MASTER SERVICES AGREEMENT

This MASTER SERVICES AGREEMENT (the “Agreement”) is made as of the [ ] day of [ ] 202[4] (the “Effective Date”) by and between Mesh-AI Limited a company incorporated in England and Wales with its registered office at 37 Commercial Road, Poole, BH14 0HU, (“Supplier”) and [ ], a company incorporated in [ ] with its principal office and place of business at [ ] (“Customer”), each of Supplier and Customer, a “Party” and, collectively, the “Parties”.

1. SERVICES AND STATEMENTS OF WORK

1.1 Services. The Parties agree that Customer may wish to engage Supplier to perform certain services which may include professional services, systems integration, managed IT services and IT consulting. Subject to the terms and conditions of this Agreement, Supplier or one of its affiliates will perform the services as requested by Customer and set out in a Statements of Work, each separately executed by the Parties (the “Services”).

As part of the Services provided by Supplier, Supplier may provide access to certain online tools or software products. Customer agrees that such additional tools and products may be subject to additional terms and conditions, including licensing and data privacy terms, which must be agreed by Customer at the time of registration for such tools and products.

1.2 Statements of Work Customer may request that Supplier perform certain services by delivering a written request describing the proposed Services. Supplier will then put together a detailed Statement of Work setting out the Services, deliverables, periods of performance, acceptance criteria, fees, invoicing procedure, costs and expenses payable by Customer to Supplier in connection with such Statement of Work. Until the execution by both Parties of the proposed Statement of Work, Supplier shall have no obligation to perform the proposed Services and Customer no obligation to accept the Services, provided that this Agreement including obligations of confidentiality shall remain in full force and effect in accordance with Clause 8.1. Each Statement of Work, regardless of whether it relates to the same subject matter as any previously executed Statement(s) of Work, shall become effective upon execution by both Parties.

1.3 Changes Customer may at any time request a modification to the Services to be performed pursuant to any particular Statement of Work by written request to Supplier specifying the desired modifications. No change to the Services will be made unless it is requested and accepted in accordance with the process described in the applicable Statement of Work. Supplier will have no obligation to perform or commence work in connection with any proposed change until a change request form is approved and signed by both Parties.

2. PERSONNEL AND CUSTOMER RESPONSIBILITIES

2.1 Personnel Supplier shall assign employees and subcontractors with qualifications suitable for the work described in the relevant Statement of Work. Supplier may replace or change employees and subcontractors in its sole discretion with other suitably qualified employees or subcontractors. If agreed by Customer, Statements of Work may be executed by one or more affiliated entities of Supplier, in which case such affiliate shall be the Supplier under such Statement of Work.

2.2 Customer Responsibilities Customer shall make available in a timely manner at no charge to Supplier all technical data, facilities, documentation, test data, sample output, or other information and resources of Customer required by Supplier for the performance of the Services as specified in the applicable Statement of Work. Customer shall perform any acceptance tests promptly in accordance with the requirements set out in applicable Statement of Work. Customer shall be responsible for the content of such data, materials and information supplied by Customer.

2.3 Non-solicitation and employment During the term of this Agreement and for a period of one (1) year after its expiration or termination for any reason, neither Party shall solicit the employment of or employ any employee or contractor of the other Party without the prior written consent of the other Party.

Neither Party considers that the Transfer of Undertakings (Protection of Employment) regulations (“TUPE”) apply to the Services or this Agreement. Should any Customer employee make a claim against Supplier that their employment should transfer to Supplier on the commencement of the Services, or any Supplier employee make a claim against that Customer that their employment should transfer to Customer on termination of the Services, Customer or Supplier as applicable will fully indemnify the other Party against such claims. Supplier agrees to fully indemnify Customer against any claims relating to the pay or tax relating to its employees.

3. FEES

3.1 Fees Payable In consideration of the performance of Supplier’s obligations under each Statement of Work, Customer shall pay to Supplier, without offset or deduction, the fees and expenses set out in a Statement of Work. Unless otherwise provided in a Statement of Work, all such fees shall be due and payable within thirty (30) calendar days after an invoice is issued by Supplier.

3.2 Disputed Charges Customer must notify Supplier in writing of any dispute or disagreement with invoiced charges within thirty (30) days after the date of invoice. Absent such notice, Customer shall be deemed to have agreed to the charges as invoiced after the expiration of such time period.

3.3 Late Payment Interest Charges Supplier reserves the right to charge, and Customer agrees to pay, a late payment interest charge equal to the current Bank of England base rate plus four percent (4%) per year on any amount that is unpaid after 30 days and that is not the subject of a good faith dispute, and on any other outstanding balance that is more than thirty (30) days overdue.

3.4 Suspension of Service If any amounts owed by Customer for the Services are sixty (60) or more days past due, Supplier may, without limiting Supplier’s other rights and remedies, suspend performance of any unperformed Services until such amounts are paid in full.

3.5 Taxes Except as set forth below, all amounts payable under this Agreement shall exclude all applicable VAT, sales, use and other taxes and all applicable export and import fees, customs duties and similar charges. Customer will be responsible for payment of all such taxes (other than taxes based on Supplier’s income), and any related penalties and interest, arising from the payment of any fees. Customer will make all payments to Supplier free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on any payments to Supplier will be Customer’s sole responsibility, and Customer will, upon Supplier’s request, provide Supplier with official receipts issued by the appropriate taxing authority, or such other evidence as Supplier may reasonably request, to establish that such taxes have been paid.

4. CONFIDENTIALITY AND DATA.

4.1 Ownership of Confidential Information The Parties acknowledge that during the negotiations and performance of this Agreement and any Statement of Work, each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential. For purposes of this Agreement “Confidential Information” means any material or information relating to a Party’s research, development, products, product plans, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technologies, designs, drawings, marketing, finances, or other business information or trade secrets that such disclosing Party treats as proprietary or confidential. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or its licensors and shall remain the sole property of the disclosing Party or such third party.

4.2 Mutual Confidentiality Obligations Each Party agrees: (i) to use the Confidential Information only for the exercising its rights and performing its obligations under this Agreement; (ii) that such Party will not reproduce the Confidential Information and will hold in confidence and protect the Confidential Information from disclosure and use by any third party; (iii) that neither Party will create any derivative work from the other Party’s Confidential Information; (iv) to restrict access to the Confidential Information to such of its personnel, agents and consultants who have a need to have access to and who have agreed in writing to protect the confidentiality of such information; and (v) to return or destroy (except for archival copies) all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement.

4.3 Confidentiality Exceptions The provisions of Clauses 4.1 and 4.2 shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice, unless prohibited by law, to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

4.4 Data Protection Both Parties undertake to comply with the United Kingdom General Data Protection Regulations 2020 and any other applicable UK data protection laws and regulations (“Data Protection Legislation”). The Parties agree that where Customer provides personal data to Supplier, Customer shall be the data controller and Supplier the data processor.

4.5 Customer Data Protection Obligations Customer shall ensure that it has a legal basis to require Supplier to process Customer’s personal data under this Agreement and that it will only give Supplier lawful instructions to process such personal data.

4.6 Supplier Data Protection Obligations In processing any Customer personal data under this Agreement, Supplier shall (i) process the personal data only on behalf of the Customer (or, if so directed by the Customer, other members of the Customer's Group), only for the purposes of performing the Services and its obligations under this Agreement and only in accordance with the Customer’s written instructions, unless required by applicable Data Protection Legislation to act without such instructions; (ii) provide any reasonable assistance in helping the Customer fulfil its obligations under Data Protection Legislation; (iii) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk and protect such personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure; (iv) ensure that only those of the Supplier’s personnel who need access to such personal data are granted access and only for the purposes of the performance of this Agreement; not transfer such personal data outside the UK or EEA without Customer’s prior written consent: (v) notify the Customer promptly if it receives any complaint, request for such personal data or any other communications relating to the processing of any such personal data in connection with this Agreement; (vi) other than to the extent prohibited by applicable law, inform the Customer immediately if Supplier is approached by any regulator in connection with compliance with Data Protection Legislation; (vii) provide the Customer with reasonable co-operation and assistance in relation to any complaint or request made in respect of such personal data; (viii) maintain accurate records of Supplier’s processing of such personal data; (ix) assist the Customer, in so far as this is practicable, and at the Customer’s cost, in fulfilling the Customer's obligations to respond to requests for exercising any data subject's rights pursuant to Data Protection Legislation; and (x) permit Customer or its regulators to audit Supplier’s compliance with Data Protection Legislation in relation to this Agreement.

5. WARRANTIES

5.1 Warranties Supplier warrants that all Services shall be provided in a professional and workmanlike manner, using reasonable skill and care and in accordance with good industry standards.

5.2 Disclaimer Except as provided for in this Agreement, the Services, and any other deliverables, materials, software, data and/or information provided by Supplier are provided “as is” and Supplier expressly disclaims all other warranties, representations, terms and conditions of any kind or nature, whether express, implied or statutory, including, but not limited to, any representations and warranties of fitness for purpose, merchantability, operability, condition, accuracy of data, or quality. Supplier does not warrant or otherwise represent that the Services or any other information, materials, technology or services provided under this Agreement will meet Customer’s requirements or that their operation will be uninterrupted or error-free, or that all errors will be corrected. Customer acknowledges that Supplier’s obligations under this Agreement are for the benefit of Customer only.

6. INDEMNITIES AND LIABILITY

6.1 IPR Indemnity Supplier shall, at its own expense, defend any claim instituted against Customer and shall indemnify Customer against any award of damages and reasonable costs against Customer in a final judgment by a court of competent jurisdiction, or any amount in settlement or compromise, arising out of a claim brought by a third party, if and to the extent alleging that the deliverables provided by Supplier under this Agreement or performance of the Services infringe or misappropriate such third party’s intellectual property rights. If the use of the deliverables provided by Supplier becomes, or in Supplier’s opinion is likely to become, the subject of such a claim, Supplier at its option and expense may either (i) procure the right for Customer to continue to use the deliverables as permitted under this Agreement; or (ii) replace or modify the deliverables to be non-infringing. Alternatively, Supplier may terminate the applicable Statement of Work upon written notice to Customer, require Customer to return promptly any materials associated with the infringing deliverables in its possession and refund to Customer the fees paid for the applicable deliverables.

Supplier will have no liability for any infringement or misappropriation to the extent caused by (a) any modification or alteration of any deliverables other than by Supplier or with Supplier’s consent, (b) use of the deliverables other than as specified under this Agreement and the related Statement of Work, (c) combination or use of the deliverables with data, materials, information or services that are not authorized by Supplier, (d) compliance by Supplier with any instructions or specifications provided by Customer, or (e) any acts of Customer in violation of a third party’s rights (each a “Customer Indemnity Responsibility”).

6.2 Customer Indemnity Customer shall indemnify, hold harmless and, at Supplier’s option, defend Supplier from and against all losses, expenses (including reasonable legal fees), damages, and liabilities resulting from any claim by any third party arising from or in connection with a Customer Indemnity Responsibility.

6.3 Indemnity Procedures The indemnity obligations depend upon the indemnifying party receiving (i) prompt written notice of any claim; (ii) reasonable cooperation from the indemnified party in the defence or settlement of the claim; and (iii) sole control of the defence and settlement off the claim; provided that the indemnifying party shall not make any settlement admitting the other’s liability without its consent, not to be unreasonably withheld, conditioned, or delayed.

6.4 Exclusions of Liability Except for (i) the employment indemnities in Clause 2.3; (ii) the infringement indemnities Clauses 6.1 and 6.2; (iii) breach by either Party of their confidentiality obligations in Clause 4.2; (iv) death or personal injury caused by a Party’s negligence; (vi) fraud or fraudulent misrepresentation; or (vi) any other liability that cannot excluded by law, in no event shall either Party be liable for (i) consequential losses; (ii) lost profits; (iii) lost revenue; (iv) costs of delay; (v) business interruption; (vi) lost or damaged data; even if a Party has been advised of the possibility of such damages and in each case such losses are excluded whether they arise directly or indirectly.

6.5 General Limitation of Liability Subject to Clauses 6.4 and 6.6, the total liability of a Party to the other Party shall be limited to the fees paid or payable under the Statement of Work that caused the claim or liability.

6.6 Liability for Data Breaches Subject to Clause 6.4, Supplier’s total liability under this Agreement for any losses caused to Customer by any breach by Supplier of Clause 4.6 shall be limited to £2 million.

7. INTELLECTUAL PROPERTY RIGHTS All pre-existing rights in software, tools, methodologies, know how, information and data are not affected by this Agreement. Unless otherwise specified in a Statement of Work, upon payment of the applicable fees Supplier hereby assigns the intellectual property rights in the deliverables created for the Customer under a Statement of Work. In relation to any Supplier tools, methodologies and know how (“Know How”) that are embedded in any deliverable, Supplier grants to Customer a non-exclusive, perpetual licence in the UK to such use such Know How for Customer’s internal business purposes.

8. TERM AND TERMINATION

8.1 Term This Agreement shall commence on the Effective Date and shall remain in force unless terminated by the Parties under Clause 8.4. Each Statement of Work will set out its own term.

8.2 Termination for Convenience Customer may terminate a Statement of Work for convenience by providing at least 30 days’ prior written notice.

8.3 Termination for Breach Either Party may upon written notice terminate an individual Statement of Work for material breach by the other Party. If capable of remedy, the breaching Party will have a right to cure such breach or breaches within thirty (30) days of receipt of such notice, and the Statement of Work shall terminate if such cure is not made within such thirty (30)-day period.

8.4 Termination for Insolvency Without limiting the foregoing, either Party may immediately terminate this Agreement and all current Statements of Work upon written notice if other Party becomes insolvent or enters bankruptcy proceedings during the term of this Agreement.

8.5 Effect of Termination Upon any termination of this Agreement or Statements of Work, Customer shall pay for all work performed up to the effective date of termination and each Party shall (i) immediately discontinue all use of the other Party’s Confidential Information; (ii) delete, or if requested by the other Party return, the other Party’s Confidential Information.

8.5 Survival The provisions of Clauses 3, 4, 5, 6, 7, 8.4, 8.5, and 9 will survive the termination of this Agreement or any Statements of Work.

9. MISCELLANEOUS

9.1 Applicable Law This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. Any dispute or claim that cannot be settled by information dispute resolution shall be subject to final and binding arbitration governed by the Arbitration Act 1996 and the London Court of International Arbitration (“LCIA”) procedural rules. The arbitration tribunal shall consist of 3 arbitrators to be agreed by the Parties, or failing agreement within 10 working days, as appointed by the LCIA. The arbitration proceedings shall take place in London and the decision of the arbitrators shall be binding on the Parties.

9.2 Force majeure Supplier shall be excused from performance of its obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law or regulation, government actions, acts of god, fire, strikes, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of Supplier. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.

9.3 Notices All formal notices required by or relating to this Agreement shall be in writing and shall be sent by means of certified mail, postage prepaid, to the Parties and addressed as set out on the front page or addressed to such other address as a Party may have given by written notice in accordance with this provision. Notices under a Statement of Work will be as specified in that Statement of Work.

9.4 Assignment Neither Party shall assign its rights or delegate its obligations under this Agreement without the other Party’s prior written consent, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing either Party may assign any of their rights to an affiliate, or pursuant to a merger or a sale of all or substantially all of its assets or capital. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.

9.6 Independent Contractors Customer and Supplier acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the Parties are acting as independent contractors in making and performing their obligations under this Agreement.

9.7 Insurance During the term of this Agreement, Supplier will maintain the following insurance [Professional Indemnity £5,000,000].

9.8 Amendment No amendment to this Agreement or any Agreement shall be valid unless such amendment is made in writing and is signed by the authorised representatives of the Parties.

9.9 Waiver No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the applicable Party. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any rights shall not be deemed a waiver of that right.

9.10 Severability If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, or of rendering any other provisions of this Agreement invalid or unenforceable.

9.11 No Third Party Beneficiaries The Parties acknowledge that this Agreement is intended solely for the benefit of the Parties, their successors and permitted assigns. A person who is not a party to this Agreement will not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

9.12 Counterparts This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one Agreement.

9.13 Headings The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.

9.14 Entire Agreement. This Agreement, and any relevant Statement of Work referencing this Agreement, sets forth the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior oral and written agreements, discussions and understandings between the Parties with respect to that subject matter, and neither of the Parties shall be bound by any conditions, inducements or representations other than as expressly provided for in this Agreement or the applicable Statement of Work.

9.15 Order of Precedence If there is a conflict between the provisions of this Agreement and the provisions of any Statement of Work, the provisions of the Statement of Work shall prevail.

The Parties agree to the above terms and have executed this Agreement as of the date(s) set forth below.

CUSTOMER:	Mesh-AI Limited

By (Signature):	By (Signature):

Name (Printed):	Name (Printed):

Title:	Title:

Date:	Date: