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Master Services Agreement

This Master Services Agreement ("Agreement") is made by and between Bergmatic Limited and its subsidiaries ("Service Provider"), with company registration number 15903955 and registered office at 5th Floor, 18 St. Swithin's Lane, London, England, EC4N 8AD, and ("Client").

1. Scope of Services

  • The specific services to be provided by Bergmatic Limited and its subsidiaries will be outlined in a separate Scope of Services document, which will be referenced in this Agreement.

2. Term and Termination

  • This Agreement shall commence on the date of execution and continue indefinitely until terminated by either party with 60 days' written notice. If there are any existing service contracts in place at the time of termination, the termination of this Agreement shall not take effect until 60 days after the completion of those service contracts.

3. Payment Terms

  • Billing Frequency:

    • Monthly in advance for predefined work.

    • On the last day of the month for any additional ad hoc work.

  • Payment Due: Payment is due within 15 days from the invoice date.

  • Late Payment Penalties: A penalty of 1.5% above the Bank of England base rate will apply to overdue payments.

4. Operating Hours

  • The standard operating hours for Bergmatic Limited and its subsidiaries are 9:00 AM to 5:00 PM United Kingdom time, Monday to Friday, excluding UK bank holidays. Work that falls under the agreed Scope of Services may specify different operating hours, which will override these standard hours as necessary.

5. Intellectual Property Rights

  • Ownership of all deliverables and associated intellectual property shall transfer to the Client upon full payment of the services provided. No license for use is granted until payment is received.

6. Confidentiality

  • Both parties agree to keep all confidential information private for a minimum period of two (2) years following the termination of this Agreement and with mutual obligations to securely destroyed or returned any confidential information. However, this clause does not restrict the Service Provider from advertising or publicizing the fact that it has provided services to the Client.

7. Data Protection and GDPR Compliance

  • Data Processing: Bergmatic Limited and its subsidiaries may process personal data provided by the Client as part of the services. However, Bergmatic Limited does not handle or collect personal data directly from data subjects unless a project specifically requires.

  • Data Security: All data processed by Bergmatic Limited will be stored on encrypted and secure servers to ensure the highest levels of data protection.

  • Breach Notification: In the event of a data breach involving personal data, Bergmatic Limited will notify the Client within 48 hours of becoming aware of the breach.

8. Client Responsibilities

  • The Client agrees to provide Bergmatic Limited with access to necessary software and systems in a non-shared manner. Bergmatic Limited requires its own access credentials, which must not be shared with the Client or third parties.

  • If the Client causes delays by failing to provide timely access, attend scheduled meetings, or fulfill other responsibilities, Bergmatic Limited reserves the right to bill the Client for any time allocated based on previously agreed-upon forecasts.

9. Liability and Indemnification

  • The maximum cumulative liability of Bergmatic Limited and its subsidiaries under this Agreement shall not exceed one hundred thousand pounds (£100,000). Excluded are liability for indirect, incidental, or consequential damages, including loss of profits or revenue.

    • Bergmatic Limited indemnifies the client against third-party claims arising from breaches of data protection laws by Bergmatic.

    • The client indemnifies Bergmatic Limited against claims arising from the client's misuse of the leads or non-compliance with laws.

10. Change Orders and Modifications

  • Any changes to the scope of work must be documented and agreed upon in a written change order signed by both parties before the changes are implemented. Scope of work changes can be approved via email or text message.

11. Dispute Resolution

  • This Agreement shall be governed by and construed exclusively in accordance with the laws of England and Wales. In the event of any dispute, the parties agree to first attempt to resolve the matter through good faith negotiations. The courts of England and Wales shall have exclusive jurisdiction over any disputes arising from the Agreement.

12. Force Majeure

  • Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of war, or pandemics.

13. Independent Contractor Status

  • Bergmatic Limited and its subsidiaries are engaged as independent contractors, and nothing in this Agreement shall create a partnership, joint venture, or employment relationship.

14. Subcontracting

  • Bergmatic Limited and its subsidiaries may subcontract work as necessary but will inform the Client in advance of any subcontracting arrangements.

15. Non-Solicitation and Non-Compete

  • The Client agrees not to solicit or engage with Bergmatic Limited's employees or contractors for a period of two (2) years following the termination of this Agreement. There are no geographical limitations to this clause.

16. Audit Rights

  • The Client shall have the right to audit Bergmatic Limited's work and records related to the services provided under this Agreement. Audits must be conducted during normal business hours with reasonable prior notice.

17. Notices

  • All formal notices required under this Agreement shall be sent via registered mail to the following address:

    • Bergmatic Limited 5th Floor, 18 St. Swithin's Lane, London, England, EC4N 8AD

18. Governing Language

  • This Agreement is drafted in English and shall be the governing language. No translations will be made, and in the event of any interpretation issues, the English version shall prevail.

19. Signature Method

  • This Agreement may be executed using digital signatures, which shall be considered as legally binding as original signatures. Additionally, scope of work changes may be approved via email or text message and will be binding upon written confirmation by both parties.

20. Miscellaneous

  • Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.

  • Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

  • Amendments: Any amendments to this Agreement must be made in writing and signed by both parties.

21. Signatures

  • This Agreement is effective as of the date signed by the first quote, order form or statement of work.

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