Master Services Agreement

In this Agreement (except where the context otherwise requires) the following words and phrases shall have the following meanings:

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
• “Authorised User” means those employees, agents, Affiliates, and independent contractors of the Customer who are authorised to access and use the Services and Documentation under a Subscription.
• “Claim” means any judicial, administrative, or arbitral act, suit, claim, investigation or proceeding.
• “Confidential Information” means any commercial, technical, financial or other information disclosed by one party to the other, which is designated as confidential or ought reasonably be considered confidential.
• “Customer” means the entity or individual purchasing a Subscription for use of the Services.
• “Customer Data” means the electronic data and information input into the Software by or for the Customer.
• “Documentation” means the documentation made available to Customer by Evidentra describing the Services and user instructions.
• “Effective Date” means the date on which the Customer first used the Services or the Activation Date on the applicable Order Form, whichever is earlier.
• “Evaluation Period” has the meaning given in clause 2.1.
• “Free Version” means any Subscription for which no Subscription Fee is payable.
• “Evidentra” means Evidentra Product B.V., a company registered in the Netherlands (Chamber of Commerce: 98455958), Rozendaalselaan 47, 6881LA, Velp, NL.
• “Order Form” means an ordering document specifying the Services subscribed for by Customer.
• “Pilots” means certain features or functionality designated as pilot, beta, or preview.
• “Personal Data” means any information relating to an identified or identifiable natural person.
• “Services” means access to and use of the Software, Support Services, and any other services provided by Evidentra.
• “Software” means the online software-as-a-service solution(s) provided by Evidentra.
• “Subscription Fee” means the fee payable by the Customer under this Agreement.
• “Subscription Period” means the period of time for which a Subscription is valid.
• “User Licence” means the licences entitling Authorised Users to access and use the Services.
• “Working Days” means Monday to Friday, excluding bank and public holidays in The Netherlands.
• “Working Hours” means 9am to 6pm CE(S)T time on Working Days.

• Free Trial: Customer is entitled to a 30-day free trial for the purposes of deciding whether or not the Services meet its requirements.
• Access to Free Trial: During the Evaluation Period, Evidentra grants a non-exclusive, non-transferable right to access and use the Services solely for evaluation purposes.
• End of the Free Trial: If the Customer decides the Services do not meet its requirements, any rights granted shall immediately cease.
• Continued Use: After the Evaluation Period, the Customer may purchase a Subscription or default to a limited functionality Free Version.
• Data Deletion after Evaluation: Any data entered during the Evaluation Period will be permanently lost unless the Customer purchases a Subscription before the period ends.

• Provision of Purchased Subscription: In consideration of payment, Evidentra grants a non-exclusive, non-transferable right to access and use the Services during the Subscription Period.
• Provision of Services: Evidentra will use reasonable commercial efforts to make the Software available 24/7, subject to scheduled maintenance and circumstances beyond its control.
• Service Level Terms: The Software shall be available with an uptime of 99.5% during each calendar month.
• Protection of Customer Data: Evidentra will maintain appropriate administrative, physical, and technical safeguards for protection of Customer Data.
• Processing of Personal Data: To the extent Customer Data includes Personal Data, Evidentra processes it in accordance with the Data Processing Addendum and Privacy Notice.
• Export Control: Evidentra does not provide any items that require an export licence for export control purposes.

• Usage Restrictions: The Customer shall only use the Services for internal business purposes and shall not reproduce, modify, reverse engineer, or commercially exploit the Software.
• Authorised Users: The Customer shall not exceed the number of User Licences purchased and shall ensure login credentials remain confidential.
• Customer Responsibilities: The Customer shall not distribute Viruses, interfere with Evidentra’s network, or attempt to breach security measures.
• Customer Obligations: The Customer shall cooperate in good faith, comply with applicable laws, and be responsible for its Authorised Users’ acts or omissions.
• Suspension: Evidentra may suspend the Subscription if it identifies an attack on the Customer’s account, believes suspension is necessary to protect its network, or is required by law.
• Pilots: Pilots are provided “as is” and “as available”. Evidentra may discontinue any Pilot at any time.

• Fees and Payment: The Subscription Fee shall be due and payable in advance, either annually or per the applicable Order Form.
• Overdue Charges: If not paid within 30 days, Evidentra may terminate the Subscription until amounts are paid in full.
• Resellers: Where Customer has procured a Subscription through a Reseller, payment terms apply accordingly.
• Price Adjustment: Evidentra may increase fees annually upon Renewal by a percentage not exceeding CPI, with at least 60 days’ notice.

• Term of Agreement: This Agreement continues until all Subscriptions have expired or been terminated.
• Term of Purchased Subscriptions: Each Subscription continues for the Subscription Period as specified.
• Cancellation: Customer may cancel any Subscription at any time by written notice; it terminates at the end of the current period.
• Termination for Cause: Either party may terminate immediately if the other commits a material breach not remedied within 30 days of written notice.
• Effect of Termination: Upon termination, all Subscriptions expire and access ceases immediately.
• Surviving Provisions: Clauses 1, 6.5, 6.6, 6.7, 7, 8.1, 8.3, 10, 11 and 12 survive termination.

• Ownership: Each party retains all ownership rights in its Confidential Information.
• Protection: Each party shall hold Confidential Information in strict confidence, use reasonable care, and only disclose to Representatives who need to know.
• Compelled Disclosure: Disclosure may be made as required by judicial or government order, to the minimum extent required.
• Duration: Confidentiality obligations survive for 3 years after termination or expiry.

• Reservation of Rights: Evidentra and its licensors reserve all right, title and interest in the Services and related Intellectual Property Rights.
• Customer Data: The Customer owns all right, title and interest in Customer Data and grants Evidentra a licence to use it solely to provide the Services.
• Use of Customer Trademarks: Customer grants Evidentra a licence to use Customer’s name and logo on the Evidentra Website and marketing materials during an active Subscription.
• Feedback: Customer grants Evidentra a perpetual, royalty-free licence to use and incorporate feedback into the Services.

• Evidentra Warranties: The Services will be provided in accordance with Documentation, will not knowingly infringe third-party IP rights, and will be performed in a professional manner.
• Limits of Warranties: Evidentra does not warrant uninterrupted or error-free use, or that results will meet Customer’s requirements.
• Exclusion of Warranties: No warranties are provided for use during the Evaluation Period, Pilots, or Integrated Third-Party Services.
• Disclaimers: Except as expressly stated, the Services are provided “as is” with all other warranties excluded to the fullest extent permissible by law.

• Indemnification by Evidentra: Evidentra will defend and indemnify Customer against Claims alleging IP infringement by the Services.
• Resolving Claims: Evidentra may procure continued use rights, modify the Services, or replace them with non-infringing services.
• Limitation of Indemnification: The indemnity does not apply to Claims arising from Customer modifications, unauthorized combinations, or breach of this Agreement.
• Indemnification by Customer: Customer shall indemnify Evidentra for Claims attributable to use of Services other than in accordance with this Agreement.
• Indemnification Procedure: The Indemnitee must promptly notify, not admit liability, and give the Indemnitor control of proceedings.

• Unrestricted Liability: Nothing excludes liability for death or personal injury from negligence, fraudulent misrepresentation, or liability that cannot be limited by law.
• Limitation: Aggregate liability of each party is limited to the Subscription Fee paid in the 12 months prior to the event.
• Exclusion of Consequential Damages: Neither party shall be liable for loss of profits, anticipated savings, revenue, goodwill, or any indirect or consequential loss.
• Evaluation Period, Free Version and Pilots: Evidentra’s liability for these is limited to £5.00.
• Risk Allocation: The warranties, disclaimers and limitations reflect the pricing and are an essential element of the agreement.

• Waiver: Failure to exercise any right shall not operate as a waiver. Neither party shall be liable for delays caused by circumstances beyond its control.
• Entire Agreement: This Agreement constitutes the entire agreement and supersedes all prior agreements.
• Relationship of the Parties: This Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship.
• Revisions: Evidentra may revise the terms by updating the Agreement on the Evidentra Website. Continued use constitutes acceptance of revised terms.
• Assignment: The Customer may not assign this Agreement without Evidentra’s prior written consent.
• Third Party Beneficiaries: Nothing in this Agreement confers any right on any third party.
• Anti-corruption: Each party shall comply with all applicable anti-bribery and anti-corruption laws.
• Severability: If any provision is held unlawful or unenforceable, it shall be severed without affecting the remaining provisions.
• Notices: Notices shall be sent in writing to Evidentra’s registered office or by email to [email protected].
• Governing Law and Jurisdiction: This Agreement shall be governed by the laws of The Netherlands. The District Court of Amsterdam shall have non-exclusive jurisdiction.