THIS AGREEMENT is made on

BETWEEN

RITTMAN ANALYTICS LIMITED incorporated and registered in England and Wales with company number 10456203 whose registered office is at Mocatta House, Trafalgar Place, Brighton, United Kingdom, BN1 4DU (Rittman Analytics);
{{CustomerFullCompanyName}} incorporated and registered in {{CustomerCompanyRegistrationLocation}} with company number {{CustomerCompanyRegistrationNumber}} whose registered office is at {{CustomerRegisteredOfficeAddress}} (Customer).

BACKGROUND

Rittman Analytics is in the business of providing various data analytics solutions, including consultancy services to its customers.
The Customer wishes to obtain, and Rittman Analytics wishes to provide, services detailed on individual Statements of Work, on the terms set out in this Agreement.

AGREED TERMS

1. Interpretation

1.1 The following definitions and rules of interpretation apply in this Agreement:

Applicable Data Protection Laws means:
1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
2. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Rittman Analytics is subject, which relates to the protection of personal data.
Applicable Laws: all applicable laws, statutes, regulation from time to time in force.
Business Day: a day, other than a Saturday, Sunday or public holiday in England.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Change Order: has the meaning given in clause 7.1.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010.
Customer's Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Customer, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services including any such items specified in a Statement of Work.
Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to Rittman Analytics in connection with the Services, including the items provided pursuant to clause 5.1.4.
Customer Personal Data: any personal data which Rittman Analytics processes in connection with this Agreement, in the capacity of a processor on behalf of the Customer.
Deliverables: any output of the Services to be provided by Rittman Analytics to the Customer as specified in a Statement of Work and any other documents, products and materials provided by Rittman Analytics to the Customer in relation to the Services (excluding Rittman Analytics' Equipment).
EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Milestone: a date by which a part or all of the Services is to be completed, as set out in a Statement of Work.
Payment Terms: the terms for payment by the Customer as detailed in a Statement of Work.
Project Manager: the person identified as being the project manager in a Statement of Work.
Rittman Analytics Background IPR: all IPR owned by or licensed to Rittman Analytics at the date of this Agreement or obtained independently from this Agreement and provided by Rittman Analytics to the Customer for use in receiving the Services and Deliverables under this Agreement, including all know-how, materials, tools and methodology and any software.
Rittman Analytics Equipment: any equipment, including tools, systems, cabling or facilities, provided by Rittman Analytics to the Customer and used directly or indirectly in the supply of the Services, including any such items specified in a Statement of Work but excluding any such items which are the subject of a separate agreement between the parties under which title passes to the Customer.
Rittman Analytics Personal Data: any personal data that Rittman Analytics processes in connection with this Agreement, in the capacity of a controller.
Services: the services which are provided by Rittman Analytics under a Statement of Work, including services which are incidental or ancillary to those services.
SoW Charges: the sums payable for the Services as set out in a Statement of Work.
Special Conditions: any conditions as agreed between the parties, details of which are contained in a Statement of Work.
Statement of Work: a detailed plan, agreed in accordance with clause 3, describing the services to be provided by Rittman Analytics, the timetable for their performance and the related matters listed in the template statement of work set out in Schedule 1.
Start Date: the date Rittman Analytics is to provide the Services to the Customer under each Statement of Work.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The Schedule forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedule.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.

1.8 This Agreement shall be binding on, and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.9 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.10 A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.11 A reference to writing or written includes fax and email.

1.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.13 A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied or novated from time to time.

1.14 References to clauses and Schedules are to the clauses and Schedule of this Agreement and references to paragraphs are to paragraphs of the Schedule.

1.15 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement and Duration

2.1 This Agreement shall commence on the date stated on page 1 of this Agreement and shall continue, unless terminated earlier in accordance with clause 14 (Termination), until either party gives to the other party written notice to terminate. Such notice shall be served no earlier than the third anniversary of the commencement of this Agreement and shall expire on the completion of all Statements of Work entered into before the date on which it is served.

2.2 If there are no uncompleted Statements of Work as at the date notice to terminate is served under clause 2.1 such notice shall terminate this Agreement with immediate effect.

2.3 The parties shall not enter into any further Statements of Work after the date on which notice to terminate is served under clause 2.1.

2.4 The Customer may procure Services by agreeing a Statement of Work with Rittman Analytics pursuant to clause 3 (Statements of Work).

2.5 Rittman Analytics shall provide the Services from the date specified in the relevant Statement of Work.

3. Statements of Work

3.1 Each Statement of Work shall be agreed in the following manner:

the Customer shall ask Rittman Analytics to provide Services and provide Rittman Analytics with as much information as Rittman Analytics reasonably requests in order to prepare a draft Statement of Work for the Services requested;
following receipt of the information requested from the Customer Rittman Analytics shall, as soon as reasonably practicable either: (a) inform the Customer that it declines to provide the requested Available Services; or (b) provide the Customer with a draft Statement of Work.
if Rittman Analytics provides the Customer with a draft Statement of Work pursuant to clause 3.1.2, Rittman Analytics and the Customer shall discuss and agree that draft Statement of Work and both parties shall sign the draft Statement of Work when it is agreed.

3.2 Once a Statement of Work has been agreed and signed in accordance with clause 3.1.3, no amendment shall be made to it except in accordance with clause 7 (Change control) or clause 18 (Variation).

3.3 Each Statement of Work shall be part of this Agreement and shall not form a separate contract to it.

4. Rittman Analytics Responsibilities

4.1 Rittman Analytics shall use reasonable endeavours to provide the Services, and deliver the Deliverables to the Customer, in accordance with a Statement of Work in all material respects.

4.2 Rittman Analytics shall use reasonable endeavours to meet any performance dates, or, if applicable, any Milestones specified in a Statement of Work, but any such dates shall be estimates only and time for performance by Rittman Analytics shall not be of the essence of this Agreement.

4.3 Rittman Analytics shall appoint a manager, identified as an 'Engagement Manager' in respect of the Services to be performed under each Statement of Work, such person as identified in the Statement of Work. That person shall have authority to contractually bind Rittman Analytics on all matters relating to the relevant Services (including by signing Change Orders). Rittman Analytics shall use all reasonable endeavours to ensure that the same person acts as Rittman Analytics manager throughout the term of the relevant Statement of Work but may replace that person from time to time where reasonably necessary in the interests of Rittman Analytics business.

5. Customer's Obligations

5.1 The Customer shall:

co-operate with Rittman Analytics in all matters relating to the Services;
appoint a Project Manager in respect of the Services to be performed under each Statement of Work, such person as identified in the Statement of Work. That Project Manager shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders);
provide, for Rittman Analytics, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data and other facilities as required by Rittman Analytics including any such access as is specified in a Statement of Work;
provide to Rittman Analytics in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under a Statement of Work, including, but not limited to any sign-off requests required by Rittman Analytics or otherwise reasonably required by Rittman Analytics in connection with the Services and ensure that they are accurate and complete;
ensure that it is ready to receive the Services on the Start Date. If the Customer requests that the Start Date is delayed by any period of time, Rittman Analytics reserves the right to charge its daily fee rate for the period between the Start Date and the date the Services actually commence;
inform Rittman Analytics of all health and safety and security requirements that apply at the Customer's premises;
ensure that all the Customer's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;
obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Rittman Analytics to provide the Services, including in relation to the installation of Rittman Analytics Equipment, the use of all Customer Materials and the use of the Customer's Equipment insofar as such licences, consents and legislation relate to the Customer's business, premises, staff and equipment, in all cases before the date on which the Services are to start;
keep and maintain Rittman Analytics Equipment in good condition and in accordance with Rittman Analytics instructions from time to time and not dispose of or use Rittman Analytics Equipment other than in accordance with Rittman Analytics written instructions or authorisation; and
comply with any additional responsibilities of the Customer as set out in the relevant Statement of Work.

5.2 If the Customer fails to respond to any sign-off requests in respect of any Deliverables provided by Rittman Analytics, the Customer shall be deemed to have accepted those Deliverables should it not respond to those sign-off requests within 14 days of it being requested by Rittman Analytics.

5.3 If Rittman Analytics performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, Rittman Analytics shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

6. Non-solicitation and Employment

6.1 The Customer shall not, without the prior written consent of Rittman Analytics, at any time from the date on which any Services commence to the expiry of 12 months after the completion of such Services, solicit or entice away from Rittman Analytics or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Rittman Analytics in the provision of such Services.

6.2 Any consent given by Rittman Analytics in accordance with clause 6.1 shall be subject to the Customer paying to Rittman Analytics a sum equivalent to 100% of the then current annual remuneration of Rittman Analytics employee, consultant or subcontractor or, if higher, 100% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

7. Change Control

7.1 Either party may propose changes to the scope or execution of the Services, but no proposed changes shall come into effect until a relevant Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on: (a) the Services; (b) the SoW Charges; (c) the timetable for the Services; and (d) any of the other terms of the relevant Statement of Work.

7.2 If Rittman Analytics wishes to make a change to the Services it shall provide a draft Change Order to the Customer.

7.3 If the Customer wishes to make a change to the Services:

it shall notify Rittman Analytics and provide as much detail as Rittman Analytics reasonably requires of the proposed changes, including the timing of the proposed change; and
Rittman Analytics shall, as soon as reasonably practicable after receiving the information at clause 7.3.1, provide a draft Change Order to the Customer.

7.4 If the parties:

agree to a Change Order, they shall sign it and that Change Order shall amend the relevant Statement of Work; or
are unable to agree a Change Order, either party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in clause 28 (Multi-tiered dispute resolution procedure).

7.5 Rittman Analytics may charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by the Customer pursuant to clause 7.3 on a time and materials basis at Rittman Analytics daily rates as notified to the Customer.

8. Charges and Payment

8.1 In consideration of the provision of the Services by Rittman Analytics, the Customer shall pay the SoW Charges in accordance with the Payment Terms.

8.2 Where the SoW Charges are calculated on a time and materials basis:

Rittman Analytics daily fee rates are included in the Statement of Work (or where not included, as notified to the Customer by Rittman Analytics) and are calculated on the basis of an eight-hour day, worked during Business Hours;
Where agreed or requested by the Customer, Rittman Analytics shall be entitled to charge an overtime rate on a pro rata basis for any time worked by individuals whom it engages on the Services outside Business Hours, such rates to be communicated by Rittman Analytics to the Customer; and
Rittman Analytics shall ensure that every individual whom it engages on the Services completes time sheets to record time spent on the Services, and Rittman Analytics shall indicate the time spent per individual in its invoices.

8.3 Where the SoW Charges are calculated on a fixed price basis, the amount of those charges shall be as set out in a Statement of Work.

8.4 The SoW Charges exclude the following, which shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice:

the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Rittman Analytics engages in connection with the Services; and
the cost to Rittman Analytics of any materials or services procured by Rittman Analytics from third parties for the provision of the Services as such items and their cost are set out in the Statement of Work or approved by the Customer in advance from time to time.

8.5 Rittman Analytics shall invoice the Customer for the SoW Charges at the intervals specified, or on the achievement of the Milestones indicated, in the Statement of Work. If no intervals are so specified, Rittman Analytics shall invoice the Customer at the end of each month for Services performed during that month.

8.6 Unless otherwise stated in a Statement of Work, the Customer shall pay each invoice submitted to it by Rittman Analytics within 30 days of receipt to a bank account nominated in writing by Rittman Analytics from time to time.

8.7 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Rittman Analytics any sum due under this Agreement on the due date:

the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
Rittman Analytics may suspend part or all of the Services until payment has been made in full.

8.8 All sums payable to Rittman Analytics under this Agreement are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice and shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Intellectual Property Rights

9.1 The Customer shall be the sole and exclusive owner of all Intellectual Property Rights in any Deliverables which Rittman Analytics creates in the course of performance of the Services; provided however that such ownership is and shall continue to be subject to Rittman Analytics' underlying ownership interest in and to all of the Rittman Analytics Background IPR and any of its own content used in creating the Deliverables (the "Retained Rights Items"); and provided that nothing herein shall prevent Rittman Analytics and its personnel from reusing any know how acquired in the course of delivering the Services. Accordingly, Rittman Analytics hereby assigns and shall ensure and procure that its personnel assign absolutely for the full period of such Intellectual Property Rights and all possible renewals, reversions, revivals and extensions thereof (and thereafter insofar as may be or become possible) in perpetuity all Intellectual Property Rights arising in any Deliverables, excluding the Retained Rights Items, to the Customer by way of present assignment of future Intellectual Property Rights.

9.2 In relation to the Customer Materials, the Customer:

and its licensors shall retain ownership of all IPRs in the Customer Materials; and
grants to Rittman Analytics a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of this Agreement for the purpose of providing the Services to the Customer.

9.3 Rittman Analytics:

warrants that the receipt, use of the Services and the Deliverables by the Customer shall not infringe the rights, including any Intellectual Property Rights, of any third party;
shall, subject to clause 13.6, indemnify the customer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all other reasonable professional costs and expenses) suffered or incurred or paid by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third parties Intellectual Property Rights arising out of, or in connection with, the receipt, use of the Services and Deliverables.
shall not be in breach of the warranty at clause 9.3.1, and the Customer shall have no claim under the indemnity at clause 9.3.2 to the extent the infringement arises from:
1. the use of Customer Materials in the development of, or the inclusion of the Customer Materials in, the Services or any Deliverable;
2. any modification of the Services or any Deliverable, other than by or on behalf of Rittman Analytics; and
3. compliance with the Customer's specifications or instructions.

9.4 The Customer:

warrants that the receipt and use in the performance of this Agreement by Rittman Analytics, its agents, subcontractors or consultants of the Customer Materials shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
shall indemnify Rittman Analytics against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred or paid by Rittman Analytics arising out of or in connection with any claim brought against Rittman Analytics, its agents, subcontractors or consultants for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this Agreement of the Customer Materials.

9.5 If either party (Indemnifying Party) is required to indemnify the other party (Indemnified Party) under this clause 9, the Indemnified Party shall:

notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 9.4.2 or clause 9.5.2 (as applicable) (IPRs Claim);
allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any settlement terms, such approval not to be unreasonably withheld;
provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party's costs so incurred; and
not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

10. Compliance With Laws

10.1 In performing its obligations under this Agreement, Rittman Analytics shall comply with the Applicable Laws

10.2 Changes to the Services required as a result of changes to the Applicable Laws shall be agreed via the change control procedure set out in clause 7 (Change control).

11. Data Protection

11.1 For the purposes of this clause 11, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

11.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

11.3 The parties have determined that, for the purposes of Applicable Data Protection Laws:

Rittman Analytics shall process the personal data as set out in the Statement of Work as processor on behalf of the Customer; and
Rittman Analytics shall act as controller of the personal data set out in the Statement of Work.

11.4 Should the determination in clause 11.3 change, the parties shall use all reasonable endeavours to make any changes that are necessary to this clause 11 and the details contained within the Statement of Work.

11.5 Without prejudice to the generality of clause 11.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Rittman Analytics Personal Data and Customer Personal Data to Rittman Analytics or lawful collection of the same by Rittman Analytics for the duration and purposes of this Agreement.

11.6 In relation to the Customer Personal Data, each Statement of Work sets out the scope, nature and purpose of processing by Rittman Analytics, the duration of the processing and the types of personal data and categories of data subject.

11.7 Without prejudice to the generality of clause 11.2, Rittman Analytics shall, in relation to Customer Personal Data:

process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in each Statement of Work unless Rittman Analytics is required by Applicable Laws to otherwise process that Customer Personal Data (Purpose). Where Rittman Analytics is relying on Applicable Laws as the basis for processing Customer Processor Data, Rittman Analytics shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Customer on important grounds of public interest. Rittman Analytics shall inform the Customer if, in the opinion of Rittman Analytics, the instructions of the Customer infringe Applicable Data Protection Laws;
implement the technical and organisational measures set out in each Statement of Work to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
ensure that any personnel engaged and authorised by Rittman Analytics to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Rittman Analytics), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless Rittman Analytics is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 11.7.6 Customer Personal Data shall be considered deleted where it is put beyond further use by Rittman Analytics; and
maintain records to demonstrate its compliance with this clause 11.

11.8 The Customer provides its prior, general authorisation for Rittman Analytics to:

appoint processors to process the Customer Personal Data, provided that Rittman Analytics:
1. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Rittman Analytics in this clause 11;
2. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Rittman Analytics; and
3. shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to Rittman Analytics reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify Rittman Analytics for any losses, damages, costs (including legal fees) and expenses suffered by Rittman Analytics in accommodating the objection.
transfer Customer Personal Data outside of the UK as required for the Purpose, provided that Rittman Analytics shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of Rittman Analytics, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

11.9 Either party may, at any time on not less than 30 days' notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

11.10 Rittman Analytics liability for losses arising from breaches of this clause 11 is as set out in clause 13.6.1.

12. Confidentiality

12.1 Each party undertakes that it shall not at any time, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2.1.

12.2 Each party may disclose the other party's confidential information:

to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

13. Limitation of Liability

13.1 Rittman Analytics has obtained professional indemnity insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover Rittman Analytics has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

13.2 References to liability in this clause 13 (Limitation of liability) include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

13.4 Nothing in this clause 13 shall limit the Customer's payment obligations under this Agreement or the Customer's liability under Clause 9.4 (IPR indemnities).

13.5 Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence, or fraud or fraudulent misrepresentation.

13.6 Subject to clause 13.3 (no limitations in respect of deliberate default) and clause 13.5 (liabilities which cannot legally be limited), Rittman Analytics total liability to the Customer:

for loss arising from Rittman Analytics failure to comply with its data processing obligations under clause 11 (Data protection) shall not exceed £200,000; and
for all other loss or damage which does not fall within clause 13.6.1 shall not exceed 150% of the value of the Statement of Work to which the claim relates.

13.7 Subject to clause 13.3 (no limitations in respect of deliberate default), clause 13.4 (liability under identified clauses) and clause 13.5 (liabilities which cannot legally be limited), the Customer's total liability to Rittman Analytics shall not exceed 150% of the value of the Statement of Work to which the claim relates.

13.8 The caps on the Customer's liabilities shall not be reduced by:

amounts awarded or agreed to be paid under Clause 9 (IPR indemnities); and
amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

13.9 Subject to clause 13.3 (No limitations in respect of deliberate default), clause 13.4 (No limitation on the customer's payment obligations), clause 13.4 (liability under identified clauses) and clause 13.5 (Liabilities which cannot legally be limited), this clause 13.9 specifies the types of losses that are excluded: (a) loss of profits, (b) loss of sales or business, (c) loss of agreements or contracts, (d) loss of anticipated savings, (e) loss of use or corruption of software, data or information, (f) loss of or damage to goodwill and (g) indirect or consequential loss.

14. Termination

14.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement and/or any Statement of Work with immediate effect by giving written notice to the other party if:

the other party commits a material breach of any term of this Agreement or any Statement of Work and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

14.2 Without affecting any other right or remedy available to it, Rittman Analytics may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

14.3 Without affecting any other right or remedy available to it, Rittman Analytics may terminate this Agreement with immediate effect by giving written notice to the Customer if:

any of the Customer's warranties are found to be untrue or misleading; or
the Customer fails to meet any of the Customer's obligations.

14.4 Without affecting any other right or remedy available to it, Rittman Analytics may suspend the supply of Services under this Agreement and any Statement of Work if the Customer becomes subject to any of the events listed in clause 14.1.2 to clause 14.1.4, or Rittman Analytics reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Agreement on the due date for payment.

15. Consequences of Termination

15.1 On termination or expiry of this Agreement:

the Customer shall immediately pay to Rittman Analytics all of Rittman Analytics outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Rittman Analytics may submit an invoice, which shall be payable immediately on receipt;
the Customer shall, return all of Rittman Analytics Equipment. If the Customer fails to do so, then Rittman Analytics may enter the Customer's premises and take possession of Rittman Analytics Equipment. Until Rittman Analytics Equipment has been returned or repossessed, the Customer shall be solely responsible for its safe keeping; and
Rittman Analytics shall on request return any of the Customer Materials not used up in the provision of the Services.

15.2 Survival

On termination or expiry of this Agreement, all existing Statements at Work shall terminate automatically.
Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

16. Force Majeure

16.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

acts of God, flood, drought, earthquake or other natural disaster;
epidemic or pandemic;
terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
nuclear, chemical or biological contamination or sonic boom;
any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
collapse of buildings, fire, explosion or accident; or
interruption or failure of utility service.

16.2 Provided it has complied with clause 16.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

16.3 The Affected Party shall as soon as reasonably practicable after the start of the Force Majeure Event but no later than 7 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement and use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

16.4 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate this Agreement by giving 2 weeks' written notice to the Affected Party.

17. Assignment and Other Dealings

17.1 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

17.2 Rittman Analytics may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this Agreement, provided that Rittman Analytics gives prior written notice of such dealing to the Customer.

18. Variation

Subject to clause 7 (Change control), no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. Waiver

19.1 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

19.2 A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

19.3 A party that waives a right or remedy provided under this Agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

20. Rights and Remedies

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

21. Severance

21.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

21.2 If any provision or part-provision of this Agreement is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22. Entire Agreement

22.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

22.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

23. Conflict

23.1 If there is any conflict or ambiguity between this Agreement, a Statement of Work or any Special Conditions, the Special Conditions shall take precedent and have priority, followed by a Statement of Work, followed by the terms of this Agreement.

24. No Partnership or Agency

24.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

24.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

25. Third Party Rights

25.1 Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

25.2 The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

26. Notices

26.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
sent by email to the address specified in the Statement of Work.

26.2 Any notice shall be deemed to have been received:

if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting; or
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 26.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

26.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

27. Counterparts

27.1 This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

27.2 Transmission of the executed signature page of a counterpart of this Agreement by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart of this Agreement.

27.3 No counterpart shall be effective until each party has executed and delivered at least one counterpart.

28. Multi-tiered Dispute Resolution Procedure

28.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this Agreement, the parties shall follow the procedure set out in this clause:

either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the individuals who signed the Statement of Work on behalf of the Customer and Rittman Analytics shall attempt in good faith to resolve the Dispute;
if the individuals named in clause 28.1.1 are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the management of both the Customer and of Rittman Analytics who shall attempt in good faith to resolve it; and
if the respective management teams are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 14 days after the date of the ADR notice.

28.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 30 which clause shall apply at all times.

28.3 If the Dispute is not resolved within 30 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 30 days, or the mediation terminates before the expiration of the said period of 30 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 30.

29. Governing Law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

30. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

This agreement has been entered into on the date stated at the beginning of it.

Master Services Agreement