The Provider is a provider of cloud infrastructure, managed services, and professional technology services. The Client wishes to engage the Provider to deliver services in accordance with Statements of Work ("SOWs") entered into under this Agreement from time to time. This Agreement sets out the terms and conditions governing all such engagements.

The Provider shall provide the services described in each SOW issued and executed under this Agreement. Each SOW shall form part of and be subject to this Agreement. In the event of conflict between this Agreement and a SOW, this Agreement shall prevail unless the SOW expressly states otherwise. The Provider may engage subcontractors to perform elements of the services, subject to the Client's written consent where the services involve access to personal data or confidential systems.

Fees for services shall be set out in each SOW. Unless otherwise specified: (a) invoices shall be issued monthly in arrears; (b) payment terms are thirty (30) days from invoice date; (c) all amounts are exclusive of VAT; and (d) late payments shall accrue interest at 4% per annum above the Bank of England base rate. The Provider reserves the right to suspend services upon sixty (60) days' written notice of non-payment.

This Agreement shall commence on the Effective Date and continue until terminated by either party on ninety (90) days' written notice. Either party may terminate immediately on written notice if the other party: (a) commits a material breach not remedied within thirty (30) days of written notice; (b) becomes insolvent or enters administration or liquidation; or (c) undergoes a change of control without the other party's consent. Termination of this Agreement shall not affect any SOWs then in force unless the terminating party also terminates those SOWs in accordance with their terms.

Each party ("Receiving Party") undertakes to keep confidential all information disclosed by the other party ("Disclosing Party") in connection with this Agreement that is marked confidential or that the Receiving Party knows or ought reasonably to know is confidential. The Receiving Party shall not disclose such information to third parties or use it except to perform this Agreement. This obligation shall not apply to information that is or becomes publicly available through no fault of the Receiving Party, or that is required to be disclosed by law or regulation.

The Provider shall implement and maintain appropriate technical and organisational security measures to protect Client data against unauthorised access, disclosure, loss, or destruction, consistent with industry best practice. Where the Provider processes personal data on behalf of the Client, the parties shall enter into a data processing agreement compliant with the UK GDPR and any applicable data protection legislation.

Each party retains ownership of its pre-existing intellectual property. Subject to full payment of fees, the Provider grants the Client a non-exclusive, non-transferable licence to use any deliverables produced under a SOW solely for the Client's internal business purposes. Unless otherwise agreed in a SOW, the Provider retains ownership of all proprietary tools, methodologies, and background IP used in delivering the services.

Neither party shall be liable to the other for indirect, special, consequential, or punitive loss, including loss of profits, revenue, data, or goodwill, arising out of or in connection with this Agreement, even if advised of the possibility of such loss. Subject to the preceding sentence, each party's total aggregate liability under or in connection with this Agreement shall not exceed the greater of: (a) the total fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim; or (b) £250,000. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law.

Each party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other party and its officers, directors, and employees against any third-party claims, damages, costs, and expenses (including reasonable legal fees) arising from: (a) the Indemnifying Party's material breach of this Agreement; (b) the Indemnifying Party's gross negligence or wilful misconduct; or (c) in the case of the Provider, any infringement of a third party's intellectual property rights caused by the services or deliverables. Each party's indemnification obligations are subject to the limitation of liability provisions in Section 7.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute arising under or in connection with this Agreement.