaim, or deduction, except where required by law or for sums that the Supplier has agreed in writing, or a court has determined, are owed to the Client. The Supplier may set off undisputed amounts the Client owes it against amounts it owes the Client.

Quantities are adjustable as required. Any signed quote represents a minimum quantity. By way of example, adding users will increase the invoiced quantity proportionally.

4.8.1 This clause 4.8 does not apply to Communications Services (see Section 14). Where a SOW has an initial term exceeding 12 months, Fees shall be subject to an annual increase on each anniversary of the SOW commencement date. The increase shall be the greater of: (a) the percentage increase in the Consumer Prices Index (CPI) as published by the Office for National Statistics for the 12-month period ending with the most recently published figure at the date of adjustment; or (b) 3% per annum.

4.8.2 The Supplier shall notify the Client in writing of the adjusted Fees at least 30 days before the anniversary date. The adjusted Fees take effect automatically on the anniversary date unless the Client exercises any applicable termination right.

4.8.3 If CPI ceases to be published, the Supplier shall select a comparable replacement index. Any dispute regarding the replacement index shall be resolved in accordance with the dispute resolution provisions of this Agreement.

4.9.1 This clause 4.9 does not apply to Communications Services (see Section 14). Where the cost to the Supplier of any third-party product, service, licence, or platform incorporated in or necessary for the delivery of the Services is increased by the relevant third-party provider, the Supplier may pass through such increase to the Client on a pound-for-pound basis, effective from the date the increase applies to the Supplier.

4.9.2 The Supplier shall provide the Client with at least 30 days' written notice of any such pass-through increase, together with reasonable evidence of the third-party price change (such as a vendor notification or updated price list).

4.9.3 Third-party cost pass-through increases are separate from and in addition to any annual indexation under clause 4.8. They do not count toward or reset the annual indexation cycle.

4.9.4 If a third-party cost increase exceeds 10% of the affected line item, the Client may, within 14 days of receiving notice, request that the Supplier use reasonable endeavours to source a comparable alternative. If no comparable alternative is available at a lower cost, the pass-through shall apply. If the Client does not wish to accept the increase or any available alternative, the Client may terminate the affected Services (but not the entire Agreement) on 30 days' written notice without early termination penalty, provided the Client has paid all Fees due up to the termination date.

This Agreement commences on the Effective Date, being the date of last signature or the SOW acceptance date. Each SOW has an Initial Term as stated therein (for example, 12 months). At the end of the Initial Term, and of each Renewal Term, the SOW automatically renews for a further Renewal Term unless either party gives at least 30 days' written notice of non-renewal before the end of the then-current Committed Term, in which case the SOW ends on the last day of that Committed Term. Each Renewal Term is a new Committed Term. A SOW may state that, after its Initial Term, it continues month to month; such a SOW has no Renewal Term. Month-to-month SOWs have no Committed Term and continue until terminated under clause 5.3. Communications Services never renew for a further committed period under this clause: Section 14 applies to them instead. Termination of this Agreement terminates all active SOWs, unless the parties agree otherwise.

Either party may terminate this Agreement immediately on written notice if:

• The other party commits a material breach that is incapable of remedy, or that is capable of remedy and is not remedied within 30 days of written notice;
• The other party becomes insolvent, enters liquidation, administration, bankruptcy, or receivership, or any analogous event occurs; or
• The other party suspends or ceases substantial business operations.

Non-payment of an undisputed invoice that remains unpaid 14 days after a written reminder is a material breach. The Supplier may also terminate on written notice where, after a written warning, abusive or threatening behaviour towards the Supplier's employees or contractors continues.

A month-to-month SOW may be terminated by either party at any time by giving 30 days' written notice (or such notice period as specified in the SOW). A SOW with a Committed Term cannot be terminated for convenience during that Committed Term: a party wishing to end it without cause must either give notice of non-renewal under clause 5.1, taking effect at the end of the then-current Committed Term, or, in the Client's case, terminate early under clause 5.10. This clause is without prejudice to any other express right to terminate in this Agreement or the applicable SLA. Termination of one SOW does not automatically terminate other active SOWs.

On termination of this Agreement or any SOW:

1. The Client shall immediately pay all outstanding invoices and accrued interest; the Supplier shall submit a final invoice for all uninvoiced Services;
2. Each party shall return or destroy the other's materials as directed; the Supplier shall return Client materials;
3. All software and IP licences granted to the Client cease immediately, except the licence in clause 6.2 to Deliverables the Client has paid for in full and any rights assigned to the Client under clause 6.1; and
4. Each party shall cease use of and permanently delete the other party's Confidential Information, except for archival copies retained for legal compliance purposes.

Termination does not affect either party's accrued rights or remedies. The following provisions survive termination: Fees, Confidentiality, Intellectual Property, Data Protection, Warranties, Limitation of Liability, Non-Solicitation, Governing Law, and all indemnities.

Where the Supplier terminates for cause, it shall invoice for all work performed and committed costs through the termination date. Prepaid Fees are non-refundable. The Client shall also pay an amount equal to the early termination fee that would have been payable under clause 5.10 (or, for Communications Services, clause 14.8) had the Client terminated on that date. The parties agree this protects the Supplier's legitimate interest in the committed revenue against which it has incurred third-party and staffing costs, and is not a penalty.

The Supplier may suspend Services in whole or in part as an alternative to termination where the Client is in breach (including non-payment or misconduct). Suspension does not constitute a waiver of the Supplier's right to terminate. The Client remains liable for all Fees during any period of suspension where Services remain available. Services will automatically suspend where two invoices are outstanding and overdue.

On renewal, Fees will be adjusted to the Supplier's then-current rates unless the SOW states otherwise. The Supplier will give written notice of any Fee changes at least 60 days before the renewal date. If the increase is more than the greater of the latest annual CPI figure and 5%, the Client may give notice of non-renewal at any time up to 14 days before the renewal date. Otherwise the Client may prevent renewal by giving notice of non-renewal under clause 5.1, and failure to do so constitutes renewal for a further Renewal Term on the revised rates. This clause does not apply to Communications Services (see Section 14).

5.9.1 On termination or expiry of this Agreement or any SOW for any reason, the Supplier shall, if requested by the Client in writing, provide reasonable transition assistance to facilitate the orderly migration of the Services to the Client or an alternative provider ("Transition Assistance").

5.9.2 Transition Assistance shall be provided for a period of up to 90 days from the effective date of termination (the "Transition Period"), and may include: documentation of configurations, network diagrams, and credentials; export of Client data in standard formats; reasonable cooperation with the incoming provider; and knowledge transfer sessions.

5.9.3 Transition Assistance shall be charged at the Supplier's then-current time-and-materials rates unless otherwise agreed in the SOW. The Client shall pay for Transition Assistance in accordance with the payment terms of this Agreement.

5.9.4 During the Transition Period, the Supplier shall continue to provide the Services at the contracted level, subject to payment of all applicable Fees. The Supplier's obligation to provide Transition Assistance is conditional on the Client being up to date with all payments.

5.10.1 The Client may terminate a SOW during a Committed Term (whether the Initial Term or a Renewal Term) by giving 30 days' written notice and paying an early termination fee equal to 75% of the remaining Fees due for the unexpired portion of that Committed Term.

5.10.2 The early termination fee is a genuine pre-estimate of the Supplier's losses (including committed third-party costs, resource allocation, and loss of anticipated revenue) and is not a penalty.

5.10.3 No early termination fee is payable where the Client terminates under a right in this Agreement or the SLA that is expressed to be without penalty or charge, or for the Supplier's unremedied material breach. For Communications Services, clause 14.8 applies in place of this clause.

5.10.4 The early termination fee is payable within 14 days of the termination effective date and is in addition to all Fees accrued up to that date.

Unless the SOW expressly states otherwise, all software, configurations, scripts, documentation, reports, methodologies, and other materials developed by the Supplier in connection with the Services ("Deliverables"), and all Intellectual Property Rights therein, remain the sole property of the Supplier. Where a SOW is for bespoke software or website development and states that the Client will own the work, the Supplier assigns to the Client, on payment in full, the Intellectual Property Rights in the bespoke elements of those Deliverables; Supplier Materials and third-party components within them remain the Supplier's or the third party's and are licensed under clause 6.2. Intellectual Property Rights includes patents, inventions, copyright, database rights, trade secrets, know-how, and trademarks, whether registered or unregistered, worldwide.

On the Client's full payment of applicable Fees, the Supplier grants the Client a non-exclusive, non-transferable, royalty-free licence to use the Deliverables for the Client's internal business purposes only. For Deliverables paid for in full, the licence continues after termination of the Services. The Client may not sell, sublicence, or distribute Deliverables without the Supplier's prior written consent. Supplier Materials (including templates, tools, and proprietary software) remain the Supplier's property. Use of any components incorporating Supplier or third-party materials is subject to the relevant licence terms.

The Client retains ownership of all data, information, software, and materials it provides to the Supplier ("Client Materials"). The Client grants the Supplier a non-exclusive licence to use, copy, modify, and store Client Materials solely as necessary for the performance of the Services. On termination, the Supplier shall return or delete Client Materials in accordance with clause 5.4 and applicable data protection obligations. The Client warrants that it holds the necessary rights in all Client Materials.

The Supplier shall defend and indemnify the Client against third-party claims in the UK that any Deliverable infringes third-party intellectual property rights, provided that:

1. The Client promptly notifies the Supplier of any such claim;
2. The Supplier has sole control of the defence and any settlement; and
3. The Client provides reasonable cooperation and assistance.

This indemnity does not apply to infringement arising from Client Materials, combinations of Deliverables with non-Supplier products, or modifications made by parties other than the Supplier. Where infringement is found or reasonably anticipated, the Supplier shall, at its option: (a) procure the Client's right to continue using the affected Deliverable; (b) replace or modify the Deliverable to make it non-infringing with substantially similar functionality; or (c) if (a) and (b) are not commercially reasonable, terminate the affected Services and refund any prepaid Fees for the unused period. This clause 6.4 sets out the Supplier's entire liability in respect of intellectual property infringement.

Each party (the "Receiving Party") shall keep the other party's ("Disclosing Party") Confidential Information strictly confidential. The Receiving Party shall not use Confidential Information outside the scope of this Agreement, and shall not disclose it to any person except employees, officers, agents, contractors, or professional advisors who need to know and are bound by equivalent confidentiality obligations. The Receiving Party is responsible for any unauthorised use or disclosure by such recipients.

Disclosure of Confidential Information is permitted with the Disclosing Party's prior written consent, or where required by law, court order, or regulatory authority. Where legally required to disclose, the Receiving Party shall provide prompt written notice (to the extent legally permitted) so that the Disclosing Party may seek a protective order. Only the minimum necessary information shall be disclosed.

Confidentiality obligations do not apply to information that:

1. Is or becomes publicly available other than through breach of this Agreement;
2. Was lawfully in the Receiving Party's possession before disclosure on a non-confidential basis;
3. Is lawfully obtained from a third party not bound by confidentiality obligations; or
4. Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Confidentiality obligations commence on the Effective Date and continue throughout the term and for 3 years after termination of this Agreement. Trade secrets and other expressly identified highly sensitive information are protected indefinitely, or until such information enters the public domain through no fault of the Receiving Party.

On request, the Receiving Party shall promptly return or destroy all materials containing the Disclosing Party's Confidential Information. The Receiving Party may retain one archival copy for the purpose of demonstrating compliance with legal obligations, subject to ongoing confidentiality.

The parties acknowledge that a breach of this clause may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching party shall be entitled to seek injunctive or other equitable relief.

Both parties shall comply with all Applicable Data Protection Laws, including the UK GDPR and the Data Protection Act 2018, in connection with the performance of this Agreement.

For the purposes of this Agreement, the Client is the data controller and the Supplier is the data processor in respect of any personal data processed by the Supplier on the Client's behalf. The subject matter of the processing is the delivery of the Services. Its nature is the hosting, storage, access, support, monitoring, backup and restoration of the Client's systems and data. Its purpose is to provide the Services. Its duration is the term of the SOW plus any period in which the Supplier holds data under clause 5.4 or 5.9. The types of personal data are names, contact details, account and device identifiers, log data and whatever personal data is held in the Client systems the Supplier supports. The data subjects are the Client's employees, contractors, customers, patients, suppliers and other contacts. The SOW may describe the processing in more detail. Both parties shall fulfil their obligations under Article 28 of the UK GDPR and any equivalent provisions.

The Supplier undertakes to:

• Process under instructions: process personal data only on the Client's documented instructions for the purpose of delivering the Services, and not for any other purpose except as required by law. The Supplier shall inform the Client of any legal requirement to process personal data before doing so, unless the law prohibits such notification.
• Confidentiality of personnel: ensure that all employees and subcontractors who process personal data are subject to a contractual or statutory duty of confidentiality.
• Security measures: implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and accidental loss, destruction, damage, alteration, or disclosure, appropriate to the risk, including encryption, access controls, and regular security assessments in accordance with industry practice.
• Sub-processors: not engage sub-processors without the Client's general authorisation. The Client hereby provides general authorisation for the Supplier to engage affiliated companies and necessary third-party providers (including data centre operators, cloud providers, and helpdesk software providers), provided the Supplier enters into written agreements imposing equivalent data protection obligations. The Supplier remains liable for sub-processor acts and omissions. The Supplier maintains a current sub-processor list, available on request to [email protected], and gives the Client at least 14 days' notice of any intended sub-processor addition or replacement, during which the Client may object on data protection grounds. Where objection cannot be resolved, the Client may terminate the affected Services without penalty.
• Assistance to client: assist the Client (at the Client's cost) in responding to data-subject rights requests and in meeting its obligations regarding security, breach notifications, data protection impact assessments, and supervisory authority consultations.
• Data breaches: notify the Client without undue delay on discovering a personal data breach affecting Client data, providing sufficient information to enable the Client to meet its reporting obligations, and cooperate fully in investigation, mitigation, and remediation.
• Data transfers: not transfer personal data outside the UK (or UK/EEA as applicable) unless compliance with Applicable Data Protection Laws is assured, including through adequacy regulations or appropriate safeguards such as the UK International Data Transfer Agreement or the UK Addendum to the EU standard contractual clauses.
• Return or deletion: on termination, at the Client's election, either return all personal data and delete existing copies (unless retention is legally required), or securely delete or destroy all personal data in the Supplier's possession. The Supplier may retain personal data only as required by law and for the required period.
• Information and audit: make available information reasonably necessary to demonstrate compliance with this Section 8, and allow audits by the Client or the Client's mandated auditor (not a competitor, and subject to appropriate confidentiality). The Client shall give reasonable notice and conduct audits during normal business hours, with a maximum of once yearly except for audits following a breach or significant event. Each party bears its own costs, except where an audit reveals the Supplier's material breach, in which case the Supplier shall bear the Client's reasonable audit costs.

The Client warrants that it has the legal right to disclose to the Supplier all personal data provided, and authorises the Supplier's processing of that data for the purpose of delivering the Services. The Client is responsible for obtaining all required data subject consents and providing required notices. Where the systems the Supplier will support hold special category data (for example patient or health records), the Client shall tell the Supplier before the SOW is agreed and the SOW shall record it. The Supplier processes such data only as an incident of supporting the systems that hold it, and the Client remains responsible for having a lawful basis and an Article 9 condition for it. The Client shall indemnify the Supplier against any losses, fines, or claims arising from the Client's breach of this clause 8.3 or from the Client's processing instructions.

The foregoing provisions are intended to satisfy the requirements for a valid controller-processor agreement under Applicable Data Protection Laws. The parties may execute a separate detailed Data Processing Addendum ("DPA") or incorporate additional terms (such as international transfer standard contractual clauses) that supplement or vary this Section 8. Where there is a conflict between a DPA and this Section 8, the DPA shall prevail.

All personal data processed by the Supplier shall be treated as the Client's Confidential Information and shall be subject to the obligations set out in Section 7. Where there is a conflict between Section 7 and Section 8, the stricter obligation or protection shall apply.

The Supplier maintains a written information security policy and compliance programme appropriate to the nature of the Services and the types of data processed. On reasonable request, the Supplier will summarise its policies and respond to questions. The Client acknowledges the shared nature of security responsibility and agrees to follow the Supplier's reasonable instructions and guidelines, and to take reasonable measures to secure its own IT environment.

8.7.1 The Supplier shall maintain current Cyber Essentials certification (or equivalent) throughout the term of this Agreement. The Supplier shall notify the Client promptly if certification lapses or is withdrawn.

8.7.2 The Supplier shall, on reasonable request, provide the Client with evidence of current certification.

The Supplier warrants that:

1. It has full power and authority to enter into and perform this Agreement;
2. The Services will be performed with reasonable skill, care, and diligence by appropriately trained and qualified personnel in accordance with the descriptions and standards set out in the SOW; and
3. To the best of the Supplier's knowledge, the Deliverables do not infringe any third-party intellectual property rights.

Where the Supplier is in breach of warranty (b), its sole obligation is to re-perform the deficient Services at no additional charge, or, if re-performance is impracticable, to refund the portion of Fees attributable to the deficient Services. Warranty (b) does not apply where the deficiency is caused by the Client's acts or omissions, Force Majeure, or a permitted suspension under this Agreement.

The Client warrants that:

1. It has full authority to enter into and perform its obligations under this Agreement;
2. It holds all necessary rights, licences, consents, and permissions required to provide the materials, information, software, and access the Supplier needs to perform the Services; and
3. It will use the Services in accordance with this Agreement and all applicable laws.

Except as expressly provided in this Agreement, all conditions, warranties, and terms otherwise implied by statute or common law are excluded to the fullest extent permitted by law. The Supplier does not warrant that the Services will be uninterrupted or error-free, that all defects will be corrected, or that the Services will meet the Client's specific requirements unless expressly agreed. To the maximum extent permitted by law, the Supplier disclaims all implied warranties and conditions of satisfactory quality, fitness for a particular purpose, and non-infringement in respect of the Services and Deliverables.

The warranties in this Section 9 do not apply to the extent that a failure is caused by:

1. Combination of the Services or Deliverables with hardware, software, or services not supplied by the Supplier;
2. Modification of the Services or Deliverables by parties other than the Supplier;
3. Use of the Services or Deliverables in breach of the Supplier's documentation or instructions; or
4. The Client's breach of its obligations under this Agreement.

The Services are not designed or intended for use in high-risk activities, including nuclear facilities, air traffic control, life support systems, or any application where failure could result in death or serious bodily injury. The Supplier expressly disclaims any warranty for such use and shall have no liability in connection with any such use by the Client.

Nothing in this Agreement limits or excludes either party's liability for:

1. Death or personal injury caused by that party's negligence or the negligence of its employees or agents;
2. Fraud or fraudulent misrepresentation;
3. Wilful misconduct; or
4. Any liability that cannot lawfully be excluded or limited, including under Part I of the Consumer Protection Act 1987.

Subject to clause 10.1, neither party shall be liable under or in connection with this Agreement for:

• Loss of profit, revenue, business, or anticipated savings;
• Loss or damage to goodwill or reputation;
• Loss of contracts or business opportunities;
• Loss or corruption of data or systems, except the reasonable cost of restoring data from the most recent available backup where backup is part of the Services; or
• Any indirect or consequential loss or damage,

even if that party has been advised of the possibility of such losses. These exclusions apply regardless of whether such losses are characterised as direct, indirect, or consequential, to the fullest extent permissible by law. Each category above is distinct and severable.

Subject to clauses 10.1 and 10.4, each party's total aggregate liability for all claims, losses, and damages arising under or in connection with this Agreement or any SOW is limited to the greater of: (a) the total Fees paid or payable by the Client in the 12 months immediately preceding the event giving rise to liability or, where the Services have been in place for less than 12 months, the Fees payable for the first 12 months of the SOW; and (b) £100,000. This cap applies in aggregate to all events and series of connected events and to all types of liability (except those unlimited under clause 10.1), and not separately per claim or type of claim. It does not limit the Client's obligation to pay the Fees, interest, or any sum due under clauses 5.6, 5.10, 11.1 or 14.8.

Subject to clause 10.1, the Supplier's total aggregate liability arising from or in connection with Section 8 (Data Protection) or clause 6.4 (IP Indemnity) is limited to £250,000 (two hundred and fifty thousand pounds) in aggregate. For those categories of claim this cap applies in place of, and not in addition to, the cap in clause 10.3.

The parties acknowledge that the limitations of liability and exclusions of damage types set out in this Section 10 are reasonable having regard to the Fees, the nature of the Services and the insurance available to each party, and are reflected in the Fees. Each party has a duty to mitigate its losses. The Client is advised to consider taking out insurance to cover risks that fall outside the Supplier's liability under this Agreement.

The limitations and exclusions in this Section 10 apply to the fullest extent permitted by applicable law. Any term found to be invalid shall be deemed modified to the minimum extent necessary to make it enforceable; all remaining provisions continue in full force.

The Client shall not, without the Supplier's prior written consent, directly or indirectly solicit or entice away (or attempt to do so) any employee of the Supplier who was involved in the performance of the Services, during the term of this Agreement or within 12 months after termination. This restriction applies to employees with whom the Client had material contact. General public recruitment that does not involve targeted solicitation is not a breach of this clause.

Where the Client breaches this clause, the Supplier shall be entitled to recover a sum equal to 30% of the relevant employee's annual gross salary at the time of breach. The parties acknowledge that this reflects the recruitment, training and disruption costs the Supplier would incur in replacing that employee, and is not a penalty.

During the term and for 12 months after it ends, neither party shall make, and each party shall use reasonable endeavours to ensure its personnel do not make, false or misleading public statements about the other party's business, services, or reputation. Nothing in this clause restricts honest reviews or opinion, truthful statements, statements required by law or made in legal proceedings, or the raising of genuine concerns through appropriate channels.

Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) under this Agreement that is caused by circumstances beyond that party's reasonable control ("Force Majeure Events"). Force Majeure Events include: acts of God (including fire, flood, earthquake, and natural disaster), war, terrorism, civil unrest, epidemic or pandemic, strikes or labour disputes (excluding strikes by the affected party's own staff), governmental actions, interruption or failure of utility or telecommunications services, failures by suppliers or subcontractors where they are themselves prevented by an event of this kind, and widespread third-party vendor outages (including Microsoft 365, Azure, AWS, and telecommunications providers) beyond the Supplier's reasonable control.

The affected party shall notify the other party as soon as reasonably practicable of the event and its anticipated impact on performance. The time for performance shall be extended by the period of prevention. If a Force Majeure Event continues for more than 60 consecutive days, either party may immediately terminate this Agreement or the affected SOW without liability, except for amounts due up to the date of termination. Both parties shall use reasonable endeavours to mitigate the effects of the event and to resume normal performance as soon as possible.

The Supplier may assign, transfer, or subcontract its rights or obligations under this Agreement to an affiliate or as part of a merger or business sale, provided that such assignment does not reduce the performance guarantees given to the Client. The Client may not assign or transfer its rights or obligations without the Supplier's prior written consent, which shall not be unreasonably withheld. Any purported assignment in breach of this clause is void.

This Agreement (including all SOWs, attachments, schedules, and addenda) constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, understandings, and communications (whether written or oral). Neither party has relied on any representation, warranty, or undertaking that is not expressly stated in this Agreement. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

The Supplier may update this Agreement by publishing a new version at netix.digital/msa. An updated version applies to a SOW with a Committed Term from the start of its next Renewal Term, and to a month-to-month SOW 30 days after notice. The Supplier will give the Client written notice of material changes at least 60 days before they apply to a SOW with a Committed Term, so that the Client can give notice of non-renewal under clause 5.1 if it does not accept them. Changes required by law or regulation may take effect on notice. Changes affecting Communications Services are made under clause 14.7. Otherwise, no amendment to this Agreement or a SOW is effective unless agreed in writing (including by electronic acceptance) by both parties, and this requirement cannot be waived by oral agreement.

A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right, power, or privilege constitutes a waiver of that right; a single or partial exercise does not preclude any further exercise of that right.

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the relevant provision (or the offending part of it) shall be deemed deleted. Any modification or deletion shall not affect the validity or enforceability of the rest of this Agreement. The parties shall negotiate in good faith an agreed valid provision that most closely achieves the original intent.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, except that any Supplier-affiliated entity referred to in this Agreement as providing Services may enforce the limitations on and protections of liability as if it were the Supplier. The parties' rights to terminate, rescind, or vary or waive any term of this Agreement are not subject to the consent of any third party.

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or fiduciary relationship. Neither party is an agent of the other, and neither is authorised to make any commitment on the other's behalf. Each party is responsible for its own employees and contractors.

Any formal notice or communication required under this Agreement must be in writing and delivered by hand, pre-paid first-class post, recorded delivery, internationally recognised courier, or email (with delivery confirmation), to the address specified in the SOW or the latest contact details provided by the relevant party. Notices to the Supplier shall be sent to its registered office or to [email protected].

Notices are deemed received: on the date of delivery if delivered by hand or courier (or the next business day if delivered outside business hours); on the second business day after posting for pre-paid post within the UK (or the fifth business day if sent internationally); and on the day of transmission for email (or the next business day if sent after 5:00 pm in the recipient's local time), absent a delivery failure notification. Either party may update its notice details by providing written notice to the other.

This Agreement and any SOW may be executed in multiple counterparts, each of which when executed and delivered constitutes an original, and all of which together constitute the same instrument. A signed copy delivered by email or other electronic means, including via an electronic signature platform, shall have the same legal effect as an original signed copy.

13.10.1 The Supplier shall maintain in force throughout the term of this Agreement: (a) professional indemnity insurance with a minimum limit of £10,000,000; (b) public liability insurance with a minimum limit of £10,000,000; (c) cyber liability insurance with a minimum limit of £1,000,000; and (d) employers' liability insurance as required by law.

13.10.2 The Supplier shall, on reasonable written request, provide the Client with evidence that such insurance policies are in force and premiums are current.

13.11.1 Each party shall comply with all applicable laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010 ("Anti-Bribery Laws").

13.11.2 Neither party shall, and each party shall procure that its personnel and agents shall not, directly or indirectly offer, give, request, or accept any bribe or other improper advantage in connection with this Agreement.

13.11.3 Each party shall have and maintain in place adequate procedures to prevent bribery and shall enforce them where appropriate. Breach of this clause is deemed a material breach incapable of remedy.

13.12.1 Each party shall comply with the Modern Slavery Act 2015 to the extent applicable. Neither party shall engage in any activity, practice, or conduct that would constitute an offence under the Act.

13.12.2 Each party shall maintain its own policies and procedures to ensure compliance and shall, on reasonable request, confirm compliance in writing.

13.13.1 Subject to clause 13.13.2, neither party shall use the other party's name, logo, or trademarks in any marketing, advertising, press release, or public statement without the other party's prior written consent.

13.13.2 The Client grants the Supplier permission to include the Client's name (but not logo) in general client lists used for the Supplier's marketing purposes, unless the Client notifies the Supplier in writing to opt out.

This Section 14 applies to all Communications Services the Supplier provides, to every Client regardless of size. The Supplier is a communications provider regulated by Ofcom, and this Section reflects Ofcom's General Conditions of Entitlement (the "General Conditions"), in particular Condition C1. Where this Section conflicts with any other part of this Agreement or with a SOW, this Section prevails for the Communications Services. Nothing in this Agreement limits any right the Client has under the General Conditions.

Before the Client accepts a SOW that includes Communications Services, the Supplier will provide, in writing, the contract information and a short contract summary for those services. They will state the monthly price, the length of the commitment period, the charges for leaving early, and any price change that will take effect during the commitment period, expressed in pounds and pence together with the date it applies.

The commitment period for Communications Services is stated in the SOW and will not exceed 24 months. It is the only committed period for those services.

At the end of the commitment period the Communications Services continue month to month on the same terms. They do not renew for a further commitment period, and clauses 5.1 and 5.8 do not apply to them. A new commitment period begins only if the Client expressly agrees to it, separately for each new commitment period and no earlier than six months before the current one ends. The Supplier will write to the Client in good time before the commitment period ends to say when it ends, what the Client will pay afterwards, and what its options are.

Once the commitment period has ended, the Client may end any Communications Service by giving 30 days' written notice. The Client pays the charges for the service up to the end of the notice period and nothing more, apart from any equipment charges agreed in the SOW.

The monthly price for Communications Services is fixed for the commitment period, except for any increase set out in the SOW in pounds and pence with the date it takes effect. Clauses 4.8 (indexation), 4.9 (pass-through) and 5.8 (renewal pricing) do not apply to Communications Services. Usage charges outside the monthly price (for example calls or data beyond an allowance, or roaming) are charged at the rates given with the SOW. Any other change to prices is made under clause 14.7.

14.7.1 The Supplier will give the Client at least one month's written notice of any change to the terms or prices of the Communications Services, unless the change is exclusively to the Client's benefit, is purely administrative with no negative effect on the Client, or is directly imposed by law.

14.7.2 The notice will tell the Client that it may end the affected Communications Services, and any other Services sold with them as a bundle, by giving written notice within one month of being notified. If it does, no early termination charge is payable. The Client pays only the charges for service up to the date it ends and, for any equipment it chooses to keep, the lesser of the equipment's remaining value and the equipment charges to the end of the commitment period.

The Client may end a Communications Service during its commitment period by giving 30 days' written notice and paying an early termination charge. The charge will be no more than the monthly charges for the rest of the commitment period, less the costs the Supplier saves because the service has ended (including wholesale charges it no longer incurs) and an allowance for receiving payment early, and will never exceed the fee that clause 5.10 would produce. The amount, or how it is calculated, is given in the contract information under clause 14.2. This clause applies in place of clause 5.10.

The Client is entitled to keep its telephone numbers and to switch provider as the General Conditions provide. The Supplier will port numbers and support a switch promptly, will not delay either because of a dispute, and will pay any compensation the General Conditions require for delay or error in porting or switching.

Telephony delivered over a data connection (VoIP) depends on mains power and a working internet connection at the Client's site. Calls to 999 and 112 may fail during a power cut or an internet outage, and the location passed to the emergency services is the address registered for the number. The Client shall keep that address up to date, tell its users about this limitation, and keep another means of calling the emergency services available. The Supplier will not restrict access to emergency calls while a service remains connected.

Before suspending a Communications Service for non-payment the Supplier will give the written notice required by clause 4.2, will act proportionately, and will limit the suspension to the services concerned where that is technically possible.

Complaints about Communications Services are handled under the Supplier's complaints policy and code of practice. A Client with ten or fewer staff whose complaint is not resolved within eight weeks, or who receives a deadlock letter, may refer it free of charge to the Ofcom-approved alternative dispute resolution scheme named in the code of practice. This is in addition to Section 15.

Where a SOW includes both Communications Services and other Services, this Section applies to the Communications Services and clause 5 applies to the rest, save that the right to leave in clause 14.7.2 extends to Services sold with the Communications Services as a bundle.

The parties shall attempt to resolve any dispute arising out of or in connection with this Agreement through good faith negotiation. Either party may initiate the process by serving written notice on the other, identifying the dispute in reasonable detail.

Within 10 business days of receipt of a dispute notice, a senior representative of each party with authority to settle the dispute shall meet (in person or by video conference) and attempt to resolve the matter.

If the dispute is not resolved within 20 business days of the initial dispute notice, either party may refer the dispute to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in accordance with CEDR's model mediation procedure. The costs of mediation shall be shared equally between the parties.

If the dispute is not resolved within 40 business days of the initial dispute notice (or such longer period as the parties may agree), either party may commence court proceedings in accordance with Section 16 (Governing Law and Jurisdiction).

Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from the courts at any time, or from exercising any right of suspension or termination under this Agreement, or prevents the Supplier from issuing proceedings to recover undisputed Fees.