TERMS AND CONDITIONS GOVERNING ABP’S MASTER SERVICE AGREEMENT

Effective Date: 30/01/2026
Last Updated: 30/01/2026

1. INTRODUCTION

1.1 This Master Services Agreement (“Agreement”) sets out the terms on which ABP Consultancy provides software, consultancy, configuration, implementation, and support services to its clients.

1.2 This Agreement is intended to establish a long-term contractual framework under which the parties may agree one or more Statements of Work (“SOWs”). Each SOW will define the specific services, deliverables, timelines, and fees applicable to a particular project or engagement.

1.3 This Agreement applies to all SOWs entered into during its term. Each SOW forms part of this Agreement and does not constitute a separate contract.

1.4 By:

signing this Agreement; or
signing or otherwise accepting any SOW; or
continuing to receive Services after notice of updates to this Agreement, the Client agrees to be bound by the terms of this Agreement.

2. INTERPRETATION

2.1 In this Agreement, the following definitions apply:

“Acceptance”
means acceptance of Software in accordance with clause 10.

“Acceptance Date”

means the date on which Software is Accepted.

“Affiliate”
means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

“Agreement”
means this Master Services Agreement, including its schedules and all SOWs.

“Available Services”
means the software, consultancy, configuration, implementation, support and related services offered by ABP Consultancy from time to time.

“Business”
means the Client’s business as described in the relevant SOW.

“Business Day”
means any day other than a Saturday, Sunday or public holiday in England.

“Client”
means the legal entity entering into this Agreement with ABP Consultancy.

“Client Materials”
means all documents, data, materials, and information supplied by or on behalf of the Client in connection with the Services.

“Commencement Date”
means the date this Agreement takes effect.

“Confidential Information”
means all information of a confidential or proprietary nature disclosed by one party to the other, including commercial, technical, financial, operational, and security-related information.

“Data Protection Legislation”
means the UK GDPR, the Data Protection Act 2018, and any applicable data protection or privacy legislation.

“Documentation”
means all user manuals, technical documentation and instructions supplied by ABP Consultancy relating to the Software.

“Fees”
means all fees, charges and expenses payable under this Agreement or any SOW.

“Intellectual Property Rights”
means all copyright, database rights, trade marks, patents, trade secrets and other intellectual property rights, whether registered or unregistered.

“Services”
means the services described in any SOW.

“Software”
means any software supplied or developed by ABP Consultancy under an SOW.

“Statement of Work” or “SOW”
means a statement of work agreed between the parties under clause 4.

2.2 References to clauses are to clauses of this Agreement unless stated otherwise.

2.3 Headings are for convenience only and do not affect interpretation.

2.4 Words in the singular include the plural and vice versa.

3. COMMENCEMENT AND TERM

3.1 This Agreement commences on the Commencement Date and continues until terminated in accordance with this Agreement.

3.2 Either party may terminate this Agreement for convenience by giving not less than the notice period stated in the relevant SOW, provided that termination shall not take effect until completion or termination of any ongoing SOW.

3.3 No new SOWs may be entered into after notice of termination has been served.

4. STATEMENTS OF WORK

4.1 The Client may request ABP Consultancy to provide any Available Services.

4.2 ABP Consultancy may provide a draft SOW setting out:

scope of Services;
deliverables;
timetable;
Fees; and
any service levels or assumptions.

4.3 A SOW shall become binding only when signed or otherwise expressly accepted by both parties.

4.4 Each SOW forms part of this Agreement.

5. SCOPE OF SERVICES

5.1 ABP Consultancy shall provide the Services described in each SOW using reasonable skill and care.

5.2 Services are limited to those expressly stated in the relevant SOW.

6. FEES AND PAYMENT

6.1 The Client shall pay the Fees set out in each SOW in accordance with the agreed payment schedule.

6.2 All Fees are exclusive of VAT, which shall be payable in addition where applicable.

6.3 ABP Consultancy may increase recurring Fees annually in line with the Consumer Prices Index (CPI), on written notice.

6.4 Late payments may accrue interest at 4% per annum above the Bank of England base rate.

7. SOFTWARE DELIVERY

7.1 ABP Consultancy shall deliver each Software Module to the Site(s) by the applicable Software Delivery Date.

7.2 ABP Consultancy shall supply to the Client, within a reasonable time before any Software Delivery Date, such information and

assistance as may be necessary to enable the Client to prepare the Site(s) for the installation of the relevant Software Module.

7.3 The Client shall, at its own expense, prepare the Site(s) in accordance with the information provided by ABP Consultancy in advance of each Software Delivery Date. On completion of such preparation, ABP Consultancy shall specify, within a reasonable time before the Software Delivery Date, any corrections or modifications required.

ABP Consultancy shall in no circumstances be liable for remedying any deficiency in the Site(s) preparation that is discovered at a Site at any time during this Agreement, and the Client shall promptly procure an appropriate remedy at its own expense as soon as the Client first becomes aware of such a deficiency.

7.4 ABP Consultancy shall deliver each Software Module to the Site(s) on or before the Software Delivery Date for that item.

7.5 ABP Consultancy shall complete installation of each Software Module at the Site(s) by the Installation Date for that Software Module.

7.6 The Client shall be responsible for ensuring that each item of Computer Hardware is installed, in working order, and available to ABP Consultancy no later than the relevant date specified in the relevant SOW.

7.7 If any delivery is delayed at the request of the Client, or because of its acts or omissions, the implementation plan shall be amended accordingly. If ABP Consultancy can demonstrate that such delay has resulted in an increase in cost, ABP Consultancy may notify the Client of an increase in Fees not exceeding such demonstrable cost and may invoice accordingly.

7.8 If any delivery is delayed because of the acts or omissions of ABP Consultancy, ABP Consultancy shall be liable for any reasonable costs the Client can demonstrate it incurred as a direct result of such delay.

8. PROJECT MANAGEMENT

8.1 The Client Contact and the Project Manager shall be the individuals stated in the Contract Details or relevant SOW. The Client shall ensure such individuals have sufficient authority, experience and expertise to bind the Client and provide effective instructions.

8.2 ABP Consultancy shall appoint an Account Manager responsible for overall delivery of the Work and shall notify the Client in writing of the appointed individual.

8.3 The Client Contact shall cooperate with the Account Manager and attend meetings at reasonable intervals, not less than once per week unless otherwise agreed.

8.4 The provision of employees, subcontractors and agents by ABP Consultancy shall be at its sole discretion.

8.5 In the absence of a Project Manager for any SOW, the Client Contact shall be deemed the Project Manager.

8.6 ABP Consultancy shall take reasonable steps to maintain continuity of personnel providing the Services and give reasonable notice of planned absences where practicable.

9. ACCEPTANCE

9.1 Acceptance of the Software shall be deemed to have occurred on the earliest of:

9.1.1 the expiry of ten (10) days after the Installation Date of the final Software Module, provided the Client has not notified ABP

Consultancy of any Defects during that period; or

9.1.2 use of the Software by the Client or any of its Affiliates in the normal course of business.

10. CONFIGURATION SERVICES

10.1 ABP Consultancy shall use reasonable endeavours to provide the Configuration Services specified in each SOW by the dates stated, subject to clause 10.2.

10.2 ABP Consultancy shall be entitled to an extension of time where delay arises due to:

10.2.1 a Client-requested change under clause 13 (Change Control);

10.2.2 a Force Majeure event under clause 35; or

10.2.3 an act or omission of the Client, its employees, agents or contractors.

10.3 Where entitled to an extension, ABP Consultancy shall notify the Client in writing within seven (7) days of becoming aware of the relevant event.

10.4 The SOW shall be deemed amended to reflect any agreed extension of time.

11. SUPPORT SERVICES

11.1 Where Support Services are included in an SOW, ABP Consultancy shall provide such Support Services in accordance with this Agreement.

11.2 Where New Releases are provided, ABP Consultancy shall supply them in machine-readable form together with updated Documentation and may make them available for download.

11.3 ABP Consultancy shall notify the Client of any New Release, specifying:

11.3.1 applicable charges;

11.3.2 any licence fee payable; and

11.3.3 functional, performance and compatibility differences.

11.4 Nothing in this Agreement obliges the Client to accept any New Release.

11.5 Support Services shall be available during Normal Working Hours via ABP Consultancy’s ticketing system.

11.6 ABP Consultancy shall use reasonable endeavours to remedy Defects notified by the Client in accordance with their severity and

the relevant SOW.

11.7 ABP Consultancy shall use reasonable efforts to ensure accurate data migration but gives no warranty as to completeness or accuracy. The Client remains responsible for validation of migrated data.

12. SUPPORT SERVICES – CLIENT OBLIGATIONS

12.1 The Client shall not permit any person other than ABP Consultancy to modify or maintain the Supported Software without prior written consent.

12.2 The Client shall cooperate with ABP Consultancy and provide access, facilities, information and assistance reasonably required for performance of the Services.

12.3 The Client shall appoint and maintain a primary and secondary contact for Support Services.

13. CHANGE CONTROL AND TECHNOLOGY SUBSTITUTION

13.1 The Client may request changes to the Software by written notice.

13.2 ABP Consultancy shall provide a written estimate of the impact on Fees and delivery times.

13.3 No change shall be implemented unless agreed in writing by both parties.

13.4 ABP Consultancy may offer substitute software containing improved technology or performance, subject to written agreement.

14. OWNERSHIP

14.1 The Intellectual Property Rights in the ABP Consultancy Software (other than Open-Source Software, Bespoke Software and Third-Party Software) are and shall remain the property of ABP Consultancy, and ABP Consultancy reserves the right to grant licences to use such software to any third party.

14.2 The Licensed Software and Documentation are the property of ABP Consultancy or the relevant third-party rights holder. The Client acquires no rights except those expressly granted under this Agreement.

14.3 Upon payment in full of all Fees relating to the Bespoke Software, all Intellectual Property Rights in the Bespoke Software (excluding Third-Party Software and Open-Source Software) shall vest in the Client.

14.4 ABP Consultancy shall, at the Client’s expense, execute such documents and take such actions as may reasonably be required to perfect the Client’s ownership rights under clause 14.3.

14.5 The Client shall use reasonable endeavours to prevent infringement of ABP Consultancy’s Intellectual Property Rights and shall promptly notify ABP Consultancy of any infringement of which it becomes aware.

15. SOFTWARE LICENCE AND DOCUMENTATION

15.1 ABP Consultancy grants the Client a non-exclusive, non-transferable licence to use the Licensed Software and Documentation solely for purposes related to the Business.

15.2 The Licensed Software may be used only by Licensed Users and only at the Site(s) specified, except as expressly permitted under this Agreement.

15.3 The Client shall comply with all Third-Party Licence terms and shall indemnify ABP Consultancy against losses arising from breach of such licences.

15.4 ABP Consultancy may treat breach of any Third-Party Licence as a breach of this Agreement.

16. TRANSFER OR REPRODUCTION OF LICENSED SOFTWARE

16.1 The Client may make copies of the Licensed Software solely for backup and security purposes.

16.2 All copies of Licensed Software remain the property of ABP Consultancy and must retain all proprietary notices.

16.3 The Client shall not sub-license, rent, assign or transfer the Licensed Software without ABP Consultancy’s prior written consent.

17. USE AND ADAPTATION OF LICENSED SOFTWARE

17.1 The Client may use the Licensed Software with other software.

17.2 The Client shall not adapt, modify, decompile, reverse engineer or disassemble the Licensed Software except as permitted by law.

18. SUPPLIER PERSONNEL

18.1 ABP Consultancy personnel shall comply with the Client’s reasonable site rules notified in writing.

18.2 ABP Consultancy retains full responsibility for its personnel and confirms they are not employees or agents of the Client.

19. CONFIDENTIALITY AND PUBLICITY

19.1 Each party shall use Confidential Information solely for the performance of this Agreement.

19.2 ABP Consultancy shall keep Client Confidential Information confidential and disclose it only to personnel or authorised subcontractors bound by confidentiality obligations.

19.3 The Client shall keep ABP Consultancy Confidential Information confidential and disclose it only to personnel who need to know for the Permitted Purposes.

19.4 Confidentiality obligations do not apply to information that:

is public other than through breach;
was lawfully known prior to disclosure; or
must be disclosed by law.

19.5 Each party shall notify the other of unauthorised disclosure.

19.6 The Client authorises ABP Consultancy to include the Client’s name and logo in ABP Consultancy marketing materials during the term of this Agreement, subject to prior written objection.

19.7 This clause shall survive termination.

20. DATA PROTECTION (UK GDPR)

20.1 Both parties shall comply with all applicable Data Protection Legislation.

20.2 Where ABP Consultancy processes personal data on behalf of the Client, the Client is the controller and ABP Consultancy is the processor.

20.3 ABP Consultancy shall:

process personal data only on documented instructions;
implement appropriate technical and organisational measures;
notify the Client of personal data breaches without undue delay;
delete or return personal data on termination unless required by law.

20.4 ABP Consultancy shall not appoint sub-processors without prior written authorisation.

20.5 This clause shall survive termination.

21. DIGITAL OPERATIONAL RESILIENCE (DORA)

21.1 Where the Client is a financial entity or otherwise subject to Regulation (EU) 2022/2554 (“DORA”), the parties acknowledge that ABP Consultancy acts as an ICT third-party service provider for the purposes of that regulation.

21.2 ABP Consultancy shall, to the extent applicable and proportionate to the Services:

cooperate with the Client’s ICT risk management obligations;
support incident reporting obligations by providing relevant information;
implement appropriate operational resilience, security and continuity measures;
permit audits and inspections reasonably required to demonstrate compliance, subject to confidentiality and security controls;
notify the Client of material subcontracting arrangements affecting the Services.

21.3 Nothing in this clause requires ABP Consultancy to comply directly with DORA as a regulated entity, nor to disclose information beyond what is reasonably necessary for the Client’s compliance.

21.4 This clause shall survive termination.

22. WARRANTIES

22.1 ABP Consultancy warrants and represents that:

22.1.1 the Bespoke Software, ABP Consultancy Standard Software and Documentation are proprietary to ABP Consultancy (except where otherwise stated in any SOW) and that it has the right to license such Intellectual Property Rights and provide the Services;

22.1.2 the Software and Documentation supplied under this Agreement do not infringe the Intellectual Property Rights of any third party;

22.1.3 the Software shall, at the Acceptance Date and for a period of six (6) months thereafter, perform substantially in accordance with the relevant SOW;

22.1.4 the Services shall be performed with reasonable skill and care in accordance with Good Industry Practice;

22.1.5 it complies with all applicable laws and regulations; and

22.1.6 it has full authority to enter into and perform this Agreement.

22.2 The sole remedy for breach of the warranties in clause 22.1 shall be correction of Defects within a reasonable time.

22.3 Except as expressly stated, all warranties, conditions and representations implied by statute or common law are excluded to the fullest extent permitted by law.

22.4 ABP Consultancy does not warrant that the Software will be uninterrupted or error-free.

22.5 Any unauthorised modification or misuse of the Software shall void the warranties under this Agreement.

23. INTELLECTUAL PROPERTY RIGHTS INDEMNITY

23.1 ABP Consultancy shall indemnify the Client against losses arising from claims that the Software infringes third-party Intellectual Property Rights, provided that the Client:

23.1.1 promptly notifies ABP Consultancy of the claim;

23.1.2 does not admit liability or settle without ABP Consultancy’s consent;

23.1.3 provides reasonable assistance at ABP Consultancy’s expense.

23.2 ABP Consultancy shall have no liability where infringement arises from:

23.2.1 Client modifications;

23.2.2 use with unapproved software; or

23.2.3 Client-specified requirements.

23.3 If infringement occurs, ABP Consultancy may replace, modify or procure rights to continue use of the Software.

24. NON-SOLICITATION

24.1 During the term of this Agreement and for twelve (12) months thereafter, the Client shall not solicit or entice any ABP Consultancy Team Member, save where such individual responds to a general public advertisement.

24.2 Breach of this clause shall entitle ABP Consultancy to compensation equal to twenty-five percent (25%) of the relevant individual’s annual remuneration.

24.3 Injunctive relief may be sought where damages are inadequate.

25. LIMITATION OF LIABILITY

25.1 Nothing in this Agreement limits liability for:

25.1.1 death or personal injury caused by negligence;

25.1.2 fraud or fraudulent misrepresentation; or

25.1.3 any liability which cannot be excluded by law.

25.2 Subject to clause 25.1, ABP Consultancy shall not be liable for indirect or consequential losses, including loss of profits, business, data, goodwill or anticipated savings.

25.3 Subject to clause 25.1, ABP Consultancy’s total aggregate liability arising under or in connection with this Agreement shall not exceed £1,000,000.

25.4 Time for delivery shall not be of the essence.

26. TERMINATION

26.1 Either party may terminate this Agreement immediately by written notice if the other party:

26.1.1 commits a material breach which is not remedied within twenty-eight (28) days of notice;

26.1.2 becomes insolvent or unable to pay its debts as they fall due within the meaning of the Insolvency Act 1986; or

26.1.3 ceases or threatens to cease carrying on business.

26.2 ABP Consultancy may terminate this Agreement immediately for non-payment where sums remain unpaid for thirty (30) days after written notice.

26.3 Termination shall not affect accrued rights.

27. CONSEQUENCES OF TERMINATION

27.1 Upon termination:

27.1.1 all SOWs shall terminate automatically;

27.1.2 all outstanding Fees shall become immediately payable;

27.1.3 each party shall return Confidential Information upon request.

27.2 Clauses intended to survive termination shall survive, including confidentiality, limitation of liability, data protection, DORA, and governing law.

28. FORCE MAJEURE

28.1 Neither party shall be liable for failure or delay caused by events beyond reasonable control.

28.2 If Force Majeure continues for more than one hundred and eighty (180) days, either party may terminate on thirty (30) days’ notice.

29. NOTICES

29.1 Notices shall be in writing and delivered by hand, post or email to the addresses specified in the relevant SOW.

29.2 Notices shall be deemed received in accordance with standard delivery timelines.

30. DISPUTE RESOLUTION

30.1 The parties shall attempt in good faith to resolve disputes through senior management escalation prior to commencing proceedings.

30.2 Nothing prevents either party from seeking injunctive relief.

31. ENTIRE AGREEMENT

31.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

31.2 No reliance is placed on statements not expressly set out herein.

32. VARIATION

32.1 No variation of this Agreement shall be effective unless made in writing and agreed by both parties.

3. GOVERNING LAW AND JURISDICTION

33.1 This Agreement and any dispute arising from it shall be governed by and construed in accordance with the laws of England and Wales.

33.2 The courts of England and Wales shall have exclusive jurisdiction.

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