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This Master Services Agreement is made between Quorso UK Limited, a company registered in England with number 10040671 and having its registered office at 60 St Martin’s Lane, London WC2N 4JS (“Quorso”); and each party (a “Client”) that executes an Order for the Platform and/or any Services (each as defined below). Between Quorso and each Client, the Agreement consists of these terms, each Order, including any exhibits or Statement of Work, and each amendment of any of the foregoing. This Agreement is effective as of the date of the last signature appearing on Client’s initial Order (the “Effective Date”). By executing the initial Order, Client agrees to the terms set forth below.
A. Quorso has developed certain software applications and platforms to improve business efficiency.
B. The Client wishes to use Quorso’s service in its business operations.
C. Quorso has agreed to provide and the Client has agreed to take and pay for Quorso’s service subject to the terms and conditions of this Agreement.
It is agreed:
1. Definitions and Interpretation
1.1. Unless the context requires otherwise, in this Agreement the following definitions shall apply:
“Agreement” means this agreement and any schedules to this agreement, any Order, and Statement of Work and any documents expressly referred to in the aforementioned documents, and any amendments to those documents made by Quorso or agreed between the parties from time to time.
“Business Days” Mondays to Fridays, excluding English Bank and public holidays.
“Business Hours” 09:00 to 18:00 London time on Business Days.
“Charges” means the Fees and all other charges payable by the Client for the Services, as set out in the applicable Order or Statement of Work.
“Confidential Information” means any information, data, documentation and other material of any kind (including Client Data and Client Personal Data, if any) disclosed by either party to the other party at any time before or during the Term (whether in writing, orally or otherwise) that at the time of disclosure (i) is marked as “confidential”; or (ii) should reasonably be understood to be confidential, and shall include the disclosing party’s affairs, customers, clients, suppliers, financial performance, plans, intentions, market opportunities, operations, processes, product information (including, for the avoidance of doubt, the modules), know-how, designs, trade secrets, technology, software, presentations, analyses and other material prepared in relation thereto by the disclosing party.
“Client Data” means any data provided by the Client to Quorso under the Agreement.
“Client Personal Data” means any Personal Data provided by the Client to Quorso under the Agreement.
“Client” means the person or entity identified as such in an Order.
“Data Extract” means the provision of relevant financial and operational data to provide the Services, as agreed with the Client.
“Deployment Date” means the date as specified in the Order.
“Effective Date” means the date this Agreement is signed by both parties.
“Fees” means the fees for use of the Platform based on the Platform Fee Structure, and/or Services as executed in an Order or Statement of Work.
“Force Majeure Event” an event, or a series of related events, that is outside the reasonable control of the party affected, including: failures of the internet or any public telecommunications network; hacker attacks; denial of service attacks; virus or other malicious software attacks or infections; power failures; industrial disputes affecting any third party; changes to the law; disasters, explosions, fires, floods, riots, terrorist attacks and wars.
“Initial Term” means the term as specified in the Order from the Deployment Date.
“Intellectual Property Rights” patents, rights in inventions, know how, show how and trade secrets, copyright and related rights, moral rights, registered designs, design rights, database rights, semiconductor topography rights, trade marks and service marks, trade names, business names, brand names, get up, logos, domain names and URLs, rights in unfair competition, goodwill and rights to sue for passing off and any other intellectual property rights (in each case, whether or not registered, and including all applications to register and rights to apply to register any of them and all rights to sue for any past or present infringement of them) and all rights or forms of protection having equivalent or similar effect in any jurisdiction.
“Order” means an order by the Client for the Services (using Quorso’s standard order form, unless otherwise agreed by Quorso) which has been accepted in writing by Quorso. Each Order will be incorporated into this Agreement by references.
“Permitted Users” means the number of users which the parties have agreed in writing shall have access to the Platform pursuant to and only for the purposes of this Agreement.
“Platform” means Quorso’s proprietary web portal allowing access to the Platform Attributes set out in the Order.
“Platform Attributes” means the quantified usage of the Platform as defined on an Order Form, which include, but are not limited to the number of Business Units, P&L Mappings, Users, computer servers, API calls or other licensing attributes defined by the Order.
“Platform Fee Structure” means the structure (which is based on the Platform Attributes and Permitted Users) agreed with the Client on which Quorso shall charge its Fees for use of the Platform.
“Statement/s of Work” means the initial statement of work (unless an Order is used instead of a Statement of Work) and any further statements of work which are entered into pursuant to this Agreement from time to time and signed by both parties.
“Set-Up Fee” means the agreed charges for set up of the Platform on the Client’s systems as detailed in the Order.
“Services” means the set up and provision of the Platform and other services related to it as set out in the applicable Order or Statement of Work.
“SLA” means the service level agreement in Quorso Support Agreement
“Subscription” means the subscription purchased by the Client which entitles the Permitted Users to access and use the Platform in accordance with this Agreement.
1.2. In the Agreement, a reference to a statute or statutory provision includes a reference to that statute or statutory provision as modified, consolidated and/or re-enacted from time to time and any subordinate legislation made under that statute or statutory provision.
1.3. The clause headings do not affect the interpretation of this Agreement and general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
2.1. In case of a conflict or inconsistency between the parts of the Agreement, a document higher in the following list shall take precedence over a document lower in the list:
b. Statement of Work;
c. Main body of the Agreement; and
This Agreement shall, unless otherwise terminated as provided in this clause 3, commence on the Effective Date and shall continue for the Initial Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
i. Either party notifies the other party of termination, in writing, at least 90 days before the end of any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Renewal Period; or
ii. Either party notifies the other party of termination, in writing, at least 14 days before the end of the Initial Term, in which case this Agreement shall terminate at the end of the Initial Term.
iii. Otherwise terminated in accordance with the provisions of this Agreement;
and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.
4.1. Subject to the Client paying for the Services in accordance with clause 10, the restrictions in this clause 4 and otherwise complying with the terms of this Agreement, Quorso hereby grants to the Client a non-exclusive, non-transferable right (without the right to grant sub-licences) to use the Platform to receive the Services during the Term solely for the Client’s internal business operations.
4.2. The licence granted by Quorso to the Client under clause 4.1 is subject to the Platform being used only by the Permitted Users and Platform Attributes as agreed and set out in the Order and/or Statement of Work (as applicable).
4.3. Except to the extent expressly permitted by the Agreement or required by law on a non-excludable basis, the licence granted by Quorso to the Client under clause 4.1 is subject to the following prohibitions:
a. The Client must not sub-licence, assign or otherwise transfer its right to access and use the Platform or Services;
b. The Client will not allow or suffer its Subscription to be used by someone who is not a Permitted User and will not permit any unauthorized access or use of the Platform or Services;
c. The Client shall not exceed or breach any limits on the Subscription, including but not limited to exceeding the Permitted Users and/or Platform Attributes without notifying Quorso in writing of such changes;
d. The Client shall permit Quorso or Quorso’s designated auditor to audit the Services in order to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, with reasonable prior notice and in such a manner as not to substantially interfere with the Client’s normal conduct of business;
e. If any of the audits referred to in clause 4.3(e) reveal that any of the terms of this Agreement have been breached, the Client shall take all steps necessary to correct and remedy the breach (failure to do so within 5 Business Days shall constitute a material breach of this Agreement);
f. If any of the audits referred to in clause 4.3(e) reveal that the Client has underpaid Charges to Quorso, then without prejudice to Quorso’s other rights, the Client shall pay to Quorso an amount equal to such underpayment as calculated in accordance with the Charges within 10 Business Days of the date of the relevant audit.
4.4. The Client shall use reasonable endeavours, including reasonable security measures relating to its account access details, to ensure that no unauthorized person may gain access to the Platform or the obtain the benefit of the Services.
4.5. The Client must not use the Platform or Services in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.6. For the avoidance of doubt, the Client has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
4.7. Quorso may suspend the Client’s access to the Platform if the Client uses the Platform in a way which breaches this clause 4 or if any amount due to be paid by the Client to Quorso under the Agreement is overdue, and Quorso has given to the Client at least five (5) Business Days’ written notice, following the amount becoming overdue, of its intention to suspend the Client’s access to and utilisation of the Platform on this basis.
4.8. The rights provided under this clause 4 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.
Where Quorso provides additional consultancy services (which shall be detailed in a Statement of Work), the terms of Quorso Consultancy Agreement shall apply to the provision of such Services.
6.1. The Client agrees that it shall:
a. Take all necessary steps to ensure that the Data Extract does not contain any highly confidential or special category Client Personal Data including but not limited to payroll data;
b. Take all necessary steps to ensure that the Data Extract does not contain any virus or other malicious defects;
c. Co-operate with Quorso and promptly respond to Quorso’s queries regarding the Data Extract;
d. Provide or procure for Quorso any information or documentation reasonably requested and any applicable governmental, legal and regulatory licences, consents and permits as are reasonably necessary for Quorso to provide the Services; and
e. Provide a point of contact with whom Quorso’s customer success team can liaise.
6.2. The Client shall provide to Quorso, or procure for Quorso, such access to the Client’s computer hardware, software, networks and systems as may be reasonably required by Quorso to enable Quorso to perform its obligations under the Agreement.
7.1. The Client hereby grants to Quorso the following non-exclusive licences:
a. To collect, copy, store, distribute, export, edit and translate the Client Data to the extent reasonably required for the performance of Quorso’s obligations and the exercise of Quorso’s rights under the Agreement, together with the right to sub-licence these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Quorso’s obligations and the exercise of Quorso’s rights under the Agreement; and
b. To aggregate, merge, compare and infer connections between anonymised Client Data (“Derived Data”) and anonymised data obtained from other clients of Quorso for the purpose of improving Quorso’s service offering. For the avoidance of doubt, no part of the Derived Data shall be Client Personal Data, as it shall be fully anonymised.
7.2. The Client warrants to Quorso that the use of the Client Data by Quorso in accordance with the Agreement will not breach the provisions of any law, statute or regulation, infringe the Intellectual Property Rights or other legal rights of any person or give rise to any cause of action against Quorso (in each case in any jurisdiction and under any applicable law).
Unless the parties enter into a separate data processing agreement, the parties agree to be bound by and will comply with the processing terms set out in an executed Data Processing Addendum in respect of the Client Personal Data.
9.1. Except as expressly provided herein, nothing in the Agreement shall operate to assign or otherwise transfer any Intellectual Property Rights from Quorso to the Client, or from the Client to Quorso.
9.2. The Client (or its licensors) retains ownership of all Intellectual Property Rights in the Client Data.
9.3. Quorso (or its licensors) retains ownership of all Intellectual Property Rights in the Platform, modules on the Platform and the Derived Data.
9.4. The Client grants to Quorso a non-exclusive, royalty-free, irrevocable, non-transferable right to use the Client’s logo and name to advertise the Platform and the Services.
10.1. The Client acknowledges that the Fees for the Platform are based on the Permitted Users and Platform Attributes and the Client shall not exceed these amounts.
10.2. Client may increase Permitted Users and Platform Attributes at any time during the term of the Agreement by executing a new Order identifying the additional Permitted Users and/or Platform Attributes and related pricing. Increases in Permitted Users or Platform Attributes will co-terminate on the same date as the pre-existing Term. Client understands and agrees that Client will be charged a pro-rata fee for the initial month in which Permitted Users or Platform Attributes are added and a monthly fee for each of the monthly periods remaining in the then-current Subscription Term. Client also understands and agrees that the Permitted Users and/or Platform Attributes purchased under a specific Order Form cannot be decreased during the Term.
10.3. Quorso retains the right to increase any of the Charges from time to time by no more than 10% in any 6-month period and shall notify the Client of any such increase in writing.
10.4. All Charges are exclusive of VAT, which shall be charged on top of the Charges if it is applicable.
10.5. Unless the Set Up Fee has been paid for by the Client prior to the Effective Date, Quorso shall invoice for the Set Up Fee on the Effective Date.
10.6. All Charges shall be invoiced annually in advance on the Deployment Date unless otherwise agreed by both parties in an Order or Statement of Work or otherwise in writing.
10.7. Quorso shall be entitled to invoice for all reasonable expenses related to the delivery of the Services.
10.8. The Client must pay all invoices by bank transfer within 30 days following the issue of an invoice by Quorso.
10.9. Quorso shall be entitled to charge annual interest on all overdue invoices at the statutory rate of interest from the date upon which the invoice became overdue until the invoice is paid in full.
11.1. Each party (“receiving party”) shall:
a. Keep the Confidential Information of the other party (“disclosing party”) strictly confidential;
b. Not disclose the disclosing party’s Confidential Information to any person without the disclosing party’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in the Agreement;
c. Use the same degree of care to protect the confidentiality of the disclosing party’s Confidential Information as the receiving party uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care; and
d. Act in good faith at all times in relation to the disclosing party’s Confidential Information.
11.2. Notwithstanding clause 11.1, the receiving party may disclose the disclosing party’s Confidential Information to the receiving party’s officers, employees, professional advisers, insurers, agents and subcontractors who are bound by a written agreement or professional obligation to protect the confidentiality of the disclosing party’s Confidential Information.
11.3. This clause 11 imposes no obligations upon the receiving party with respect to disclosing party’s Confidential Information that: (a) is known to the receiving party before disclosure under the Agreement and is not subject to any other obligation of confidentiality; (b) is or becomes publicly known through no act or default of the receiving party; or (c) is obtained by the receiving party from a third party in circumstances where the receiving party has no reason to believe that there has been a breach of an obligation of confidentiality.
11.4. The restrictions in this clause 11 do not apply to the extent that any Confidential Information of the disclosing party is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the receiving party or its parent or any associated company on any recognized stock exchange.
11.5. The provisions of this clause 11 shall continue in force for a period of 5 years following the termination of the Agreement, at the end of which period they will cease to have effect.
12.1. Quorso warrants to the Client that it shall provide the Services in accordance with each Statement of Work with a reasonable degree of skill and care.
12.2. Quorso warrants that it shall use commercially reasonable efforts to provide the Platform in accordance with the SLA.
12.3. The warranties at clause 12.1 and 12.2 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Quorso’s instructions. If the Services do not conform with the foregoing undertaking, Quorso will use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the warranties in clause 12.1 or 12.2.
12.4. The Client warrants to Quorso that it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement and that the Permitted Users will comply with the obligations under the Agreement.
12.5. The Client warrants that the transfer of any Client Personal Data to Quorso shall not put the Client in breach of any third party agreements or its obligations under the Data Protection Legislation (as defined in Quorso’s Data Processing Addendum) and that the Platform shall not be used outside of the terms of this Agreement or in such a way as to put Quorso in breach of its own third party agreements. The Client shall indemnify and hold harmless Quorso against all claims, losses or costs incurred by Quorso as a result of the Client breaching this clause 12.5.
12.6. All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
12.7. The Client acknowledges that, despite all reasonable commercial endeavours, complex software is never wholly free from defects, errors and bugs or security vulnerabilities and subject to the other provisions of the Agreement, Quorso gives no warranty or representation that: (i) the Platform will be wholly free from defects, errors and bugs (ii) the Platform will be entirely secure and (iii) the Platform will be suitable for the Client’s purposes, or will provide the Client with any return on investment, cost saving or other specific result or outcome.
13.1. Nothing in the Agreement will limit or exclude:
a. Any liability for fraud or fraudulent misrepresentation; or
b. Any liability in any way that is not permitted to be limited or excluded under applicable law.
13.2. The limitations and exclusions of liability set out in this clause 13 and elsewhere in the Agreement:
a. Are subject to clause 13.1; and
b. Govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.
13.3. Quorso shall not be liable to the Client in respect of:
a. Any losses arising out of a Force Majeure Event; or
b. Any loss of profits or anticipated savings; or
c. Any loss of revenue or income; or
d. Any loss of use or production; or
e. Any loss of business, contracts or opportunities; or
f. Any loss or corruption of any data, database or software, whether or not such losses or loss would also fall within clause 13.4.
13.4. Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
13.5. Subject to clauses 13.1 to 13.4, the liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the higher of (i) the total amount paid and payable by the Client to Quorso under the Agreement in the 12-month period preceding the commencement of the event or events giving rise to the liability or (ii) £50,000.
14.1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
14.2. A party that becomes aware of or is affected by a Force Majeure Event must promptly inform the other party of the period for which it is estimated that such failure or delay will continue and must take commercially reasonable steps to mitigate the effects of the Force Majeure Event.
15.1. The parties rights to terminate under this Agreement may be exercised either in respect of the Agreement as a whole, or only in relation to a particular Order or Statement of Work. The termination notice served must specify whether the Agreement is terminated in whole or part in sufficient detail and if it fails to do so, it shall be deemed that the party serving the termination notice intended to terminate the Agreement as a whole.
15.2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
a. The other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment;
b. The other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
c. The other party suspends payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
d. The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
e. An order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
f. An order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
g. The holder of a qualifying floating charge over the assets of that other party has appointed an administrative receiver;
h. A receiver is appointed over the assets of the other party;
i. A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
j. Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause 14.2(i) (inclusive); or
k. The other party suspends or ceases carrying on all or a substantial part of its business.
15.3. Upon the termination of the Agreement, all of the provisions of the Agreement shall cease to have effect, save that the following provisions of the Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): clauses 1, 2, 7, 8, 9, 11, 12, 13, 15, 16, 17, 18, 19, 20, 21, and 22.
15.4. The termination of the Agreement shall not affect the accrued rights of either party.
15.5. Within 30 days following the termination of the Agreement for any reason:
a. The Client must pay to Quorso any Charges in respect of Services provided to the Client before the termination of the Agreement; and
b. Unless the Agreement is terminated by Quorso pursuant to clause 15.2(a) or 15.2(b), Quorso shall refund to the Client any Charges paid by the Client to Quorso in respect of Services that were to be provided to the Client after the termination of the Agreement, but without prejudice to the parties’ other legal rights.
16.1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
a. Delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
b. Sent by email to the following email address: (i) for Quorso: firstname.lastname@example.org; and (ii) for the Client: the email address set out in the Order or applicable Statement of Work.
16.2. Any notice shall be deemed to have been received:
a. If delivered by hand, on signature of a delivery receipt;
b. If sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
c. If sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, 1 hour after business hours (being 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt) resume.
16.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Quorso may subcontract any of its obligations under the Agreement, provided that Quorso shall remain responsible to the Client for the performance of any subcontracted obligations.
18.1. No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
18.2. No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any breach of that provision or any other provision of the Agreement.
18.3. If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
18.4. If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
19.1. The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party other than is provided in clause 19.2.
19.2. The Contracts (Rights of Third Parties) Act 1999 shall not apply save in relation to the parent and affiliated companies of Quorso.
20.1. The Agreement may only be varied by means of a written document signed, either personally or by electronic signature, by or on behalf of each party.
21.1. The Agreement shall constitute the entire agreement between the parties in relation to its subject matter, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
21.2. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
22.1. The Agreement and all disputes or claims arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
22.2. Any disputes relating to the Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.