Terms & Conditions

Below is an example of our standard T&Cs, though if we work together they will be tweaked and a summary of the scope of work agreed will be appended.

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MASTER SERVICES AGREEMENT

This master services agreement (“agreement”) is made on 01/01/2023, between: Fluiditi Ltd, a UK Limited company (“Contractor”) and the customer, who may be any type of company (“Company”). Company and Contractor may be referred to in this agreement individually as a “party” and collectively as the “parties”.

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1. Services. Contractor will provide services to Company under this agreement (“Services”) as the parties may from time to time agree and specify work orders (“Work Orders”) issued by Company. Each Work Order is a separate obligation of Company. Contractor will provide all equipment, software and supplies required to provide Services. Company makes no promises or representations whatsoever as to the amount of business Contractor can expect at any time under this agreement.

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2. Work Orders. This agreement governs each Work Order, except that any conflict between the terms of this agreement and a Work Order will be resolved in favour of the Work Order if the Work Order explicitly states that it is intended to modify the conflicting terms of this agreement. This agreement does not obligate Company to engage Contractor to perform any Services, or Contractor to perform any Services, until both parties have signed a Work Order and then only for the work specified in the Work Order. Both parties must sign a Work Order for it to be effective. The parties may terminate any individual Work Order without affecting the remaining agreement or any other Work Order. If Contractor commences Services for Company in the absence of a Work Order and Company accepts such Services, this agreement will nevertheless apply, unless the parties otherwise mutually agree in writing. Contractor will, at no cost to Company, promptly and satisfactorily correct any Services or deliverables found to be defective or not in conformity with the requirements of this agreement and the applicable Work Order.

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3. Payment and records. Company will pay Contractor as provided in the Work Order. Contractor is entitled to no other compensation or reimbursement for Services. Contractor will, in accordance with generally accepted accounting standards, keep copies of all books and records relating to Services during the term of this agreement and for three years thereafter. Company may upon reasonable notice and during normal business hours examine and make copies of all books and records relating to Services.

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4. Taxes. Payment amounts under this agreement do not include taxes. Contractor may charge and Company will pay applicable national, state or local sales or use taxes or value added taxes that Contractor is legally obligated to charge.

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5. Interest on late payments. If Company fails to pay any amount when due, the interest will accrue on such unpaid amount at a rate equal to 2.5% per month or the maximum allowed by Law, whichever is less.

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6. Term. This agreement begins on 01/01/2023 and, unless terminated earlier under this agreement, continues for a period ending on 12/31/2026, but the terms of this agreement will survive and apply to any Work Orders outstanding as of the effective date of termination.

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7. Termination.

(a) Either party may terminate this agreement, any Work Order or any portion thereof by giving at least 30 days prior written notice to the other party. Upon any such termination, Company is only liable to pay for Services performed and liabilities incurred prior to expiration or termination, provided that if the fee set forth in the Work Order is a fixed amount, Company will pay the fee to the extent the Work Order is complete.

(b) Either party may also terminate this agreement or any applicable Work Order or any portion of Services not then performed immediately upon written notice for other’s party material breach of this agreement.

(c) Contractor may terminate this agreement immediately upon written notice if Company fails to cure a nonpayment of amounts due within 30 days after written notice of such nonpayment to Company.

(d) In connection with the termination or expiration of this agreement for any reason, Contractor will provide reasonable assistance to Company in order to enable and facilitate an orderly transition of Services to Company or to another vendor.

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8. Contractor’s representations and warranties. Contractor represents and warrants that:

(a) it will perform Services in a competent and workmanlike manner in accordance with the level of professional care customarily observed by highly skilled professionals rendering similar services;

(b) Services, Work Product and other materials provided by or on behalf of Contractor will not violate, misappropriate or infringe any third party’s copyrights, patents, trade secrets, trademarks or other proprietary rights;

(c) all Work Product and other materials provided by or on behalf of Contractor will not contain any copy protection, automatic shut-down, lockout, “time bomb” or similar mechanisms that could interfere with Company’s exercise of its business or its rights under this agreement;

(d) all Work Product and other materials provided by or on behalf of Contractor will not contain any viruses, “Trojan horses” or other harmful code;

(e) all Work Product and other materials provided by or on behalf of Contractor not subject to any license or other terms that require that other software, documentation, information or other liability for such claim. This paragraph will not be interpreted materials incorporating or used with the Work Product or other or construed as a waiver of Contractor's right to assert any such materials provided by or on behalf Contractor, in whole or in part, be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no charge;

(f) it will comply with all applicable ordinances, codes, standards, laws, rules, regulations and orders of any governmental authority having jurisdiction over Contractor’s performance of Services, and will hold and fully comply with all required licenses, permits and approvals;

(g) it has all rights necessary for its execution and delivery of this agreement and performance of its obligations under this agreement.

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9. Company’s representations and warranties. Company represents and warrants that:

(a) it will comply with all applicable ordinances, codes, standards, laws, rules, regulations and orders of any governmental authority having jurisdiction over Company’s obligations under this agreement;

(b) it has all rights necessary for its execution and delivery of this agreement and performance of its obligations under this agreement.

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10. Indemnity. Contractor hereby releases and will defend, hold harmless, and indemnify Company, affiliates, directors, officers, employees, agents, successors and assigns (“Company Indemnified Parties”), from and against any allegation or claim based on, or any loss, damage, settlement, cost, expense and any other liability (including but not limited to reasonable attorneys' fees incurred or necessary to successfully establish the right to indemnification) (collectively, “Claims”), arising from or related to:

(a) any act or omission by Contractor or its personnel, including, without limitation any breach of this agreement or allegation or claim of negligence, strict liability, wilful misconduct or fraud of Contractor or its personnel; or

(b) any Claim that Services or Work Product violate, misappropriate or infringe any third party’s copyrights, patents, trade secrets, trademarks or other proprietary rights.

However, the foregoing does not apply to the extent such Claim results from Company’s negligence or wilful misconduct.

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11. Independent contractors. Contractor and Company are independent contractors in all matters relating to this agreement and applicable Work Orders, and this agreement will not be construed to create a partnership, joint venture, agency, employment, or any other relationship between Contractor and Company.

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12. Subcontractors. Contractor will not subcontract any Services or delegate any of its obligations under this agreement or any Work Order without the prior written consent of Company. If Company so consents, Contractor will ensure that any such subcontractor is bound to the terms of this agreement. Notwithstanding the existence or terms of any subcontract, Contractor is responsible for the full performance of Services and for its subcontractors’ compliance with the terms of this agreement.

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13. Confidentiality. Contractor will comply with the terms of any nondisclosure agreement between Contractor and Company. If no such agreement exists, Contractor and its representatives:

(a) will protect and keep confidential the existence of this agreement (including, without limitation, all Work Orders), its terms and conditions and any other information obtained from Company in connection with this agreement or related to Services that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary (including but not limited to all information relating to Company’s technology, customers, business plans, marketing activities and finances);

(b) will use such information only for the purpose of fulfilling its obligations under this agreement; and

All such information will remain Company’s exclusive property, and Contractor will have no rights to use such information except as expressly provided in this agreement.

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14. Work Product, Proprietary Rights. If Contractor delivers or is required to deliver to Company any work product in connection with Services, including but not limited to concepts, works, inventions, information, drawings, designs, templates, programs, or software (in source code and object code form), as well as any related documentation and instructions (whether developed by Contractor or any of its personnel, either alone or with others, and whether completed or in-progress) (collectively, “Work Product”), then Company owns, or upon assignment by the creator will own, all right, title and interest (including, but not limited to, all trademarks, trade secrets, copyrights, patents and any other intellectual property or proprietary rights) (collectively, “Proprietary Rights”) in such Work Product, except that Work Product does not include:

(a) any inventions or developments made by Contractor prior to the date of this agreement; or

(b) any improvements Contractor may make to its own proprietary software or any of its internal processes as a result of any Work Order, provided that such improvement do not infringe Company’s Proprietary Rights.

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15. Work for hire. Work Product has been specially ordered and commissioned by Company. Contractor agrees that Work Product is a “work made for hire” for copyright purposes, with all copyrights in Work Product owned by Company.

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16. License to Pre-Existing Work. To the extent Pre-Existing Work of Contractor is embodied in any Work Product, deliverables or Proprietary Rights, Contractor hereby grants Company a non-exclusive, worldwide, perpetual, irrevocable, fully paid up license to:

(a) use, make, have made, sell, offer to sell, reproduce, perform, display, distribute, and import such Pre-Existing Work;

(b) adapt, modify, and create derivative works of such Pre-Existing Work, and

sublicense such rights.

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17. Governing law. This agreement is governed by the laws of the England and Wales, without giving effect to principles of conflicts of law.

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18. Final provisions.

(a) This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements between the parties regarding the same subject matter.

(b) This agreement can be modified only by a written amendment signed by the parties.

(d) If any provision is unenforceable, the other provisions will remain effective.

(e) Parties may execute this agreement by electronic signatures or by facsimile in counterparts, which taken together will constitute one instrument.

(f) Neither party may assign or transfer this agreement without the prior written consent of the other party.

(g) Any notice under this agreement must be in writing and delivered personally or by overnight courier or sent by email.

(h) The section headings of this agreement are for convenience only and have no value for interpretation of agreement.

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19. Survival. The following provisions survive termination or expiration of this agreement: clause 7 (Payments and records) in respect of records; clause 28 (Indemnification); clause 36 (Confidentiality); clause 39 (Work for Hire); clauses 27 (Governing law), 28 (Final provisions) and 47 (Limitations of liabilities).

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20. Injunctive Relief. Contractor acknowledges that any material breach of clause 36 (Confidentiality) or clause 25 (Work for Hire), by Contractor would cause Company irreparable harm for which Company has no adequate remedies at law. Accordingly, Company is entitled to specific performance or injunctive relief for any such breach.

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21. Limitation of liabilities. No party will be liable (whether in contract or in tort) under any circumstances for any indirect, consequential (including but not limited to lost opportunities or profits), or punitive damages, even if such party has been advised of the possibility of such damages. Contractor’s liability under this agreement will not exceed the fees paid by Company under this agreement during the 12 months preceding the date upon which the related claim arose.