PM BOX LTD: Standard Terms & Conditions

1. Services and Scope

1.1 Scope of Services

The Provider will deliver the Services as specified in the Service Order, which shall include a detailed scope, key deliverables, timelines, acceptance criteria, and, if applicable, service level agreements (collectively, the "Deliverables").

1.2 Change Control

Any modifications to the scope, including new features, significant revisions, or enhancements not included in the original Service Order, shall be subject to the Provider's change control procedure. This procedure involves a collaborative discovery process with the Client to clarify requirements, an estimation of the additional resources and costs required, and the submission of a formal proposal outlining the requested changes. No changes shall be implemented until the Client provides written authorization. A new Service Order or written amendment will be required to proceed with any additional or out-of-scope work, including any pricing or timeline adjustments.

1.3 Assumptions and Dependencies

The Client shall provide all necessary information, materials, and approvals in a timely manner. Any assumptions or dependencies that may impact the Provider's performance of the Services shall be detailed in the Service Order.

2. Fees, Invoicing, and Payment

2.1 Fees

The fees, including any required retainer or upfront payment prior to commencing the Services, and the payment schedule will be set out in the Service Order.

2.2 Invoicing

The Provider will issue invoices monthly. Invoices shall be delivered electronically via email to the Client's designated accounts payable contact or such other email address as the Client may specify.

2.3 Payment Terms

Payment is due within 30 days of the invoice date unless otherwise stated in the Service Order.

2.4 Late Payments

Late payments will bear interest at 2% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower. In the event that any payment is overdue by more than 14 days, and after the Provider has issued at least one written reminder and a formal warning, the Provider reserves the right to pause work until all overdue amounts are paid in full.

2.5 Taxes

Unless otherwise stated, all fees are exclusive of any taxes, levies, or duties. The Client shall be responsible for all applicable taxes except for taxes on the Provider's net income.

3. Intellectual Property Rights

3.1 Deliverables

Subject to full payment of all fees due under the applicable Service Order, all Deliverables specifically created for the Client under that Service Order shall become the Client's sole and exclusive property.

3.2 Pre-Existing Materials

The Provider retains ownership of its pre-existing frameworks, templates, algorithms, methodologies, AI models, libraries, tools, and processes (the "Pre-Existing Materials"). The Provider grants the Client a non-exclusive, non-transferable, royalty-free license to use such Pre-Existing Materials solely as integrated into the Deliverables for the Client's internal business purposes. The Client shall not modify, reverse-engineer, or reuse the Pre-Existing Materials for other projects without the Provider's prior written consent.

3.3 Third-Party Components

If the Deliverables include third-party or open-source components, the Client's use of those components will be subject to the third-party license terms. The Provider shall disclose such components and provide relevant license information.

4. Confidentiality and Data Protection

4.1 Definition of Confidential Information

"Confidential Information" means all non-public, confidential, or proprietary information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the receiving party before disclosure by the disclosing party; (iii) is lawfully received from a third party not under an obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

4.2 Use and Protection

Each party agrees to maintain the confidentiality of the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, subcontractors, or advisors who need to know such information and are bound by confidentiality obligations at least as protective as these Terms.

4.3 Survival

Confidentiality obligations shall survive the termination or expiration of this Agreement.

4.4 Data Protection

The Provider shall comply with applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR), to the extent applicable to the processing of any personal data. The parties agree to enter into a separate data processing agreement if required by law. If the Services involve processing personal data, the Client shall provide necessary instructions, and both parties shall implement appropriate technical and organizational measures to protect such data.

5. Warranties and Disclaimers

5.1 Standard of Care

The Provider warrants that it will perform the Services with reasonable skill, care, and professionalism in accordance with industry standards.

5.2 No Additional Warranties

Except as expressly stated, the Services and Deliverables are provided "as is" and without warranties of any kind, whether express or implied, including but not limited to merchantability, fitness for a particular purpose, or non-infringement. The Provider does not guarantee that the Deliverables will achieve any specific business results or that the Services will be error-free or uninterrupted.

5.3 Third-Party Tools and Integrations

The Provider is not liable for issues arising from third-party integrations, tools, platforms, or services included in or used with the Deliverables, provided that such components were selected and implemented with reasonable care.

5.4 Client Delays

The Provider is not responsible for delays or failures in performance caused by the Client's failure to provide necessary inputs, approvals, or access to required systems.

6. Limitation of Liability

6.1 Liability Cap

To the fullest extent permitted by law, the Provider's total liability arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client under the specific Service Order giving rise to the claim.

6.2 Exclusion of Certain Damages

In no event shall the Provider be liable for any indirect, special, incidental, punitive, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of data, or business interruption, arising out of or in connection with the Services or Deliverables, even if advised of the possibility of such damages.

7. Indemnification

7.1 Intellectual Property Infringement

The Provider shall indemnify and defend the Client against any claim brought by a third party alleging that the Deliverables, as provided by the Provider and used in accordance with this Agreement, infringe such third party's intellectual property rights. This indemnity shall not apply if the alleged infringement arises from (i) modifications made by the Client or at the Client's request without the Provider's authorization; (ii) the combination of the Deliverables with other products or services not provided or approved by the Provider; or (iii) the Client's breach of this Agreement.

7.2 Client Indemnity

The Client agrees to indemnify and hold harmless the Provider from and against any liabilities, claims, and expenses (including reasonable legal fees) arising out of the Client's misuse of the Deliverables, violation of applicable laws, or breach of this Agreement.

8. Termination

8.1 Termination for Convenience

Either party may terminate a Service Order by providing at least 28 days' written notice to the other party.

8.2 Termination for Breach

The Provider may terminate this Agreement immediately if the Client materially breaches these Terms, including failure to pay invoices when due, unauthorized use of intellectual property, or disclosure of Confidential Information, and fails to remedy the breach within 14 days of receiving written notice.

8.3 Payments Upon Termination

In the event of termination, the Client shall pay the Provider for all work performed up to the effective termination date on a pro rata or agreed-upon fee basis, as specified in the Service Order.

9. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes, lockouts, labor disputes, epidemics, pandemics, natural disasters, or governmental actions. The affected party shall promptly notify the other party in writing and use reasonable efforts to mitigate the impact of the force majeure event.

10. Dispute Resolution

10.1 Good Faith Negotiation

The parties agree to first attempt in good faith to resolve any disputes arising under this Agreement through direct negotiation between authorized representatives.

10.2 Mediation

If any dispute remains unresolved after 30 days of good faith negotiations, the parties agree to consider non-binding mediation. The Provider shall propose a suitable mediation service and location unless otherwise agreed by the parties, with the costs of mediation shared equally.

10.3 Governing Law and Jurisdiction

If the dispute cannot be resolved through negotiation or mediation, it shall be subject to the exclusive jurisdiction of the courts of the United Kingdom. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the United Kingdom.

11. Miscellaneous

11.1 Amendments

Any amendments or modifications to these Terms or the Service Order must be in writing and signed by both parties.

11.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.3 No Waiver

A failure to enforce any right or provision under these Terms shall not constitute a waiver of that or any other right or provision.

11.4 Entire Agreement

These Terms and the Service Order represent the entire agreement between the parties and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to the subject matter herein.

11.5 Notices

All notices and other communications required or permitted under these Terms shall be in writing and delivered to the addresses set forth in the Service Order or as otherwise provided by the parties in writing.

12. Acknowledgment

By agreeing to and signing the Service Order, the Client acknowledges having read, understood, and agreed to these Terms.