Master Services Agreement

1.Structure of Agreement and Statements of Work

This is a framework agreement governing the overall relationship between Supplier and Customer. Specific projects are set out in Statements of Work (SOWs), each incorporating these terms.

A SOW becomes binding once signed by both parties or confirmed in writing.

Order of precedence

• Special conditions agreed in writing
• The executed SOW
• This Agreement
• Schedules and attachments

This Agreement takes precedence over any customer purchase order or other standard terms.

2.Hardware Procurement

Hardware must be purchased and installed at the site to access the Customer Dashboard.

Risk in hardware passes to Customer upon delivery; ownership passes on full payment.

The Supplier may substitute equivalent hardware where necessary without materially affecting performance.

The Customer is responsible for insuring hardware from point of delivery onwards.

3.Installation and Acceptance

The Supplier will install hardware and configure the system as described in the relevant SOW, carrying out installation tests and providing evidence of successful operation.

Acceptance is deemed when tests are passed, or if the Customer does not object within 10 working days.

The Customer must not interfere with hardware or systems except as authorised in writing.

Where services are delivered via a reseller or prime contractor, responsibilities relating to site access, facilities, and site conditions are the Customer's responsibility unless otherwise agreed in the SOW.

4.Customer Responsibilities

General access and environment

The Customer shall provide access, consents, and a suitable environment for installation.

The Customer must ensure the Supplier is provided access to each Site to perform a survey of suitability for provision and receipt of the System (a "Site Survey"). The Customer must ensure that Site conditions do not become materially worse or change materially following a Site Survey.

Temperature and humidity requirements. The Customer must keep the Site within a temperature range of -10°C to +50°C and humidity between 15% and 85%. If this is not possible, both parties will agree an alternative suitable location, which may incur extra cost.

Once installed, the Customer must not move, tamper with, or uninstall any part of the System except in an emergency. Any requested changes will be quoted by the Supplier and agreed in writing.

The Customer must ensure adequate wall space and power are available for installation.

Site facilities and access

The Customer must provide the Supplier with reasonable site facilities, including:

• Access to toilets, drinking water, and basic welfare facilities
• Parking or unloading space
• Power for tools or lighting
• A way to dispose of packaging

The Supplier may put up warning signs or barriers where needed. The Customer must ensure there is safe and adequate working space for installation.

The Customer must provide the Supplier with access to the Sites by prior agreement and with at least two weeks' notice, including for installation and any later maintenance or investigation visits. The Supplier must also be allowed access to boiler rooms, plant rooms, and related areas as needed to carry out installation work and, where required, temporarily power down connected systems.

Sites and relocation

The Customer must provide (or arrange) access for the Supplier and its subcontractors to each Site as needed to install, maintain, or remove the Hardware and System, at the Customer's cost.

If the Customer moves from a Site where the System is installed, the Customer will cover all relocation, decommissioning, and reinstallation costs.

The Customer is responsible for insuring the Site and any installed Hardware, and for ensuring all Sites meet health and safety laws. The Supplier must be made aware of any relevant site rules or policies.

Asbestos, gas and fire safety

Before installation begins, the Customer must ensure each Site has:

• An up-to-date Asbestos Risk Register, available to the Supplier and its subcontractors on request
• Working fire safety equipment, including alarms and extinguishers, maintained in line with service requirements
• A functioning gas detection and alarm system in any area where CO₂ or NO₂ exposure is possible

The Customer must also provide accurate information about any health and safety risks at each Site before surveys or installation, and promptly inform the Supplier of any new or changed risks.

Third party service supply

Where the Customer is supplying the Supplier Services to a third party, the Customer shall be responsible for ensuring that all site access, health and safety, and environmental requirements are met.

5.Licence and Use of Customer Dashboard

The Supplier grants the Customer a non-exclusive, non-transferable licence to access and use the Customer Dashboard during the term, subject to payment of licence fees.

Restrictions

The Customer must not:

• Allow unauthorised access
• Copy, reverse engineer, or create derivative works
• Disrupt or interfere with systems
• Attempt penetration testing without written consent

End customer access

The Customer may permit its end customers to access and use the Customer Dashboard solely for the Customer's internal business purposes, provided that:

• Such use is in connection with services supplied under a Statement of Work
• The Customer remains fully responsible for all acts and omissions of such end customers
• The Customer ensures that any such end customers comply with the terms of this Agreement as if they were the Customer

System availability

Target availability is 99% uptime (excluding planned maintenance, force majeure, connectivity outside Supplier's control, or Customer failures).

Niagara licence

Customer use of Niagara software is subject to Tridium's End User Licence Agreement (EULA) as amended from time to time, available at tridium.com.

Third party obligations

Where the Customer is supplying the Supplier Services to a third party, the Customer shall not agree to any obligations, liabilities or commitments on behalf of the Supplier that are greater than or inconsistent with those set out in this Agreement.

6.Support and Changes

The Supplier may update or modify systems and infrastructure as reasonably required.

The Supplier is not obliged to support obsolete versions once updates are issued.

6A.Site Support and Maintenance

6A.1 Roles and responsibilities

The Supplier provides remote monitoring, diagnostics, software support and system configuration services as part of the Services.

Unless otherwise expressly agreed in a Statement of Work, the Customer shall be responsible for:

• Providing physical access to Sites
• Carrying out or arranging all on-site works, including installation, inspection, maintenance, repair, replacement, or removal of Hardware
• Ensuring that any third party responsible for on-site services performs such services in a timely and competent manner

6A.2 Third party delivery

The Supplier does not control the performance of such third party; the Customer remains responsible for ensuring that all required on-site services are performed.

6A.3 Faults and support requests

• The Supplier shall use reasonable endeavours to diagnose the issue remotely
• Where the issue requires on-site intervention, the Supplier shall notify the Customer and provide reasonable information to support resolution
• The Customer shall ensure that appropriate on-site action is taken without undue delay

6A.4 Failure to provide site support

The Supplier shall not be responsible for:

• A failure by the Customer or its third party providers to carry out required on-site works
• Delays in providing access to Sites
• Failure to follow reasonable instructions provided by the Supplier

6A.5 Optional on-site services

Where agreed in a Statement of Work, the Supplier may provide or arrange on-site services. Any such services shall be subject to additional charges and the terms set out in the applicable Statement of Work.

6A.6 Cooperation

The parties shall cooperate in good faith to ensure that faults are resolved efficiently. The Customer shall ensure that all relevant parties (including any reseller or site operator) are engaged as necessary to support timely resolution.

7.Confidentiality

Each party must keep the other's confidential information secure and not disclose it except as required to perform obligations or by law.

Confidentiality survives termination until information becomes public or is otherwise lawfully obtained or, in any case, for a maximum of 5 years.

8.Data Protection

The Supplier does not expect to access personal data.

Where the Customer is supplying the Supplier Services to a third party, the parties acknowledge that the Supplier acts as a sub-processor and shall only process personal data in accordance with a written data processing agreement.

The Supplier shall not be required to comply with any data protection obligations beyond those expressly set out in this Agreement and any applicable data processing agreement.

Customer obligations

The Customer shall ensure that it has all necessary rights, consents and legal basis to provide any personal data to the Supplier.

The Customer shall not transfer personal data to the Supplier unless such processing is covered by a valid data processing agreement between the parties.

The Supplier shall have no liability for any personal data provided to it by the Customer in breach of this clause.

The Customer shall be responsible for ensuring that any personal data shared with the Supplier is accurate, lawful and limited to what is necessary for the provision of the Services.

The Customer acknowledges that the Supplier may collect, modify and analyse metadata and/or operational data which does not contain personal data.

9.Charges and Payment

Charges are as set out in the applicable SOW.

Invoices are due within 30 days.

Late payments accrue interest at 8% above Barclays Bank base rate.

Payment obligations are not conditional upon the Customer receiving payment from any third party.

Service suspension

If any undisputed amount remains unpaid after the due date, the Supplier may, upon giving not less than 10 working days' written notice, suspend the provision of Services until payment is received.

The Customer may not withhold or delay payment of any undisputed amounts.

Dispute resolution

If the Customer disputes any invoice in good faith, it shall notify the Supplier in writing within 10 working days of receipt, providing reasonable detail of the dispute. The Customer shall pay all undisputed amounts in accordance with this Agreement.

The parties shall work together in good faith to resolve any disputed amounts promptly.

Price increases

The Supplier may increase recurring charges once per calendar year on or after 1 January, by the greater of:

• 3%; or
• The percentage increase in the UK Retail Price Index (RPI) over the preceding 12 months

The Supplier shall provide not less than 30 days' written notice of any such increase.

Where there is a material increase in the Supplier's cost of providing the Services (including but not limited to energy, connectivity, or third-party licensing), the Supplier may propose a fair and reasonable adjustment to charges, to be agreed between the parties.

All charges are exclusive of VAT.

10.Warranties

Each party warrants it has authority to enter into this Agreement.

Supplier warranties

• The system will materially conform to its specifications
• Services will be provided with reasonable skill and care

The Supplier does not warrant that systems will be error-free or uninterrupted.

All hardware is covered by manufacturer warranty for 12 months.

11.Limitation of Liability

Neither party excludes liability for death, personal injury or fraud.

The Supplier is not liable for loss of profits, business, data, goodwill or indirect or consequential loss.

Liability cap

The Supplier's total aggregate liability under this Agreement shall not exceed 125% of total fees paid under the relevant SOW.

The Supplier shall not be subject to any greater liability than that set out in this Agreement, notwithstanding any obligations of the Customer under any upstream contract.

12.Term and Termination

This Agreement continues until terminated in accordance with its terms.

Each SOW specifies its own term.

Grounds for termination

Either party may terminate for:

• Material breach not remedied within 30 days
• Insolvency of the other party

Termination for convenience

The Customer may terminate for convenience with 90 working days' notice, subject to termination charges for all committed costs or pro-rated licence fees to the end of the notice period.

Effect of termination

On termination, all licences and access rights cease immediately.

13.General Provisions

No amendment to this Agreement shall be effective unless agreed in writing by both parties.

Neither party is liable for delays caused by events beyond reasonable control.

Intellectual property

All intellectual property rights in the Hardware, System, and Customer Dashboard remain with the Supplier or its licensors. The Customer receives only the licences expressly granted.

Assignment

Supplier assignment. The Supplier may assign, transfer or novate this Agreement to any affiliate or in connection with a sale, merger or transfer of all or substantially all of its business or assets upon written notice to the Customer.

Customer assignment. The Customer may assign, transfer or novate this Agreement with the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed.

Notwithstanding the above, the Customer may assign this Agreement to any affiliate or in connection with a sale, merger or transfer of all or substantially all of its business or assets upon written notice to the Supplier, provided that such assignee is of equivalent financial standing and capability.

Relationship

The relationship between the Supplier and the Customer is that of independent contractors.

Entire agreement

This Agreement constitutes the entire agreement between the Supplier and Customer with respect to the subject matter hereof and supersedes all prior discussions, negotiations, agreements and undertakings.

Any terms in the Customer's purchase order do not apply unless both parties agree to them in writing.

Non-solicitation

Neither party may hire or engage anyone involved in providing or receiving the Services from the other party during the contract or for 12 months after, without prior written consent. If breached, a fee equal to six months' gross salary applies.

Miscellaneous

Failure to enforce any right does not waive it. Invalid terms are severed; the remainder continues. No third party rights are created.

Governing law

This Agreement is governed by the laws of England and Wales. Courts of England and Wales have exclusive jurisdiction.

14.Definitions

Agreement: This Master Services Agreement and incorporated schedules.

Customer Dashboard: The Supplier's cloud-based software platform as described in schedules and SOWs.

Hardware: Sensors, controllers, gateways and related equipment supplied under an SOW.

SOW (Statement of Work): Written document or proposal specifying scope, charges, sites and deliverables, incorporating these terms.

Term: Duration of this Agreement or an SOW as applicable.

Working Day: Any day other than Saturday, Sunday or public holiday in England.

Site: Any site owned, controlled or occupied by Customer that is listed in a Statement of Work.

Schedule 1 — Data Processing Agreement

This Data Processing Agreement ("DPA") forms part of the Master Services Agreement between the Supplier and the Customer.

1. Definitions

"Controller", "Processor", "Personal Data", "Processing" and "Data Subject" have the meanings given in UK GDPR. "Sub-processor" means any third party appointed by the Supplier to process Personal Data.

2. Roles of the parties

• The Customer is the Controller; and
• The Supplier is the Processor (or Sub-processor where the Customer is itself acting as a Processor).

3. Scope and purpose of processing

Processing is to the extent necessary to provide the Services; and in accordance with the Customer's documented instructions (including this Agreement and any applicable Statement of Work).

4. Types of personal data and data subjects

Personal Data processed includes basic contact details (e.g. name, email, phone number) and system usage or operational data.

5. Supplier obligations

The Supplier shall:

• Process Personal Data only on documented instructions from the Customer
• Ensure that personnel authorised to process Personal Data are subject to confidentiality obligations
• Implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction or damage
• Not sell, retain, use or disclose Personal Data for any purpose other than as required to provide the Services

6. Security measures

• Access controls and authentication
• Encryption in transit
• Logical separation of customer data
• Monitoring and logging of system access

7. Sub-processing

The Supplier shall ensure any Sub-processor is bound by data protection obligations no less onerous than those set out in this DPA, and shall remain responsible for the acts and omissions of its Sub-processors. A list of Sub-processors shall be made available on request.

8. International transfers

Where Personal Data is transferred internationally, appropriate safeguards are in place (such as UK-approved standard contractual clauses); or the transfer is to a country recognised as providing adequate protection.

9. Data subject rights

The Supplier shall, taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as possible, to fulfil the Customer's obligation to respond to requests from Data Subjects.

10. Personal data breach

The Supplier shall notify the Customer without undue delay upon becoming aware of a Personal Data Breach affecting Personal Data processed under this Agreement.

11. Audit rights

Audit rights must be on reasonable notice, must not unreasonably disrupt the Supplier's business, and shall be at the Customer's cost unless a material breach is identified.

12. Deletion and return of data

Upon termination, the Supplier shall delete or return all Personal Data, unless retention is required by law.

13. Liability

Each party's liability under this DPA shall be subject to the limitations of liability set out in the Agreement.

14. Order of precedence

In the event of conflict, this DPA shall take precedence over the Agreement in respect of data protection matters.

Company Details