Master Terms

1. Definitions and Interpretation

1.1 In this Agreement:

“Build” means the design, development, configuration and deployment of the Software described in Schedule 1.

“Build Fee” means the one-time fee for the Build stated in the Agreement, exclusive of VAT where VAT applies under clause 4.4, before application of any Discount.

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

“Client Data” means all data, content and records input into, generated by or stored within the Software by or on behalf of the Client.

“Deliverables” means the bespoke software, code, configurations and documentation created by the Provider specifically for the Client under this Agreement.

“Discount” means any reduction to the Build Fee stated in the Agreement, granted on the terms in clause 5.

“Initial Term” means twelve (12) months from the Service Commencement Date.

“Maintenance Services” means the hosting management, support, monitoring, updates and other ongoing services described in Schedule 2.

“Monthly Fee” means the recurring monthly fee stated in the Agreement, exclusive of VAT where VAT applies under clause 4.4, subject to review under clause 7.

“Provider Background IP” means all intellectual property owned or licensed by the Provider before the Effective Date or developed independently of this Agreement, including frameworks, libraries, templates, tooling, methodologies and reusable components.

“Service Commencement Date” means the date on which the Maintenance Services begin, being the date of Acceptance under clause 10 or the date the Software is first used by the Client in live operation, whichever is earlier.

“Software” means the bespoke system described in Schedule 1, as updated from time to time.

“Third Party Services” means hosting, infrastructure, domains, email delivery, AI model access, payment processing and any other third-party product or service used in connection with the Software.

1.2 Clause and Schedule headings do not affect interpretation. The Schedules form part of this Agreement.

1.3 “Including” and similar words are without limitation.

2. Services

2.1 The Provider will:

(a) carry out the Build in accordance with Schedule 1; and

(b) from the Service Commencement Date, provide the Maintenance Services in accordance with Schedule 2.

2.2 The Provider will perform the services with reasonable skill and care, in accordance with good industry practice.

2.3 The Provider may use subcontractors and Third Party Services in providing the services, and remains responsible for the performance of its subcontractors.

2.4 Timescales given by the Provider are estimates. The Provider will use reasonable endeavours to meet agreed dates but time is not of the essence.

3. Term and Renewal

3.1 This Agreement begins on the Effective Date and continues for the Initial Term from the Service Commencement Date, unless terminated earlier under clause 16.

3.2 Automatic renewal. On expiry of the Initial Term, this Agreement will automatically renew for successive periods of twelve (12) months (each a “Renewal Term”) unless either party gives written notice of non-renewal not less than sixty (60) days before the end of the then-current term.

3.3 Each Renewal Term is on the same terms except as varied under clause 7 (Fee Review) or otherwise agreed in writing.

4. Fees

4.1 Build Fee. The Build Fee is the amount stated in the Agreement, plus VAT where VAT applies under clause 4.4. Where a Discount is stated, the amount payable by the Client for the Build is the Build Fee less that Discount, as stated in the Agreement, subject to clause 5.3.

4.2 Monthly Fee. From the Service Commencement Date the Client will pay the Monthly Fee stated in the Agreement, plus VAT where VAT applies under clause 4.4, per month, being the fee for the Maintenance Services and continued licence to use the Software. The Monthly Fee is payable monthly in advance for the duration of the Initial Term and any Renewal Term.

4.3 The Monthly Fee is payable for the whole of the Initial Term and is not refundable in whole or in part, save as expressly stated in this Agreement.

4.4 VAT. The Provider is not registered for VAT, and no VAT is charged on any Fee under this Agreement. If the Provider becomes registered for VAT during the term, VAT will be added to Fees at the prevailing rate from the effective date of registration, and the Provider will notify the Client in writing before the first invoice that carries it.

4.5 Third Party Services. Unless stated otherwise in Schedule 2, the cost of Third Party Services is not included in the Monthly Fee. Where the Provider procures Third Party Services on the Client’s behalf, those costs will be recharged at cost. The Provider will notify the Client before incurring any recharged cost exceeding the threshold stated in the Agreement per month.

5. Discount

5.1 Where the Agreement states a Discount against the Build Fee, that Discount is granted on the terms of this clause 5. The value of the Discount is the difference between the Build Fee and the amount stated in the Agreement as payable for the Build.

5.2 The Discount is granted in consideration of the Client:

(a) committing to the full Initial Term of twelve (12) months of Maintenance Services;

(b) providing reasonable ongoing feedback on the Software during the Initial Term;

(c) granting the publicity and reference rights in clause 18; and

(d) paying all Monthly Fees when due.

5.3 Repayment on early termination. The Discount is conditional on the Client completing the Initial Term. If, before the end of the Initial Term:

(a) the Client terminates this Agreement other than under clause 16.1 (Provider breach) or clause 16.4 (fee increase); or

(b) the Provider terminates this Agreement under clause 16.2 (Client breach, non-payment or insolvency),

then the Discount lapses proportionately and the Client will pay to the Provider a sum equal to:

5.4 The sum payable under clause 5.3 is a repayment of a discount previously granted and is a genuine reflection of the value the Provider gave up in reliance on the Client’s twelve-month commitment. It is payable within 14 days of the date of termination and is in addition to any Monthly Fees already accrued and unpaid.

5.5 The Discount applies to the Build only. It does not apply to the Monthly Fee, to Change Requests under clause 8, or to any future work.

6. Invoicing and Payment

6.1 The Provider will invoice the Monthly Fee monthly in advance. Invoices are payable within fourteen (14) days of the invoice date.

6.2 The Client will pay by direct debit or standing order unless otherwise agreed in writing.

6.3 Late payment. If any undisputed sum is not paid when due, the Provider may:

(a) charge interest under the Late Payment of Commercial Debts (Interest) Act 1998; and

(b) on giving 7 days’ written notice, suspend the Maintenance Services and the Client’s access to the Software until payment is made in full. Suspension does not relieve the Client of its obligation to pay Fees during the period of suspension.

6.4 All sums are payable in full without set-off, deduction or withholding, except as required by law.

6.5 If the Client disputes an invoice in good faith it must notify the Provider in writing within 7 days of the invoice date, giving reasons, and must pay the undisputed balance on time. The parties will seek to resolve the dispute promptly.

7. Fee Review, Renewal Pricing and Usage

7.1 Fixed during the Initial Term. The Monthly Fee will not increase during the Initial Term, except under clause 7.3.

7.2 Review at renewal. The Provider may vary the Monthly Fee for any Renewal Term by giving the Client written notice not less than sixty (60) days before the end of the then-current term. The notice will state the new Monthly Fee, the date it takes effect and the reasons for the change. Reasons may include:

(a) increases in the cost of Third Party Services (including hosting, infrastructure, AI model usage and email delivery);

(b) inflation, by reference to the UK Consumer Prices Index;

(c) growth in the Client’s usage (users, sites, data volume, transaction or AI request volume);

(d) an expanded scope of Maintenance Services, additional modules or enhanced support levels; or

(e) changes in the Provider’s cost base, including staff and compliance costs.

7.3 Mid-term usage adjustment. If during any term the Client’s usage materially and persistently exceeds the thresholds set out in Schedule 2, or the cost of Third Party Services attributable to the Client increases materially, the Provider may adjust the Monthly Fee on thirty (30) days’ written notice. The Client may instead elect within that notice period to reduce its usage back within the agreed thresholds, in which case no adjustment will apply.

7.4 Client’s right to decline. If the Client does not accept a fee variation notified under clause 7.2, it may give written notice of non-renewal under clause 3.2 (or, where fewer than 60 days remain, within 30 days of the Provider’s notice), and this Agreement will end at the close of the then-current term at the existing Monthly Fee. If the Client does not give such notice, the revised Monthly Fee applies from the start of the Renewal Term.

7.5 Reduction. Nothing prevents the parties agreeing a reduced Monthly Fee in writing.

8. Change Control

8.1 Either party may request changes to the Build or the Maintenance Services (“Change Request”).

8.2 The Provider will respond with the impact of the change on timescales, fees and any other terms. No change takes effect until agreed in writing (which may be by email) by both parties.

8.3 Work outside the agreed specification is chargeable at the day rate stated in the Agreement, plus VAT where VAT applies under clause 4.4, or at a fixed price agreed in writing.

8.4 The Provider is not obliged to carry out any work outside the agreed scope until a Change Request has been agreed.

9. Client Responsibilities

9.1 The Client will:

(a) provide timely and accurate information, decisions, approvals and feedback (and in any event within 5 Business Days of request);

(b) provide access to systems, accounts, premises and personnel reasonably required;

(c) nominate a single point of contact authorised to give approvals on its behalf;

(d) ensure the accuracy and lawfulness of all Client Data;

(e) keep login credentials secure and ensure its personnel use the Software in accordance with any acceptable use rules notified by the Provider; and

(f) obtain and maintain all licences, consents and permissions needed for the Provider to perform the services.

9.2 If the Provider’s performance is delayed or prevented by the Client’s act or omission (a “Client Delay”), the Provider is not liable for the resulting delay, timescales are extended accordingly, and the Provider may charge for reasonable additional costs incurred.

9.3 A Client Delay does not suspend the Client’s obligation to pay the Monthly Fee.

10. Acceptance

10.1 On completion of the Build the Provider will notify the Client that the Software is ready for acceptance.

10.2 The Client has ten (10) Business Days to test the Software against Schedule 1 and notify the Provider in writing of any material failure to conform.

10.3 The Provider will use reasonable endeavours to correct notified non-conformities and resubmit the Software for acceptance.

10.4 The Software is deemed accepted (“Acceptance”) on the earlier of: (a) the Client’s written acceptance; (b) expiry of the period in clause 10.2 without written notice of non-conformity; or (c) the Client’s use of the Software in live operation.

10.5 Minor defects that do not materially affect use are not grounds to withhold Acceptance and will be handled under Schedule 2.

11. Intellectual Property

11.1 Provider Background IP. All Provider Background IP remains the Provider’s property. Nothing in this Agreement transfers it.

11.2 Deliverables. Subject to clause 11.3, legal and beneficial ownership of the intellectual property rights in the bespoke Deliverables transfers to the Client on the later of (a) Acceptance and (b) payment in full of all sums then due under this Agreement, including any sum payable under clause 5.3.

11.3 The transfer under clause 11.2 excludes Provider Background IP, open-source components and third-party components, which remain owned by their respective owners.

11.4 Licence to Provider Background IP. To the extent Provider Background IP is embedded in the Deliverables, the Provider grants the Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use, maintain and modify that Provider Background IP solely as part of and for the purpose of using the Deliverables. This licence is not transferable except to a purchaser of the whole of the Client’s business.

11.5 Licence during the term. Until ownership transfers under clause 11.2, the Provider grants the Client a non-exclusive, non-transferable licence to use the Software for its internal business purposes for the duration of this Agreement.

11.6 Client Data. The Client owns all Client Data. The Provider may use it only to perform its obligations under this Agreement.

11.7 Reusable know-how. Nothing restricts the Provider from using the general skills, knowledge, techniques and know-how acquired in performing this Agreement, or from developing similar solutions for other clients, provided it does not use the Client’s Confidential Information or Client Data in doing so.

11.8 The Provider warrants that, so far as it is aware, the Deliverables as supplied do not infringe the intellectual property rights of any third party. The Client’s remedy for breach of this warranty is limited as set out in clause 15.

12. Data Protection

12.1 Each party will comply with the UK GDPR and the Data Protection Act 2018.

12.2 Where the Provider processes personal data on the Client’s behalf, the Client is the controller and the Provider is the processor. The subject matter, duration, nature, purpose, types of personal data and categories of data subject are set out in Schedule 4.

12.3 The Provider will:

(a) process personal data only on the Client’s documented instructions, unless required otherwise by law;

(b) ensure persons authorised to process the data are bound by confidentiality;

(c) implement appropriate technical and organisational security measures;

(d) not engage a sub-processor without the Client’s general written authorisation, and will give notice of any intended change of sub-processor so the Client may object;

(e) assist the Client, at the Client’s cost, with data subject requests, security, breach notification and data protection impact assessments;

(f) notify the Client without undue delay on becoming aware of a personal data breach; and

(g) on termination, delete or return the personal data at the Client’s option, save where retention is required by law.

12.4 The Client authorises the Provider to use the sub-processors listed in Schedule 4, including hosting, database, email delivery and AI model providers.

12.5 The Client warrants that it has a lawful basis for the processing it instructs, including in relation to any employee or workforce data.

12.6 AI features. The Client acknowledges that the Software may use third-party AI models to generate drafts, summaries and suggestions. Output may contain errors. Any action with financial, legal or material operational consequence requires human review and approval by the Client before it takes effect. The Provider is not liable for losses arising from the Client’s reliance on AI-generated output that was not so reviewed.

13. Confidentiality

13.1 Each party will keep the other’s Confidential Information secret, use it only for the purposes of this Agreement, and disclose it only to those of its personnel and advisers who need to know it and who are bound by equivalent obligations.

13.2 “Confidential Information” means information disclosed by or on behalf of a party that is marked or would reasonably be regarded as confidential, including pricing, business plans, client lists, source code and operational data.

13.3 These obligations do not apply to information that: (a) is or becomes public other than through breach; (b) was lawfully known to the recipient before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law, court order or regulator, provided the recipient gives reasonable prior notice where lawful.

13.4 These obligations continue for five (5) years after termination of this Agreement, and indefinitely in respect of source code and trade secrets.

14. Warranties and Disclaimers

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

14.2 The Provider warrants that the Software will, for ninety (90) days after Acceptance, operate materially in accordance with Schedule 1. The Provider’s sole obligation for breach of this warranty is to correct the defect at no charge, or if it cannot do so within a reasonable period, to refund the Monthly Fees paid in respect of the affected period.

14.3 The warranty in clause 14.2 does not apply to defects caused by: (a) modification of the Software by anyone other than the Provider; (b) misuse or use contrary to instructions; (c) inaccurate Client Data; (d) failure or change of Third Party Services; or (e) the Client’s hardware, network or third-party software.

14.4 The Provider does not warrant that the Software will be uninterrupted or error-free, or that it will meet requirements not set out in Schedule 1.

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

15. Limitation of Liability

15.1 Nothing in this Agreement limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or (d) any other liability which cannot lawfully be limited.

15.2 Subject to clause 15.1, neither party is liable for: loss of profit; loss of revenue; loss of anticipated savings; loss of business or opportunity; loss of goodwill; or any indirect or consequential loss.

15.3 Subject to clauses 15.1 and 15.2, the Provider’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Fees actually paid by the Client to the Provider in the twelve (12) months immediately preceding the event giving rise to the claim.

15.4 For the avoidance of doubt, a discounted Build Fee does not increase the cap in clause 15.3; the cap is calculated on sums actually paid.

15.5 Backups and Client Data. The Provider will maintain backups as described in Schedule 2. The Client remains responsible for maintaining its own records of business-critical data. The Provider’s liability for loss or corruption of Client Data is limited to using reasonable endeavours to restore from the most recent available backup.

15.6 The Client will indemnify the Provider against claims arising from the Client Data or from the Client’s use of the Software in breach of this Agreement or applicable law.

15.7 The parties agree that these limitations are reasonable having regard to the fees payable, and that the Provider has priced this Agreement on that basis.

16. Termination

16.1 Client termination for Provider breach. The Client may terminate immediately by written notice if the Provider commits a material breach and fails to remedy it within thirty (30) days of written notice specifying the breach.

16.2 Provider termination. The Provider may terminate immediately by written notice if the Client:

(a) commits a material breach and fails to remedy it within thirty (30) days of written notice;

(b) fails to pay any undisputed sum within thirty (30) days of the due date; or

(c) becomes insolvent, enters administration or liquidation, has a receiver appointed, or ceases to carry on business.

16.3 Termination for convenience after the Initial Term. After the Initial Term, either party may terminate on sixty (60) days’ written notice, expiring at the end of a Renewal Term in accordance with clause 3.2.

16.4 Termination on fee increase. The Client may decline a fee variation and end this Agreement in accordance with clause 7.4, without liability under clause 5.3.

16.5 Early termination by the Client during the Initial Term. The Client may terminate during the Initial Term on sixty (60) days’ written notice, in which case the Client will pay (a) all Monthly Fees for the remainder of the Initial Term and (b) the sum due under clause 5.3.

17. Consequences of Termination

17.1 On termination or expiry:

(a) all sums accrued or payable become immediately due, including any sum under clause 5.3;

(b) the Provider will cease providing the Maintenance Services;

(c) each party will return or destroy the other’s Confidential Information on request; and

(d) if ownership has transferred under clause 11.2, the Provider will hand over the source code repository, deployment configuration and documentation.

17.2 Exit assistance. For up to thirty (30) days after termination the Provider will, if requested, export the Client Data in a commonly used machine-readable format and provide reasonable transition assistance. Transition assistance beyond a straightforward data export is chargeable at the Provider’s then-current day rate.

17.3 After the period in clause 17.2 the Provider may delete the Client Data and decommission the hosting environment.

17.4 Clauses 5.3, 6, 11, 12, 13, 15, 17, 20 and 21 survive termination, together with any other clause intended to survive.

18. Publicity and Reference

18.1 Where a Discount has been granted, the Client agrees that the Provider may:

(a) identify the Client as a client, and use the Client’s name and logo, on the Provider’s website, proposals and marketing materials;

(b) publish a case study describing the work, subject to the Client’s prior approval of the text (not to be unreasonably withheld or delayed, and deemed given if no response within 10 Business Days); and

(c) request a written testimonial and act as a reference site for up to two prospective clients per quarter, by arrangement and at reasonable times.

18.2 The Provider will not disclose the Client’s Confidential Information, commercially sensitive figures or personal data in any such material without prior written consent.

18.3 These rights continue for twelve (12) months after termination in respect of material already published.

19. Non-Solicitation

19.1 During this Agreement and for six (6) months afterwards, the Client will not directly or indirectly solicit or employ any person engaged by the Provider in the delivery of the services, without the Provider’s prior written consent.

19.2 This does not prevent employment resulting from a general public advertisement not targeted at that person.

20. General

20.1 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including outages of Third Party Services. If the event continues for more than sixty (60) days either party may terminate on written notice.

20.2 Notices. Notices must be in writing and sent to the addresses in this Agreement or to the email addresses notified for the purpose. Email notices are deemed received at the time of transmission during business hours, provided no delivery failure is received. Notices of termination must also be sent by post or recorded delivery.

20.3 Assignment. Neither party may assign or transfer this Agreement without the other’s written consent, not to be unreasonably withheld, except that either party may assign to a purchaser of the whole of its business.

20.4 Entire agreement. This Agreement, including its Schedules, is the entire agreement between the parties and supersedes all prior proposals, quotations and discussions. Neither party relies on any statement not set out in this Agreement. This clause does not limit liability for fraudulent misrepresentation.

20.5 Variation. No variation is effective unless in writing and signed by or on behalf of both parties, except as expressly permitted by clauses 7 and 8.

20.6 Waiver. A failure or delay in exercising a right is not a waiver of it.

20.7 Severance. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or, if that is not possible, deleted, without affecting the remainder.

20.8 No partnership. Nothing creates a partnership, joint venture or employment relationship. The Provider is an independent contractor.

20.9 Third party rights. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.

20.10 Counterparts. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and which together form one agreement.

21. Governing Law and Jurisdiction

21.1 This Agreement and any dispute arising out of it (including non-contractual disputes) is governed by the law of England and Wales.

21.2 The courts of England and Wales have exclusive jurisdiction.

21.3 Before commencing proceedings the parties will use reasonable endeavours to resolve any dispute through discussion between senior representatives within thirty (30) days.

22. Independent Legal Advice

22.1 Each party confirms that it has had the opportunity to obtain independent legal advice on this Agreement before signing, and enters into it freely.

Schedule 2 — Maintenance Services

Included in the Monthly Fee

1. Hosting management, monitoring and uptime checks.
2. Bug fixes and corrective maintenance.
3. Security patches and dependency updates.
4. Minor enhancements and configuration changes of up to the hours per month stated in the Agreement (non-cumulative).
5. Support by email to flow@dualpay.co.uk during Business Hours (9:00–17:00, Monday to Friday, excluding public holidays).
6. User account administration and onboarding of new users.
7. Daily automated backups retained for 30 days.
8. Reasonable telephone support for urgent issues.

Target response times

Usage thresholds (see clause 7.3)

Not included

New features and modules; integrations with additional third-party systems; redesign; data migration; training beyond the hours stated in the Agreement; out-of-hours support; costs of Third Party Services. These are available by Change Request under clause 8.

Schedule 4 — Data Processing Details

Subject matter: provision of the Software and Maintenance Services.

Duration: the term of this Agreement plus the exit period in clause 17.2.

Nature and purpose: hosting, storage, retrieval, generation of summaries and drafts, backup and deletion of Client Data to operate the Software.

Types of personal data: names; work contact details; job roles; employment and site allocation records; timesheet and location-of-work records; photographs uploaded as part of work reports; message content; and:

Categories of data subject: the Client’s employees, workers, subcontractors, suppliers and customers.

Authorised sub-processors

International transfers: where personal data is transferred outside the UK, the transfer will be made under the UK International Data Transfer Agreement or Addendum, or another lawful transfer mechanism.