v.19.3.26

Master Service Agreement

This Master Service Agreement is between Servicom (High Tech) Limited and Customer (as designated in the relevant Order Form) as of the Effective Date (defined below)

BACKGROUND

The Supplier provides technology services including design, installation and commissioning services, managed services and support, and rental/subscription of equipment and software.The Customer wishes to procure, and the Supplier wishes to supply, such services on the terms of this Agreement.The parties agree as follows

Definitions and interpretation
1. In this Agreement:
  1. “Acceptance” means acceptance of Deliverables in accordance with clause 8.“Affiliate” means, in relation to a party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that party.“Applicable Data Protection Laws” means (as applicable) the UK GDPR and the Data Protection Act 2018, and any other laws relating to the processing of personal data, privacy and electronic communications, as amended from time to time.“Applicable Laws” means all laws, statutes, regulations and codes applicable to a party in connection with this Agreement and/or the Works.“Assets” means any equipment, hardware, tools, accessories, cabling and/or other items supplied, delivered, installed or used by the Supplier in connection with the Works, including Rental Equipment and any goods sold to the Customer (if applicable).“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.“Business Hours” means 08:45–17:00 Monday to Thursday and 08:45–16:00 Friday, excluding public holidays in England.“Change Control” means the change control procedure in clause 7.“Change Order” means a change order agreed in accordance with clause 7.“Confidential Information” means any information of a party (or its Affiliates) that is confidential in nature or is designated as confidential, including information relating to business, operations, finances, pricing, customers, suppliers, personnel, know-how, technology, systems, software, security, and this Agreement, but excluding information that:
    1. is or becomes public other than through breach of this Agreement;
    2. was lawfully in the receiving party’s possession before disclosure;
    3. is lawfully disclosed to the receiving party by a third party without restriction; or
    4. is independently developed without use of the disclosing party’s Confidential Information
      “Control” means ownership of more than 50% of the voting rights or the power to direct management policies, and Controlled shall be construed accordingly.“Customer Materials” means all documents, information, data, items and materials supplied by or on behalf of the Customer to the Supplier in connection with the Works.“Customer Personal Data” means any personal data processed by the Supplier as processor on behalf of the Customer under this Agreement.“Deliverables” means the outputs to be provided by the Supplier to the Customer as specified in a Statement of Work, excluding Rental Equipment and Third Party Products.“Effective Date” means:
      1. where the Order is formed by a signed Order Form or SoW, the date specified as the effective date in that document;
      2. where the Order is formed by a Customer purchase order referencing a Servicom quotation, the date of that purchase order; or
      3. where neither (a) nor (b) applies or produces an earlier date, the date of delivery of Rental Equipment or commencement of Works, whichever is earlier
        Where this Agreement is entered into by multiple Orders over time, the Effective Date of the Agreement is the Effective Date of the first Order.“Fees” means the charges payable by the Customer under this Agreement, including SoW Charges and Subscription/Rental Charges.“Good Industry Practice” means the exercise of reasonable skill, care and diligence that would ordinarily be expected from a competent and experienced supplier providing services similar to the Works under similar circumstances, in compliance with Applicable Laws.“Intellectual Property Rights” or “IPR” means patents, copyright, database rights, trade marks, design rights, domain names, rights in confidential information and all other intellectual property rights, registered or unregistered, and including applications and renewals.“Order Form” means a written ordering document specifying the Works to be provided hereunder, which is either:
        signed by both parties and expressly references this Agreement; or
        a purchase order issued by the Customer in response to a Servicom quotation that expressly states that this Agreement is incorporated.
        In either case the document must identify the Works, charges and (where applicable) the Minimum Term. An "active Order" is any Order that has not been terminated or expired. “Rental Equipment” means Supplier-owned equipment made available to the Customer for rental/use under an Order Form.“SoW Charges” means the charges for Works set out in a Statement of Work or, where Works are specified in a Servicom quotation accepted by Customer purchase order, the charges set out in that quotation.“Statement of Work” or “SoW” means: (a) a written statement of work agreed under clause 3 and signed by both parties; or (b) a Servicom quotation accepted by Customer purchase order, where that quotation contains sufficient detail of the scope of Works, deliverables, location and (where applicable) timetable to identify the obligations of each party. Where a quotation serves as a SoW, references in this Agreement to a "signed SoW" shall be read as references to a quotation accepted by purchase order.“Subscription Services” means subscription, rental, licence or similar continuing services (including Software subscriptions, hosted services, and Rental Equipment availability) described in an Order Form.“Supplier Materials” means all materials, tools, methodologies, templates, systems, software, firmware, documentation, know-how and other items used or developed by or for the Supplier in providing the Works, excluding Customer Materials and Deliverables (to the extent created specifically for the Customer).“Supplier Personal Data” means any personal data processed by the Supplier as controller in its own right.“Third Party Products” means any goods, software, services or deliverables supplied by a third party (including manufacturers and licensors), whether procured by the Supplier on behalf of the Customer or specified by the Customer.“UK GDPR” has the meaning given in section 3(10) of the Data Protection Act 2018.“VAT” means value added tax chargeable in the UK.“Works” means the services provided by the Supplier under one or more SoWs and/or Order Forms.
2. Interpretation
  (a) Clause headings do not affect interpretation.(b) References to “including” are illustrative and not limiting.(c) References to writing include email.(d) A reference to legislation includes amendments and replacements
Commencement and term
1. This Agreement commences on the Effective Date and continues until terminated in accordance with clause 16.
2. This Agreement is a framework agreement. The Customer may procure Works only by entering into a SoW and/or Order Form in accordance with clause 3.
3. Subscription Services and Rental Equipment may have a minimum term as set out in the applicable Order Form. If the framework Agreement terminates, Order Forms and SoWs will end in accordance with clause 16 and clause 17, subject to any accrued rights and payment obligations.
Statements of work and order forms
1. Formation
  - The Customer may request a draft SoW or Order Form for specified Works.
  - The Supplier may (acting reasonably) accept or decline a request.
  - A SoW or Order Form is binding when:
    - (i) signed by both parties; or
    - (ii) formed by Customer purchase order in accordance with clause 3.1(d).
  - Where a Servicom quotation expressly states that this Agreement is incorporated, a binding Order is formed upon the Customer issuing a purchase order that references that quotation by number or description, without requiring countersignature by the Supplier. The Supplier reserves the right to reject a purchase order by written notice to the Customer within 5 Business Days of receipt, acting reasonably.
  - Where a Customer purchase order contains or incorporates terms and conditions, those terms and conditions are expressly excluded and shall have no effect. This Agreement and the relevant Servicom quotation shall govern the Order exclusively, regardless of any terms appearing on, attached to, or referenced by the Customer's purchase order
2. Each SoW and Order Form forms part of this Agreement and is not a separate contract.
3. If there is a conflict, the following order of precedence applies (highest first):
  1. (a) this Agreement;
  2. (b) the applicable Statement of Work (including any Servicom quotation serving as a SoW under clause 1.1);
  3. (c) the applicable Order Form (including any Servicom quotation accepted by Customer purchase order);
  4. (d) Any Schedules (unless expressly stated otherwise).
    Where a single Servicom quotation serves as both the SoW and the Order Form, it occupies the position of SoW in the above hierarchy.
4. Where a single Servicom quotation serves as both the SoW and the Order Form, it occupies the position of SoW in the above hierarchy.
Rental equipment and subscription services
1. Title and ownership
  1. Title to Rental Equipment and any Supplier Materials remains with the Supplier (or its licensors).
  2. The Customer acquires no title in Rental Equipment and shall not remove, obscure or alter Supplier ownership markings.
2. Risk of loss, theft or damage to Rental Equipment passes to the Customer on delivery (or installation if earlier agreed) and remains with the Customer until returned and accepted by the Supplier in accordance with clause 4.7.The Customer shall:
  1. keep Rental Equipment secure, in good condition (fair wear and tear excepted), and used only in accordance with Supplier instructions and Applicable Laws;
  2. not sell, assign, charge, encumber, sub-rent or otherwise dispose of Rental Equipment;
  3. not permit any third party to service or modify Rental Equipment without Supplier consent; and
  4. promptly notify the Supplier of any loss, theft or damage.
3. Unless otherwise stated in an Order Form, the Customer shall maintain insurance covering the full replacement value of Rental Equipment (including accidental damage, theft and loss) with reputable insurers and provide evidence on request.
4. Loss or damage
  1. If Rental Equipment is lost, stolen or damaged (beyond fair wear and tear), the Customer shall pay the Supplier the cost of repair or replacement (at Supplier option), plus any reasonable logistics and reconfiguration costs.
  2. Fees continue to accrue until Rental Equipment is replaced and/or returned (as applicable).
5. The Customer shall keep Rental Equipment at the site(s) agreed and allow the Supplier reasonable access (on reasonable notice, save in emergencies) to inspect, maintain, replace or recover Rental Equipment.
6. Subscription Services
  1. Subscription Services are provided for the term specified in the relevant Order Form.
  2. Unless otherwise stated in the applicable Order Form or Servicom quotation, Subscription Services renew automatically for successive periods of 12 months unless either party gives not less than 90 days' written notice prior to renewal. Where a Servicom quotation specifies a different renewal mechanism, requires affirmative opt-in to renewal, or specifies a different notice period, the terms of that quotation shall prevail over this clause 4.6(b).
  3. The Supplier may modify Subscription Services where necessary to maintain functionality, security, compliance or supplier support, provided the modification does not materially reduce core functionality described in the relevant Order Form.
7. Return on expiry/termination
  1. On expiry or termination of an Order Form (or this Agreement), the Customer shall (at Supplier election):
    1. return Rental Equipment to the Supplier (at Customer cost) within 10 Business Days; and/or
    2. make it available for collection by the Supplier.
  2. If the Customer fails to comply, the Supplier may enter the Customer’s premises (with reasonable notice and during normal hours) to recover Rental Equipment, and the Customer shall reimburse reasonable recovery costs.
8. Term length where Order formed by purchase order
  1. Where an Order is formed by Customer purchase order referencing a Servicom quotation, the Minimum Term, Start Date, End Date and Early Termination Charges applicable to that Order shall be as specified in the relevant quotation.
  2. Where the quotation defines the Start Date by reference to an event (including delivery of Rental Equipment or completion of installation), the Supplier's delivery documentation or commissioning sign-off shall be conclusive evidence of the Start Date, absent manifest error
  3. Where the quotation does not specify a Start Date, the Start Date shall be the date of delivery of Rental Equipment or commencement of Works, whichever is earlier, as evidenced by the Supplier's records.
Supplier responsibilities
1. The Supplier shall perform the Works with reasonable care and skill and in accordance with Good Industry Practice.
2. The Supplier’s ability to perform the Works may depend on timely Customer cooperation and access. The Supplier is not responsible for delay or failure caused by the Customer’s acts/omissions or third parties outside Supplier control.
3. The Supplier may subcontract any part of the Works. The Supplier remains responsible for subcontracted performance, subject to the limitations in this Agreement.
4. Third Party Products
  1. The Supplier may procure Third Party Products on behalf of the Customer where agreed.
  2. Third Party Products are subject to third-party terms. The Supplier does not give warranties beyond those provided by the third party.
  3. The Supplier is not liable for Third Party Product failures except to the extent caused by the Supplier’s breach of this Agreement.
Customer obligations
The Customer shall:
1. cooperate with the Supplier and provide timely instructions, decisions and approvals;
2. appoint a manager for each SoW/Order Form with authority to bind the Customer;
3. provide the Supplier with access to premises, systems, and information as reasonably required;
4. ensure Customer Materials are accurate, complete and lawful;
5. ensure its premises, power, network, environmental conditions and any Customer equipment are fit for purpose;
6. comply with any reasonable health and safety and security requirements notified to the Supplier in advance; and
7. obtain all necessary permissions, licences and consents for the Works and the Customer’s use of Deliverables, Rental Equipment and Third Party Products.
Customer default
1. If the Customer breaches this Agreement or a SoW/Order Form, the Supplier is relieved from performing affected obligations to the extent impacted, provided the Supplier notifies the Customer in reasonable detail.
2. If the Customer fails to remedy a material breach (including non-payment) within 10 Business Days of notice (or sooner where the breach is not remediable), the Supplier may suspend performance of Works and/or disable access to Subscription Services (to the extent reasonably practicable and lawful) until the breach is remedied. Fees continue to accrue during suspension.
3. The Supplier is entitled to an extension of time and adjustment to Fees to reflect delays and/or additional costs caused by the Customer’s breach.
Acceptance
1. Acceptance criteria (if any) shall be set out in the relevant SoW.
2. Unless otherwise stated in a SoW:
  1. Deliverables will be deemed accepted on the earlier of:
    1. Customer written acceptance;
    2. use of the Deliverables in production/business-as-usual (other than for testing); or
    3. 15 Business Days after delivery, unless the Customer notifies the Supplier in writing of material non-conformity with the SoW (with reasonable detail).
  2. The Supplier shall use reasonable endeavours to remedy any notified material non-conformity within a reasonable time. Deemed acceptance applies once the material non-conformity is remedied or the Customer uses the Deliverables.
3. Minor defects that do not materially affect use do not prevent Acceptance and shall be remedied within a reasonable time.
Change control
1. Either party may propose changes to the Works. No change is effective unless documented in a Change Order signed by both parties.
2. A Change Order shall set out the change and its impact on:
  1. scope/specification;
  2. timetable/milestones;
  3. Fees; and
  4. any other relevant terms.
3. Where changes are required to comply with Applicable Laws, safety requirements, or supplier/manufacturer requirements, the Supplier may implement such changes. If such changes materially increase Supplier cost, the parties shall agree an equitable adjustment to Fees
4. The Supplier may charge for Change Order preparation where the Customer’s request reasonably requires more than 4 hours’ effort, at the prevailing labour rates (subject to prior notice). If the Customer does not proceed with a Change Order after requesting preparation, the Customer shall pay the Supplier's reasonable costs of preparation.
Charges and payment
1. The Customer shall pay the Fees in accordance with the applicable SoW, Order Form or Servicom quotation (as the case may be) and this clause 10.
2. Unless otherwise stated in the applicable SoW, Order Form or Servicom quotation:
  1. fixed fees may be invoiced in advance and/or on milestones;
  2. time and materials are invoiced monthly in arrears
  3. Subscription Services and Rental Equipment charges are invoiced quarterly in advance.Where a Servicom quotation specifies a different invoicing schedule or frequency, the quotation shall prevail
3. Invoices are payable within 30 days of receipt to the Supplier’s nominated account.
4. All Fees are exclusive of VAT, which shall be added where applicable.
5. Unless included in Fees, the Customer shall reimburse reasonable pre-approved travel, subsistence and ancillary expenses, and pass-through costs for Third Party Products and licences.
6. If the Customer fails to pay by the due date, the Supplier may charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (or, if higher, 8% per annum above Bank of England base rate), accruing daily.
7. If the Customer disputes an invoice in good faith, it shall pay the undisputed portion by the due date and notify the Supplier within 10 Business Days of receipt, providing reasonable details of the dispute. The parties shall resolve disputes promptly
8. Unless otherwise stated in a SoW, Order Form or Servicom quotation, the Supplier may increase recurring Fees once per 12-month period by the higher of:
  1. CPI (or successor index); and
  2. 4.0%
    subject to a maximum increase of 8% in any 12-month period, on not less than 30 days’ written notice.For pass-through costs set by manufacturers/third parties, the Supplier may pass through increases outside the above cap, on reasonable evidence.
Audit
1. Once per 12-month period, the Customer may audit the Supplier’s records solely to verify Fees charged under a SoW (excluding Supplier cost build-ups and unrelated confidential information), by giving at least 15 Business Days’ written notice.
2. Audits shall:
  1. occur during Business Hours;
  2. not exceed 2 Business Days;
  3. be conducted by Customer personnel or professional advisers subject to confidentiality obligations; and
  4. not unreasonably interfere with Supplier operations.
3. The Customer bears its audit costs. If an audit identifies an overcharge of more than 5% of the audited amount, the Supplier shall reimburse reasonable audit fees and correct the overcharge.
4. If an audit identifies an overcharge of less than 5% of the audited amount, the Customer shall bear all audit costs. The Supplier shall not be required to provide the same records for audit more than once in respect of the same period unless there is evidence of fraud or material error.
Intellectual property
1. The Customer (and/or its licensors) retains all IPR in Customer Materials. The Customer grants the Supplier a non-exclusive, royalty-free licence during the term to use Customer Materials solely to perform the Works.
2. The Supplier (and/or its licensors) retains all IPR in Supplier Materials. Except as expressly stated, no rights are granted.
3. Unless otherwise stated in a SoW:
  1. the Supplier grants the Customer a non-exclusive, non-transferable (except as permitted by clause 19), royalty-free licence to use the Deliverables for the Customer’s internal business purposes;
  2. where Deliverables incorporate Supplier Materials, the licence in clause 12.3(a) extends only to the extent necessary to use the Deliverables.
4. All generic tools, templates, methodologies, know-how and reusable configurations remain Supplier Materials, even if created in the course of the Works.
5. Third Party Products are licensed on third-party terms. The Customer shall comply with those terms.
6. The Supplier shall defend any claim that Deliverables (excluding Third Party Products and Customer Materials) infringe UK IPR, and indemnify the Customer against direct damages and reasonable costs finally awarded, provided the Customer:
  1. promptly notifies the Supplier;
  2. provides reasonable cooperation; and
  3. allows the Supplier sole control of defence and settlement.The Supplier may, at its option:
    1. procure the right to continue using;
    2. modify to avoid infringement; or
    3. replace with a non-infringing equivalent.
      Clause 12.6 does not apply where infringement arises from Customer Materials, Customer instructions, unauthorised modifications, combination with non-Supplier items, or use outside the permitted scope.The Supplier’s total liability under this clause 12.6 is subject to clause 17.5 (Liability cap).
Insurance: The Supplier shall maintain insurance required by law and, as a minimum:
1. public liability insurance of not less than £5,000,000 per claim; and
2. where relevant to the Works, professional indemnity insurance of not less than £2,000,000 per claim, during the term and for 2 years thereafter.
  Evidence of cover will be provided on reasonable request.
Compliance with laws and policies
1. Each party shall comply with Applicable Laws.
2. If the Customer requires compliance with specific Customer policies, such policies must be set out in a written Mandatory Policies document as at the Effective Date. The Customer may amend the Mandatory Policies from time to time by giving not less than 90 days' written notice. If any amended Mandatory Policy would require the Supplier to incur material additional costs (exceeding £1,000 or 5% of annual Fees, whichever is lower) or make material changes to its business practices, the parties shall discuss in good faith an appropriate adjustment to the Fees or other terms. If the parties cannot agree within 30 days, the Supplier may elect to:
  1. comply with the amended policy and increase Fees by its reasonable additional costs; or
  2. terminate the affected SoW/Order Form on 60 days' notice without penalty
Data protection
1. Each party shall comply with Applicable Data Protection Laws.
2. Where the Supplier processes Customer Personal Data as processor, the parties agree the data processing provisions in the Data Processing Addendum.
3. The Supplier may use sub processors, provided it maintains an up-to-date list on request and remains responsible for their compliance.
4. International transfers (if any) will be carried out using appropriate safeguards as required by Applicable Data Protection Laws.
5. The Supplier's liability for breaches of this clause 15 (including breaches of Applicable Data Protection Laws) shall be subject to the limitation in clause 17.5, save that such limitation shall not apply to:
  1. fines or penalties imposed by the Information Commissioner's Office or any supervisory authority directly on the Supplier for its own breaches; or
  2. losses arising from the Supplier's wilful or reckless breach of its data protection obligations
Confidentiality
1. Each party shall keep the other party’s Confidential Information confidential and use it only to perform this Agreement.
2. A party may disclose Confidential Information to its personnel, contractors, professional advisers and Affiliates who need to know, provided it ensures compliance with this clause 16.
3. Disclosure may be made where required by law or a competent authority (where lawful, with prior notice).
4. This clause survives termination for 5 years (and for trade secrets, indefinitely)
Risk, warranties and liability
1. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.
2. Warranties
  1. The Supplier warrants it will provide the Works with reasonable care and skill.
  2. Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted (including implied warranties of fitness for purpose), noting that the Customer is contracting in the course of business.
  3. The Supplier does not warrant that the Works, Deliverables, Rental Equipment or Third Party Products will be fit for any particular purpose, whether expressly or impliedly made known to the Supplier, except to the extent that the Customer has relied, and it was reasonable for the Customer to rely, on the Supplier's skill and judgement, and only in respect of matters expressly specified in writing in the applicable SoW or Order Form
3. The Supplier is not responsible for issues caused by the Customer’s systems, networks, environments, data, or third-party services, or by Customer misuse, except to the extent caused by Supplier breach.
4. Subject to clause 17.1, neither party is liable for:
  1. loss of profits, revenue, business, anticipated savings or goodwill;
  2. indirect or consequential loss;
  3. loss or corruption of data (except to the extent caused by a party’s breach of clause 15, and then subject to clause 17.5).
5. Subject to clause 17.1, the Supplier’s total aggregate liability arising out of or in connection with this Agreement (including each SoW/Order Form), whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of:
  1. £25,000; and
  2. 125% of the Fees paid and payable under the relevant SoW/Order Form in the 12 months preceding the event giving rise to the claim.
6. Each party shall use reasonable endeavours to mitigate its losses.
Termination
1. Either party may terminate this Agreement (and/or any SoW/Order Form) immediately by written notice if the other party:
  1. commits a material breach and (if remediable) fails to remedy it within 30 days of written notice specifying the breach and requiring remedy; or
  2. repeatedly breaches this Agreement in a way that reasonably indicates an intention or inability to perform; or
  3. becomes Insolvent. Insolvent means a party: is unable to pay debts, enters administration/liquidation, has a receiver appointed, enters a compromise with creditors, or any analogous event.
2. Either party may terminate this Agreement for convenience by giving not less than 6 months’ written notice, provided that:
  1. termination for convenience cannot be served before the date falling 24 months after the Effective Date; and
  2. existing SoWs/Order Forms continue until completion/expiry unless earlier terminated in accordance with this Agreement.
  3. Where an Order Form specifies a minimum term, the Customer may not terminate that Order Form for convenience during the minimum term. If the Customer terminates early other than for Supplier breach, the Customer shall pay the Early Termination Charges set out in the Order Form (or, if none, 100% of the remaining Fees due for the minimum term, less any costs saved by the Supplier as a result of early termination, which the Supplier shall use reasonable endeavors to mitigate).
  4. If payment is overdue by more than 15 days, the Supplier may suspend under clause 7 and/or terminate the affected SoW/Order Form on 5 Business Days’ notice.
Consequences of termination
1. Accrued rights, Fees due, and clauses intended to survive shall remain enforceable.
2. On termination/expiry:
  1. each party shall return or destroy the other’s Confidential Information on request (subject to legal retention);
  2. the Customer shall immediately cease using Deliverables and Supplier Materials except as licensed and paid for;
  3. Rental Equipment return/recovery shall be dealt with under clause 4.7;
  4. the Customer shall pay all outstanding Fees and approved expenses.
3. If requested by the Customer, the Supplier shall provide reasonable exit assistance at its then-current rates, for up to 30 days unless otherwise agreed in writing. The Supplier shall not be required to provide assistance that would:
  1. require disclosure of the Supplier's confidential information, proprietary methodologies or trade secrets to a replacement supplier who is a competitor of the Supplier;
  2. require the Supplier to provide services beyond the scope of the Works previously provided; or
  3. interfere with the Supplier's other business commitments. Exit assistance shall be subject to the Customer's continued payment of all outstanding Fees and compliance with this Agreement
Force majeure
1. Neither party is liable for failure or delay caused by events beyond its reasonable control (including fire, flood, war, terrorism, pandemic, government action, strikes not limited to the affected party).
2. The affected party shall notify the other party and use reasonable endeavours to mitigate.
3. If a Force Majeure event continues for more than 45 days, either party may terminate the affected SoW/Order Form on 10 Business Days’ notice
4. During a Force Majeure event:
  1. the affected party's obligations shall be suspended to the extent prevented by the Force Majeure event;
  2. any deadlines, milestones or delivery dates shall be extended by the duration of the Force Majeure event plus a reasonable period for remobilisation;
  3. recurring Fees shall continue to accrue unless the Force Majeure event prevents the Supplier from providing the relevant services, in which case Fees shall be adjusted pro-rata for the period of nonprovision; and
  4. the Supplier shall be entitled to recover any reasonable additional costs incurred as a result of the Force Majeure event (including demobilisation and remobilisation costs).
Assignment and subcontracting
1. The Supplier may assign or subcontract this Agreement and/or any SoW/Order Form to an Affiliate or in connection with a change of control, merger or sale of business, on written notice to the Customer
2. The Customer may not assign this Agreement without Supplier's prior written consent (not to be unreasonably withheld where:
  1. the assignee is of equivalent or better creditworthiness as at the Effective Date;
  2. the assignee agrees in writing to be bound by this Agreement;
  3. the assignee is not a direct competitor of the Supplier; and
  4. the Customer provides at least 30 days' prior written notice). The Supplier may withhold consent if the assignment would materially prejudice the Supplier's position or require the Supplier to disclose confidential information to a competitor.
Variation
No variation is effective unless in writing and signed by authorised representatives, except as expressly provided under Change Control.
Waiver
A waiver is effective only if in writing. Failure or delay to exercise a right is not a waiver.
Severance
If any provision is invalid, it is deemed modified to the minimum extent necessary to make it valid; if not possible, it is severed without affecting the remainder.
Entire agreement
This Agreement, SoWs, Order Forms and any Servicom quotations accepted by Customer purchase order constitute the entire agreement between the parties in respect of the Works to which they relate and supersede all prior discussions, representations and agreements relating to the same subject matter. Neither party relies on any statement, representation or warranty not set out in this Agreement or the relevant SoW, Order Form or quotation.
No partnership or agency
Nothing creates a partnership, joint venture or agency relationship. Neither party may bind the other.
Third party rights
No person has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement.
Notices
1. Notices must be in writing and delivered by hand or pre-paid first-class post (or next Business Day courier) to the address of the receiving party as specified in the relevant SoW, Order Form or Servicom quotation. Notices may also be sent by email to the addresses specified in the relevant SoW, Order Form or quotation. Where the Order is formed by Customer purchase order and no separate address has been agreed, the address appearing on the Customer's purchase order shall constitute the Customer's address for notices under that Order.
2. Deemed receipt:
  1. hand: on delivery (or next Business Day if after 17:00);
  2. post/courier: 09:00 on the second Business Day after posting
Counterparts
This Agreement may be executed in counterparts, each of which is an original and together constitute one instrument.
Marketing and Case Studies
1. Following completion of the Works, the Supplier may, subject to this clause, identify the Customer as a client of the Supplier and include the Customer’s name, logo and a high-level, non-confidential description of the Works in the Supplier’s case studies, marketing materials, proposals, presentations and website
2. The Supplier shall not disclose any Confidential Information or commercially sensitive information of the Customer and shall ensure that any such use is reasonable, factual and made in good faith
3. The Customer may withdraw its consent under this clause on reasonable written notice, in which case the Supplier shall cease any future use as soon as reasonably practicable.
Governing law and jurisdiction
This Agreement and any dispute or claim (including non-contractual) is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.