Master Services Agreement

This Services Agreement (the "Agreement") is entered into by and between the Client and EIMS Global Ltd and shall remain in effect until terminated in accordance with the terms and conditions set forth herein.

1. Services
   1. I. EIMS shall perform Services for the benefit of the Client as the parties may agree to from time to time (the "Services"). The Services will be provided in accordance with written Statements of Work (hereinafter, "SOW" or "SOWs") agreed to between the parties. The Client and EIMS shall jointly determine and identify each party's roles for each set of Services set forth in a SOW. Each SOW will be executed by an authorized representative of each party, whereupon it shall be deemed incorporated herein by reference as though fully set forth herein.
   2. The parties may, without invalidating this Agreement, negotiate changes to the Deliverables as appropriate, agreed in the form of a Change Order to the original SOW. Any change to the cost of delivery related to the Change Order must be agreed in writing by both parties prior to the commencement of the Change Order.
   3. EIMS shall complete the Services in accordance with the timeframe(s) set forth in a SOW. Unless otherwise agreed in writing, EIMS shall not commence Services until a fully executed SOW and a Purchase Order have been received.
   4. In furtherance of the Services, both EIMS and the Client will provide such materials and/or tools as are specified in the SOW. EIMS shall provide all materials and equipment required to complete the Services including telephony and computer equipment.
   5. Client accepts that failure to provide their inputs required in the delivery of any SOW could impact on the achievement of the Deliverables. Such failure by the Client does not constitute a breach in performance of EIMS.
2. Acceptance
   
   1. Client accepts responsibility to ensure the objectives and messages of the campaign are clearly defined and agreed with EIMS.
   2. EIMS will use commercially reasonable efforts to achieve the targets as defined in a SOW, and the Client accepts that EIMS does not guarantee delivery of the targets and EIMS may not be deemed to have accepted that such targets are realistic.
   3. EIMS will endeavour to work to a Client's desired timescale. EIMS has the right to manage timescales according to the resources which it has available, in order to arrive at the most appropriate work schedule. If the performance of the campaign will not be materially affected, then the Client will allow EIMS the freedom to manage and deliver the campaign within reasonable timescales. If this process causes a delay to a previously agreed schedule, EIMS will inform the Client, but this will not constitute a failure to deliver the agreed service unless EIMS has behaved negligently. The Client accepts that it has a responsibility in timely execution of campaigns, including, but not limited to: a responsibility for the provision of Purchase Orders, data lists and relevant approvals. The Client accepts that any failure by the Client or a third party to meet a deadline may compromise EIMS' ability to meet its quoted deadlines.
   4. Both parties agree to work collaboratively to overcome any difficulties that are encountered. Such period to be thirty (30) days, the “cure period”. If at the end of the cure period the Deliverables have not been reset with a Change Order or the Deliverables have not been met the Client may terminate the contract as defined in Section 5.
   5. The Client's responsibility to pay per the defined services survives this Agreement unless mutually agreed with EIMS in writing by an authorised person.
3. Pricing
   
   1. Maximum compensation to EIMS shall in no event exceed the amount indicated on a SOW hereto unless pre-approved by the Client in writing.
   2. Unless explicitly expressed in a SOW, prices do not include travel and accommodation costs for EIMS staff travelling outside their normal place of work for the purposes of the campaign or at the request of the Client. The Client agrees to pay EIMS reasonable travel and subsistence expenses. Expenses are payable in addition to work for which an order has been placed. If any travel or related expenses are required to perform the Services, such expenses must be pre-approved by the Client in writing and must be in accordance with the Client's travel and expense guidelines, which shall be provided to EIMS.
   3. Client acknowledges they have sufficient budgets and Purchase Orders to cover all costs within a SOW (including but not limited to performance-related payments).
   4. EIMS reserves the right to review pricing at quarterly intervals, to adjust the pricing based on changes to inflation or other external factors. EIMS shall give the Client thirty (30) days advance written notice of any price adjustment, thereafter the Client shall have ten (10) working days to review and respond. All price adjustments will be formalised with a Change Order reflecting any adjustments to the pricing that details an itemised breakdown and explanation. In the event the Client rejects the price adjustment the SOW may be terminated by either party as per Section 5.1.
   5. Unless required by law the Client shall not be liable for any federal, state, or local sales, employer or other payroll taxes relating to performance of services by EIMS under this Agreement.
4. Payment
   1. EIMS shall invoice the Client for the Services as defined in a SOW. Unless otherwise agreed in a SOW invoices will be submitted by EIMS quarterly in advance.
   2. Terms of payment are net thirty (30) days after receipt by the Client's Accounts Payable department. If the Client disputes any part of an invoice, it must notify EIMS in writing within ten (10) days of the Invoice Date.
   3. Client's failure to pay according to the terms above will be considered breach as defined in Section 5.3. EIMS reserves the right to claim interest and costs in the event of overdue payment at a rate of 2% above the base lending rate of HSBC Bank Plc.
5. Term and Termination
   1. This Agreement and/or any SOW hereunder may be terminated by either party as defined in Table 1 WITHOUT CAUSE, in which case EIMS shall be entitled to compensation for billable hours actually spent on work under this Agreement (but in no event shall aggregate compensation exceed the amount specified in a SOW(s) that is in effect at the time of termination).
   Table 1 - Term and Termination periods

   Number of Heads:	15 or Less	16 - 30	31 - 50	Over 50
   OR
   Revenue per Annum (Run Rate):	£750,000	£1,500,000	£2,500,000	£3,750,000
   Whichever is the greater
   Termination for Convenience Notice Period: (Calendar days)	90	120	150	180
   Maximum Allowed Ramp Down of the contracted heads over the notice period	No early ramp down within 90 days	No early ramp down within 90 days	No early ramp down within 90 days	No early ramp down within 90 days
   		Up to 15 contracted heads can be ramped down after the first 90 days providing the Client has informed EIMS 30 days prior to the proposed ramp down	Up to 15 contracted heads can be ramped down after the first 90 days providing the Client has informed EIMS 30 days prior to the proposed ramp down	Up to 15 contracted heads can be ramped down after the first 90 days providing the Client has informed EIMS 30 days prior to the proposed ramp down
   			A Further 15 contracted heads can be ramped down after the first 120 days providing the Client has informed EIMS 30 days prior to the proposed ramp down	A Further 15 contracted heads can be ramped down after the first 120 days providing the Client has informed EIMS 30 days prior to the proposed ramp down
   				A Further 20 contracted heads can be ramped down after the first 150 days providing the Client has informed EIMS 30 days prior to the proposed ramp down
   Price change per Ramp Down of Heads during the notice period	0%	2.5%	5%	10%

   2. This Agreement and/or any SOW hereunder may be terminated by the Client upon thirty (30) calendar days advance written notice, WITH CAUSE, in which case EIMS shall be entitled to compensation for billable hours actually spent on work under this Agreement (but in no event shall aggregate compensation exceed the amount specified in a SOW(s) that is in effect at the time of termination). However, where a program is for ten (10) or more FTE the following terms will apply: Termination WITH CAUSE will be sixty (60) days written notice inclusive of any cure period to remedy the breach.
   3. EIMS may terminate this Agreement and/or any SOW if the Client materially breaches the same and fails to cure such breach within thirty (30) calendar days after receipt of written notice reasonably describing the breach.
   4. Either party may terminate the contract forthwith with no liability arising from the act of termination in the event of the other party having any order made, petition presented or resolution passed for its winding up; Having any voluntary arrangement or administration order made (as defined in the Insolvency Act 1986); On the appointment of any receiver, administrative receiver, or administrator; Becoming bankrupt or insolvent under the Insolvency Act 1986.
   5. If not sooner terminated under or, above, this Agreement shall terminate three (3) years from the Effective Date.
   6. Upon any termination of this Agreement, the Client shall have thirty (30) days in which to make payment to EIMS for any amounts then owing in accordance to the terms herein.
   7. Sections 6, 7, 8, 9 and 11 of this Agreement shall continue in effect after termination of this Agreement.
6. Confidential Information
   1. "Confidential Information" means any information, data, business plans, technical specifications, product information, software code (including source code), trade secrets or know how disclosed or made available previously or during the term of this Agreement by either party and/or its Employees or Agents, either directly or indirectly, in writing, by electronic means, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plants or equipment), which is designated as "Confidential", "Proprietary" or some similar designation, Confidential Information also includes:
      1. information which by its nature and the circumstances of its disclosure the parties or its Employees or Agents should reasonably infer to be confidential or proprietary;
      2. any Inventions;
      3. information relating to the parties customer's, EIMS or partner's, Employees or contractors;
      4. compilations of data or information concerning the parties business, strategy, plans or financial results;
      5. the identities and information of the Client's licensors, licensees, EIMS and customers and the nature of the Client's relationships with these.
      6. confidential, proprietary or trade secret information submitted by any third party to the Client for study, evaluation or any other use; and
   2. any other information not generally known to the public (including information about the Client's operations, personnel, products or services) which, if misused or disclosed, could adversely affect the business of the Client. At all times during and subsequent to the term of this Agreement, both parties agree to keep in strictest confidence and trust all Confidential Information and to take all reasonable precautions to protect against its disclosure or misuse. Without prior written consent of the other party the parties agree not to use any Confidential Information other than for the sole benefit of performance in connection with the Services, nor disclose any Confidential Information except to Employees of the other party with a need to know for purposes of performing the Services. Neither party shall be required to treat as confidential any of the Confidential Information which: (i) is in the public domain by reason of prior publication not directly or indirectly resulting from any wilful act or omission of either party or its Employees or permitted subcontractors, or (ii) was already properly known to either party (other than in connection with this Agreement) without restriction on use or disclosure at the time.
   3. EIMS agrees that all written and descriptive material, including notes and drawings, however embodied or fixed in the Deliverables, received or made by EIMS and its Employees and Agents in connection with the Services performed under this Agreement or in connection with any Inventions or Confidential Information belonging to the Client, shall be and are the sole and exclusive property of the Client. EIMS shall return all such materials to the Client upon written request, but in any event upon any termination of this Agreement.
   4. EIMS shall take all reasonable measures to ensure that its Employees who perform Services in connection with this Agreement are competent and that they comply with this Section as though they were bound under this Agreement directly to the Client. EIMS shall also require all such Employees to enter into non-disclosure agreements covering any Confidential Information as defined herein and imposing upon such employees' restrictions on use and non-disclosure duties no less stringent than those set forth in this Agreement.
   5. The Client's (the Controller) and EIMS's (the Processor) obligations under UK Data Protection Act (2018) are detailed in Appendix 1.
   6. Privacy.
      1. Both parties shall at all times comply with all applicable privacy and data protection laws and regulations relevant to the parties and the Services. EIMS shall protect any personal information that it receives under this Agreement and any associated SOWs in compliance with such laws. Client warrants that any data provided to EIMS will comply with all applicable laws including privacy laws. EIMS shall use any personal information that it receives in connection with this Agreement only for purposes that are directly necessary to perform its obligations hereunder, and shall not use such information for any other purpose. EIMS shall not damage, alter, lose or destroy any personal information provided, and shall not disclose, sell, lease, or provide access to such personal information to any third party unless expressly agreed to by the Client in an executed agreement. EIMS shall (and shall obligate its employees, contractors, and subcontractors to) maintain reasonable technical and organizational measures to maintain security, prevent unauthorized or unlawful access to, or processing of, personal information and accidental loss or destruction of, or damage to, personal information.
      2. EIMS shall give the Client prompt written notice as soon as EIMS becomes aware of any breach of its privacy and data protection obligations under this Agreement or of any enforcement proceeding against it under any applicable laws or regulations regarding privacy and information protection. Details of our Privacy Policy can be found at: https://www.eims.biz/media/2427/eims-global-company-privacy-policy.pdf
      3. Both parties shall indemnify and hold harmless, the Client and its directors, officers, affiliates and Employees ("Indemnitees") for any third-party claims for damages and/or losses suffered as a result of the wilful breach by the other party of its obligations with respect to the confidentiality and privacy of any personal or Confidential Information as set forth in this Agreement, and the other party shall pay all damages, reasonable expenses and costs (including reasonable attorneys' fees) incurred by the Indemnitees as a result of such claim. Each party shall promptly provide to the party defending the claim (i) written notice of any claim, (ii) copies of all communications relating to a claim and (iii) reasonable cooperation in the defence.
      4. In the case of a confirmed breach the Client may visit EIMS' premises and speak to EIMS' operational staff without disruption to the day to day operations of the business. Client to provide at least ten (10) working days' notice to such visit, such visit to be mutually agreed with EIMS, agreement not to be unreasonably withheld. The Client agrees that EIMS has the right to restrict and supervise such access in the interests of confidentiality of other Clients, and to protect EIMS' business methodologies and intellectual property. The Client accepts that EIMS has the right to refuse access to EIMS' premises or staff at times where this may cause a conflict of interest.
   7. The party's obligations under this section shall survive any termination of this Agreement.
7. Limitation of Liability
   1. Each Party will be responsible for the full extent of its own liability arising from, and the limitation of liability in Section 7.2 below will not apply with respect to: (a) death or personal injury resulting from the Party's acts or omissions; (b) breach by such Party of its confidentiality, Intellectual Property Rights and/or data protection obligations set forth in this Agreement; and (c) such Party's indemnification obligations set forth in this Agreement.
   2. Except as set forth in Section 7.1 and to the full extent permitted by applicable law, each Party's maximum aggregate liability for all claims arising out of or relating to this Agreement, whether for breach of contract, breach of warranty, tort, including negligence, or any other statutory, legal or equitable claim, is limited to the total amounts payable under the applicable SOW.
   3. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE), HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF WARRANTY, IN TORT, INCLUDING NEGLIGENCE, OR ANY OTHER STATUTORY, LEGAL OR EQUITABLE CLAIM AND EVEN IF SUCH PARTY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. THE LIMIT OF LABILITY SHALL BE UP TO THE VALUE OF THE AGREEMENT WITHIN A 12 MONTH PERIOD.
8. Warranties and Indemnification
   1. Both parties shall indemnify, defend and hold harmless the other party and its directors, officers, Employees and Agents from and against any actual or threatened loss, liability, damage, claim, demand or suit (including related expenses and attorney's fees) incurred in connection with EIMS' performance of the Services, including, without limitation, claims that the Services infringe the Intellectual Property Rights of any third party.
9. Insurance
   1. During the Term, EIMS will maintain, at its own expense, commercially reasonable types and levels of insurance coverage including but not limited to:
      1. Professional Indemnity, including errors or omissions £10M;
      2. Cyber Liability £5M
      3. Employers Liability (UK) £10M
      4. Public & Products Liability (UK) £10M
      5. Workers Compensation (US) as required by the State in which we operate.
   2. EIMS will supply copies of the certificates of insurance within ten (10) business days of a written request from the Client.
10. Business Continuity
    1. EIMS warrants that it has developed advance arrangements and procedures (a “Business Continuity Plan” or “BCP”) to respond to any event or occurrence that could suspend, delay, inhibit or prevent EIMS performance of the Services under this Agreement (an “Incident”). Details of the BCP can be found on our website at https://www.eims.biz/legal-information/disaster-recovery/
11. Non-Solicitation
    1. EIMS' investment in the development of its Employees forms a core element of EIMS' business; and it is a condition of business that Client agrees not to solicit and subsequently employ EIMS' staff whilst they are employed by EIMS, and for a period of twelve (12) months thereafter. To the greatest extent possible, this Agreement shall be enforceable without limitation for Client's partners, distributors, resellers, affiliates, suppliers, Client , subsidiaries, heirs or assigns. To this end the Parties agree that neither Party shall make an offer of employment to the other party's Employees during the period of this Agreement, such Employees being defined as individuals employed by the other Party during the last twelve (12) months. This clause shall survive termination of this Agreement. In the event that the Recruiting Party breaches this clause, the other Party may, at its sole discretion charge the Recruiting party a Recruitment Fee equal to 20% of the OTE starting salary of the relevant Employee with the new employer.
12. Force Majeure
    1. Neither party will be responsible for any failure or delay in its performance due to causes beyond its reasonable control, including, but not limited to, acts of God, pandemic, war, riot, embargoes, pandemics, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or fuel crises (“Force Majeure”), provided that such party gives prompt written notice thereof to the other party and uses commercially reasonable efforts to resume performance. Either Party shall be entitled to terminate this Agreement if the Force Majeure event continues for a period of thirty (30) days.
13. Assignment
    1. The parties acknowledge that the Services to be performed are unique and personal to the parties, hence no rights herein may be assigned or otherwise transferred or subcontracted without the express written consent of the other party, except where assignment is due to merger or acquisition.
14. General
    1. Section headings and titles are for convenience only and shall be of no force or effect in the construction or interpretation of this Agreement.
    2. This Agreement, including all SOWs, expresses the complete and exclusive statement of the understanding between the parties regarding the subject matter herein and supersedes any prior or contemporaneous written or oral proposals and agreements, representations or courses of dealing. Any modification to this Agreement must be in writing and signed by an authorized officer of the Client and by an authorized officer of EIMS.
    3. If any terms of this Agreement are deemed to be unenforceable by a court of competent jurisdiction, then such term shall be deemed deleted. The remaining terms shall be construed so as to give maximum lawful effect to any such deleted terms.
    4. If there are any conflict in terms between this Agreement and any related SOW or PO they shall take precedence in the following order 1) SOW 2) this Agreement 3) PO
    5. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same Agreement.
    6. Any notices, requests, or demands required or permitted herein, be in writing and mailed to the addresses set forth below and provided however that either party may change its address by written notice to the other party.
15. Use of Name
    1. Except as otherwise provided in this Agreement, neither party grants the other party any rights to use its trademarks, service marks, or other proprietary symbols or designations.
    2. Client agrees that where the Services provided by EIMS require the use of Client's logo, e-mail signatures or other Client collateral required for the delivery of the services approval to use these will not be unreasonably withheld by the Client.
16. Waiver
    1. No waiver by either party of any breach of any provision of this Agreement shall constitute a waiver of any other breach of that or any other provision of this Agreement.
17. Jurisdiction
    1. This Agreement shall be construed in accordance with the laws of England & Wales and the parties submit to the exclusive jurisdiction of the English courts.