Master Services Agreement

These Master Services Agreement terms (the “Clauses”) are published by Underfold Ltd, incorporated and registered in England and Wales with company number 16708757, whose registered office is at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ (the “Supplier”).

These Clauses, together with the Professional Services Terms, apply between the Supplier and the Client identified in each Statement of Work or Engagement Letter that incorporates them. Each is a “Party” and together the “Parties”.

Background

A. The Supplier is a specialist provider of AI governance, strategy and advisory services, including the establishment of AI management systems, AI risk and impact assessments, regulatory readiness work, and fractional advisory support.

B. The Client wishes to engage the Supplier to provide professional services of this nature, as described in one or more Statements of Work or Engagement Letters.

C. The Supplier has agreed to provide, and the Client has agreed to take and pay for, those services subject to the terms and conditions of this Agreement.

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1. Interpretation

1.1 The following definitions apply in this Agreement:

Agreement: these Clauses, together with the Professional Services Terms and each Statement of Work, and any documents expressly incorporated by them.

Applicable Data Protection Legislation: all data protection and privacy laws applicable to a Party, including the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003, in each case as amended.

Applicable Laws: all laws, statutes and regulations from time to time in force that apply to a Party’s business or to the performance of this Agreement.

Background IPR: all Intellectual Property Rights, know-how, methodologies, frameworks, models, templates, tools, questionnaires, schemata and materials owned, developed or controlled by the Supplier, whether created before or independently of the Services, including the Supplier’s proprietary governance methodology and all updates, modifications and derivatives of it.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Change Request: a request to alter the Services made under Clause 11.

Client Materials: all information, documents, data and materials provided by the Client to the Supplier for the purpose of the Services.

Commencement Date: the date of the first Statement of Work or Engagement Letter entered into under this Agreement, unless otherwise stated in it.

Confidential Information: all confidential information (however recorded or preserved) disclosed by a Party or its Representatives to the other Party in connection with this Agreement, which is either marked as confidential or should reasonably be regarded as confidential given its nature or the circumstances of disclosure. The Supplier’s Background IPR is the Supplier’s Confidential Information.

Deliverables: all documents, reports, assessments, recommendations and other materials prepared and delivered by the Supplier to the Client under a Statement of Work.

Dispute Resolution Procedure: the procedure in Clause 24.

Engagement Letter: a letter or proposal issued by the Supplier and accepted in writing by the Client that describes the Services and incorporates this Agreement. An Engagement Letter is treated as a Statement of Work for the purposes of this Agreement, and references to a Statement of Work include an Engagement Letter.

Fees: the fees payable for the Services, as set out in the relevant Statement of Work or calculated at the Rates.

Force Majeure: any event beyond a Party’s reasonable control, including acts of God, war, civil unrest, epidemic or pandemic, flood, fire, failure of utilities or telecommunications networks, malicious software, and compliance with any law or governmental order; but excluding a strike or lock-out of the affected Party’s own staff.

Good Industry Practice: the standards, skill, care and diligence reasonably expected of a skilled and experienced provider of services similar to the Services.

Intellectual Property Rights or IPR: all intellectual property rights of any kind, whether registered or unregistered, including patents, trade marks, design rights, copyright and related rights, database rights, rights in know-how and confidential information, and all applications, renewals and extensions of them anywhere in the world.

Professional Services or Services: the professional, advisory and AI governance services described in a Statement of Work and performed by the Supplier under this Agreement. The Parties may agree to introduce further categories of service by written agreement; this v1.0 Agreement covers Professional Services only.

Professional Services Terms: the terms relating to the delivery and acceptance of Professional Services, published by the Supplier and forming part of this Agreement.

Rates: the Supplier’s standard daily or hourly fee rates set out in the applicable Statement of Work.

Relief Event: any of the events listed in Clause 4.7.

Representative: the person nominated by each Party as its principal contact.

Statement of Work or SOW: a document signed or otherwise agreed in writing by both Parties that describes the Services, Deliverables, Fees, timescales and any other agreed terms for a particular engagement, and which incorporates this Agreement.

Subcontractor: any third party (including the Supplier’s delivery partners) engaged by the Supplier to assist in providing the Services.

Term: the period described in Clause 12.1.

1.2 Clause headings do not affect interpretation. Words in the singular include the plural and vice versa. A reference to a statute includes its subordinate legislation and any amendment or re-enactment. “Writing” includes email. “Including” and similar words are illustrative and do not limit the words that precede them.

1.3 In the event of conflict, these Clauses prevail, except that: (a) a Statement of Work prevails over these Clauses and the Professional Services Terms in respect of the scope, Deliverables, Fees and timescales of that engagement; and (b) a Statement of Work may vary a legal term of these Clauses only where it expressly identifies the Clause varied and is signed by both Parties.

2. Structure and Provision of Services

2.1 This Agreement sets out the framework terms under which the Supplier provides Professional Services to the Client. The specific Services for each engagement are set out in a Statement of Work.

2.2 Where the Services are provided, the Professional Services Terms apply in addition to these Clauses.

2.3 This Agreement prevails over any inconsistent terms the Client puts forward in any purchase order or similar document, and supersedes any prior arrangements relating to the same subject matter.

2.4 No variation of this Agreement or any Statement of Work is binding unless made in writing and signed by an authorised Representative of each Party.

2.5 Any quotation or proposal is for budgetary purposes, is valid for 30 days unless stated otherwise, does not constitute an offer, and becomes binding only on signature of a Statement of Work.

2.6 These Clauses and the Professional Services Terms are published by the Supplier. They take effect between the Parties when the Client signs, or otherwise accepts in writing, a Statement of Work or Engagement Letter that incorporates them. The version of these Clauses and the Professional Services Terms in force at the date that Statement of Work or Engagement Letter is entered into governs that engagement, and is not affected by any later version the Supplier subsequently publishes.

2.7 The Services are provided to the Client in the course of its business. These terms are intended for business clients and do not apply to consumers.

3. Supplier Responsibilities

3.1 The Supplier shall:

(a) provide the Services in accordance with this Agreement and the relevant Statement of Work;

(b) perform the Services with reasonable care and skill and in accordance with Good Industry Practice;

(c) use personnel and Subcontractors who are suitably skilled, qualified and experienced;

(d) use commercially reasonable endeavours to meet any dates in a Statement of Work, which are estimates only unless expressly stated to be binding;

(e) notify the Client promptly if it is unable to comply with any material term of this Agreement or a Statement of Work; and

(f) when working at the Client’s premises, observe the Client’s reasonable site, security and health-and-safety rules notified to it in advance.

3.2 The Supplier shall appoint a Representative as the Client’s principal point of contact.

4. Client Responsibilities

4.1 The Client shall co-operate with the Supplier in all matters relating to the Services and shall appoint at least one Representative with authority to make decisions on its behalf.

4.2 The Client shall provide, in a timely manner, all information, materials, decisions, access and co-operation reasonably required by the Supplier to perform the Services, and shall ensure that Client Materials are accurate and complete in all material respects.

4.3 Where the Supplier requires access to the Client’s premises or systems, the Client shall provide it during normal business hours and a suitable working environment.

4.4 The Client shall comply with all Applicable Laws relevant to its activities under this Agreement and use the Services and Deliverables only for lawful purposes.

4.5 If the Client wishes to reschedule or cancel scheduled Service dates: (a) more than 14 days before the scheduled date, no charge applies; (b) between 7 and 14 days before, 50% of the Fees for the affected Services is payable; and (c) less than 7 days before, 100% of the Fees for the affected Services is payable.

4.6 If the Client fails to perform its obligations, the Supplier may adjust timescales and Deliverables accordingly, and is not liable for any resulting delay or failure to meet a Statement of Work.

4.7 The Supplier has no liability for any failure or delay in performing the Services to the extent caused by a “Relief Event”, being: (a) any breach by the Client of this Agreement; (b) any failure or delay by the Client to provide information, decisions, access or co-operation; (c) inaccurate or incomplete Client Materials; or (d) any failure of the Client’s systems or of third-party services for which the Supplier is not responsible.

5. Price and Payment

5.1 The Client shall pay the Fees set out in the relevant Statement of Work. Where Services are provided on a time-and-materials basis, Fees are calculated at the Rates.

5.2 Unless a Statement of Work states otherwise, the Supplier invoices in accordance with the billing schedule in the Statement of Work (for example, retained advisory services are invoiced monthly in advance), and the Client shall pay each undisputed invoice within 14 days of its date.

5.3 All Fees are exclusive of VAT. The Supplier is not currently registered for VAT and will not charge VAT. If the Supplier becomes VAT-registered, it shall add VAT at the applicable rate to invoices issued on or after the date of registration.

5.4 The Fees exclude reasonable travel, accommodation and subsistence expenses incurred in performing the Services. The Supplier shall obtain the Client’s prior approval before incurring any single item of expense exceeding £150, and the Client shall reimburse approved expenses.

5.5 If the Client disputes an invoice, it shall notify the Supplier in writing within 10 days of receipt, giving details; the undisputed balance remains payable. The Client may not dispute an invoice more than three months after its date.

5.6 If any undisputed sum is overdue, the Supplier is entitled to interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, being statutory interest at 8% above the Bank of England base rate, the fixed sum compensation set out in that Act, and the reasonable costs of recovering the debt. The Parties acknowledge that this statutory right cannot be excluded or varied to the Supplier’s disadvantage.

5.7 Where a Statement of Work runs for more than 12 months, the Supplier may increase the Fees once per year, on the anniversary of the Commencement Date and on 30 days’ notice, in line with the percentage increase in the Retail Prices Index over the preceding 12 months.

6. Warranties and Nature of the Services

6.1 Each Party warrants that it has the capacity and authority to enter into and perform this Agreement.

6.2 The Supplier warrants that it will perform the Services with reasonable care and skill and in accordance with Good Industry Practice.

6.3 The Client acknowledges that the Services are advisory in nature. The Supplier provides professional analysis, recommendations and supporting documentation; the Client is responsible for its own decisions, for implementing and operating any recommendations or management system, and for its own regulatory compliance. The Supplier does not provide legal advice, and the Client should obtain independent legal and regulatory advice where appropriate.

6.4 The Supplier does not warrant that the Services or Deliverables will achieve any particular business, certification or regulatory outcome, as such outcomes depend on factors outside the Supplier’s control, including the Client’s implementation and the decisions of third parties and regulators.

6.5 Except as expressly set out in this Agreement, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

7. Data Protection

7.1 Both Parties shall comply with Applicable Data Protection Legislation. This Clause is in addition to, and does not relieve or replace, a Party’s obligations under that legislation.

7.2 The Services are not intended to involve the Supplier processing personal data on the Client’s behalf. The Parties shall avoid sharing personal data unless reasonably necessary for the Services, and the Client shall minimise or pseudonymise personal data in Client Materials where practical.

7.3 Where the Client provides materials that contain personal data (for example, employee identifiers and stated experience with AI gathered during an AI amnesty), the Client warrants that it has a lawful basis and appropriate notices in place to share that data with the Supplier.

7.4 To the extent the Supplier processes personal data on the Client’s documented instructions in connection with the Services, the Supplier acts as processor and shall: (a) process such personal data only on the Client’s documented instructions; (b) apply appropriate technical and organisational measures to protect it; (c) ensure persons authorised to process it are bound by confidentiality; (d) assist the Client, at the Client’s cost, with data subject requests and security, breach and impact-assessment obligations; (e) notify the Client without undue delay on becoming aware of a personal data breach; and (f) delete or return such personal data on termination, except where required by law to retain it.

7.5 Where a future engagement involves substantive processing of personal data, the Parties shall agree a fuller data processing schedule in the relevant Statement of Work.

8. Intellectual Property Rights

8.1 The Supplier retains all IPR in its Background IPR, including its proprietary methodology, frameworks, templates, tools and know-how, and in any general know-how, techniques or improvements it develops that are not specific to the Client’s business. Nothing in this Agreement transfers any Background IPR to the Client.

8.2 The Supplier retains all IPR in the Deliverables. On full payment of the Fees for the relevant Statement of Work, the Supplier grants the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, copy, store and adapt the Deliverables for the Client’s own internal business purposes, including operating them as the Client’s own governance and management documentation.

8.3 The licence in Clause 8.2 does not permit the Client to: (a) resell, sublicense or distribute the Deliverables, the Supplier’s templates or methodology to any third party; or (b) use the Supplier’s Background IPR to provide services to third parties or to develop a competing methodology.

8.4 The Client retains all IPR in Client Materials and grants the Supplier a non-exclusive licence to use them for the purpose and duration of providing the Services.

8.5 The Supplier shall indemnify the Client against losses arising from a third-party claim that the Client’s use of the Deliverables (used in accordance with this Agreement) infringes that third party’s IPR. This indemnity does not apply to the extent a claim arises from Client Materials, the Client’s instructions, or any modification of the Deliverables not made or approved by the Supplier.

9. Limitation of Liability

9.1 Nothing in this Agreement limits or excludes either Party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot lawfully be limited or excluded.

9.2 Subject to Clause 9.1, neither Party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profit; loss of anticipated savings; loss of business or business opportunity; loss of goodwill or reputation; loss or corruption of data; or any indirect or consequential loss.

9.3 Subject to Clauses 9.1 and 9.2, the Supplier’s total aggregate liability arising under or in connection with this Agreement and each Statement of Work is limited to a sum equal to 125% of the Fees paid or payable under the relevant Statement of Work in the 12 months preceding the event giving rise to the claim.

9.4 The Supplier maintains professional indemnity insurance as set out in Clause 14.

10. Confidentiality

10.1 Each Party shall keep the other’s Confidential Information confidential, use it only for the purpose of this Agreement, and not disclose it except to its Representatives and Subcontractors who need it and who are bound by equivalent obligations.

10.2 The obligations in Clause 10.1 do not apply to information that: (a) is or becomes public other than through breach of this Agreement; (b) was lawfully in the receiving Party’s possession before disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law or a regulator, in which case the disclosing Party shall, where lawful, give the other Party prior notice.

11. Change Requests

11.1 Either Party may request a change to the Services by written Change Request describing the change in sufficient detail.

11.2 The Supplier shall provide a written estimate of the effect of the change on the Fees, timescales and Services. The change takes effect only when agreed in writing by both Parties, at which point it is incorporated into the relevant Statement of Work.

11.3 Until a Change Request is agreed, the Parties shall continue to perform under the existing Statement of Work. The Supplier may charge at the Rates for assessing and, if agreed, implementing a Change Request.

12. Term and Termination

12.1 This Agreement commences on the Commencement Date and continues until terminated in accordance with this Clause. Each Statement of Work commences on its stated start date and continues for the term set out in it.

12.2 Unless a Statement of Work states otherwise: (a) a project Statement of Work continues until the Services under it are completed; and (b) a retained or recurring advisory Statement of Work (such as the Fractional AI Governance engagement) runs month to month and may be terminated by either Party on 30 days’ written notice.

12.3 Either Party may terminate this Agreement or any Statement of Work with immediate effect by written notice if the other Party: (a) 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; (b) fails to pay an undisputed sum within 14 days of written notice; or (c) becomes insolvent or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

12.4 Termination of one Statement of Work does not, of itself, terminate any other Statement of Work or this Agreement. Termination does not affect any accrued rights or liabilities.

12.5 On termination of this Agreement or a Statement of Work: (a) the Supplier shall cease the affected Services; (b) the Client shall pay all Fees and approved expenses due up to the date of termination, including Fees for Services performed but not yet invoiced; (c) each Party shall return or destroy the other’s Confidential Information and materials on request; and (d) the licence granted under Clause 8.2 survives in respect of Deliverables for which the Fees have been paid.

12.6 At the Client’s reasonable request, the Supplier shall provide reasonable handover assistance during a notice period, charged at the Rates.

12.7 Clauses 1, 6.3–6.5, 7, 8, 9, 10, 13, 14, 15 and 17–24 survive termination.

13. Non-Solicitation and Non-Circumvention

13.1 During the Term and for 9 months after, neither Party shall solicit for employment or engagement any individual of the other Party who has been involved in the Services, except by general advertising not targeted at that individual.

13.2 If a Party breaches Clause 13.1, it shall pay the other, as a genuine pre-estimate of loss, a sum equal to 50% of the relevant individual’s gross annual fee income or salary at the time of the breach, without prejudice to the right to seek injunctive relief.

13.3 During the Term and for 12 months after, the Client shall not directly engage any Subcontractor or delivery partner introduced to the Client by the Supplier in connection with the Services to provide services equivalent to the Services, in a way that bypasses the Supplier, without the Supplier’s prior written consent.

14. Insurance

14.1 The Supplier shall maintain professional indemnity insurance with a limit of indemnity of not less than £1,000,000 per claim, with a reputable insurer, throughout the Term.

14.2 As the Supplier’s professional indemnity cover is written on a claims-made basis, the Supplier shall use reasonable endeavours to maintain such cover (or equivalent run-off cover) for a period of 6 years after termination, to the extent available on commercially reasonable terms.

14.3 The Supplier shall, on reasonable written request, provide evidence of this insurance.

15. Force Majeure and Relief Events

15.1 Neither Party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by Force Majeure, provided it notifies the other Party and uses reasonable endeavours to mitigate. If the event continues for 4 weeks or more, either Party may terminate the affected Statement of Work on 14 days’ written notice.

15.2 The Supplier has no liability for any failure or delay caused by a Relief Event, as set out in Clause 4.7.

16. Anti-Bribery and Modern Slavery

16.1 The Supplier shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and with all applicable anti-slavery and human-trafficking laws, including the Modern Slavery Act 2015, and shall procure that its Subcontractors do likewise.

17. Assignment

17.1 Neither Party may assign, transfer or subcontract its rights or obligations under this Agreement without the other’s prior written consent (not to be unreasonably withheld).

18. No Partnership or Agency

18.1 Nothing in this Agreement creates a partnership, joint venture or agency between the Parties, and neither Party may bind the other.

19. Third-Party Rights

19.1 This Agreement is for the benefit of the Parties and their permitted assigns and is not enforceable by any other person under the Contracts (Rights of Third Parties) Act 1999.

20. Notices, Complaints and Contact

20.1 Notices must be in writing and sent by hand, by pre-paid first-class post to a Party’s registered office, or by email to the address notified by a Party. Notices are deemed received: if delivered by hand, on signature; if by post, at 9.00 am on the second Business Day after posting; if by email, on transmission, provided no failure notice is received. This Clause does not apply to the service of legal proceedings.

20.2 The Client may contact the Supplier with any question or complaint about the Services by email at john@underfold.co, or by post to the Supplier’s registered office at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ.

20.3 The Supplier will acknowledge any complaint promptly and use reasonable efforts to investigate and resolve it as quickly as possible, keeping the Client informed of progress.

21. Waiver and Severance

21.1 A failure or delay in exercising a right is not a waiver of it. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, or deleted, and the remaining provisions continue in force.

22. Entire Agreement

22.1 This Agreement is the entire agreement between the Parties and supersedes all prior discussions and arrangements relating to its subject matter. Each Party acknowledges that it does not rely on any representation not set out in this Agreement, save that nothing limits liability for fraud.

23. Marketing

23.1 Neither Party shall use the other’s name, trade marks or logos without prior written consent (not to be unreasonably withheld). The Parties may agree to co-operate on mutually beneficial marketing, such as a case study or website reference.

24. Dispute Resolution, Governing Law and Jurisdiction

24.1 If a dispute arises, a Party shall give the other written notice of it. The Parties shall first attempt to resolve it through good-faith discussions between their Representatives within 30 days, escalating to senior personnel of each Party if not resolved.

24.2 If the dispute is not resolved within 30 days of escalation, either Party may bring proceedings in the courts of England and Wales.

24.3 This Agreement and any dispute arising out of it (including non-contractual disputes) are governed by the law of England and Wales, and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.