These terms define the agreement between Problems Solved Limited and our customer, these govern the interactions between the two parties and enable the customer to call upon Problems Solved to provide products and services agreed in statements of work and other methods of requesting services. 

WHEREAS

(A)          Problems Solved provides business consultancy services, and develops, produces and sells various information technology solutions.

(B)          The Customer wishes to procure products and services from Problems Solved which will be ordered using Statement of Works.

(C)          Problems Solved has agreed to provide the same to the Customer.

(D)          The parties are entering into this MSA to give effect to the above.

IT IS HEREBY AGREED AS FOLLOWS

 1             DEFINITIONS AND INTERPRETATIONS

1.1       In this MSA, unless the context otherwise requires, the following expressions shall have the following meanings:

Affiliate means any company which directly or indirectly, through one or more intermediaries, (i) controls, (ii) is controlled by, or (ii) is under common control with such company. For this purpose, a company is deemed to control another company or entity if it (i) owns, directly or indirectly, more than 50 percent of the capital of the other company or entity, or (ii) has the power to direct, or cause the direction of, the management and policies of such company or entity.

Applicable Law means any statute, law, regulation, ordinance, rule, court order, notification, order, decree, bye-law, permits, licences, approvals, consents, authorisations, government approvals, directives, guidelines, requirements or other governmental restrictions, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any authority having jurisdiction over the matter in question, whether in effect as of the Effective Date or thereafter.

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for normal banking business in England.

Change Request means as defined in clause 12.1.

Charges means, in relation to any Statement of Work, the charges payable for the Service as set out in the Statement of Work.

Commencement Date means, in relation to any Service, the date for the commencement of such Service, as set out in the Statement of Work.

Confidential Information means any and all information in any medium or format (whether marked “confidential” or not) which concerns the business, operations or customers of either party or their Affiliates and as explained in clause 10.

Control means that an entity possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of another person, whether through the ownership of voting shares, by contract or otherwise, and Controls and Controlled shall be interpreted accordingly.

Customer Materials means any property or materials of the Customer provided to Problems Solved in the course of providing the Services.

Deliverables means the listed deliverables to be developed specifically for the Customer and supplied by Problems Solved to Customer as part of the Services as set out in a Statement of Work.

Data Protection Legislation means:

§     the EC Data Protection Directive (Directive 95/46/EC);

§     the United Kingdom Data Protection Act 1998;

§     UK GDPR; and

§     all other applicable relating to or impacting on the processing of personal data and privacy.

Disclosing Party means as defined in clause 10.1.

Due Date means as defined in clause 5.4.

Early Termination Charge means the early termination charge applicable if the Customer elects to terminate early for convenience a contract for provision of proprietary software services, as detailed in clause 18.6.

Effective Date means the date this MSA was signed.

Exit Plan means a bespoke plan regarding exit arrangements where Problems Solved is providing proprietary software to the Customer

Force Majeure Event means any circumstance beyond the reasonable control of either party including, without limitation, Act of God, war, insurrection, riot, civil commotion, acts of terrorism, Government regulations, embargoes, explosions, strikes, labour disputes, illness, flood, fire, tempest, pandemic, epidemic.  Circumstances beyond the control of the parties including power surges, failure or shortage of power supplies, pest damage, pandemics such as Covid 19, accidental damage, toll fraud, other telecommunications operators, highway authority, technological attack (including, but not limited to denial-of-service attacks, attacks involving Malicious Code and computer hacking).

Master Service Agreement or the Master Service Agreement or this Master Service Agreement means this MSA and shall include the Recitals attached hereto, and the contracts, certificates, disclosures and other documents to be executed and delivered pursuant hereto, if any and any amendments made to this MSA by the parties in writing.

GBP means Great British Pounds and pence, the lawful currency of the United Kingdom.

EUR means Euro, the lawful currency of the European Union

USD mean United States Dollars the lawful currency of the United States of America.

Other currency universally recognised three letter acronyms accepted.

Indemnified Losses means all losses, damages, costs and expenses and other liabilities (including reasonable legal and other professional fees) incurred by or awarded against the Customer in connection with a Problems Solved IPR Claim.

Intellectual Property Rights means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Location means as per the venue or venues set out in the Statement of Work.

Malicious Code means viruses, logic bombs, worms, trojan horses or other types of destructive, disruptive or nuisance programs.

Permitted User means, in relation to a party receiving the other party’s Confidential Information, any of its employees, directors, consultants, subcontractors or professional advisers.

Problems Solved IPR Claim means as defined in clause 17.1.

Problems Solved Materials means any materials or property of Problems Solved including, Software Materials tools, methodologies or other materials used by Problems Solved or any subcontractor in the provision of the Services.

Recipient means as defined clause 10.1.

Relief Event means as defined in clause 15.1.

Sales Tax means any sales, purchase or turnover tax as may be applicable in any relevant jurisdiction, including value added tax chargeable under or pursuant to the Value Added Tax Act 1994 or Council Directive 2006/112/ EC.

Statement of Work means each statement of work executed between the parties.

Services means any or all of the services to be provided by Problems Solved, that are the subject matter of, and described in, any Statement of Work.

Service Specific Terms means, the terms and conditions relevant to a particular Service set out in the relevant Statement of Work and any supporting documents specifying products or Services provided by Problems Solved with a term period which may be part or additional to the Statement of Work.

Software Materials means computer programs (in either or both executable code and source code, as appropriate), together with any technical information and documentation necessary for the use of those programs and including all updates, new releases and modifications of those computer programs, supplied to the Customer as part of the Services.

Standard Terms and Conditions of Sale means Problems Solved’s standard terms and conditions of sale relating to the purchase of hardware, equipment or other materials, as provided to the Customer by Problems Solved from time to time.

Transaction Agreements means, where applicable, together the MSA, Statement of Work and any Service Specific Terms with respect to the Service.

1.2         In this MSA:

1.2.1        The terms "hereof", "herein", "hereby", "hereto" and other derivatives or similar words, refer to this entire MSA or specified sections of this MSA, as the case may be.

1.2.2        A reference to "assets" include present and future properties, revenues and rights of every description.

1.2.3        A reference to a "person" includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, fund, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality.

1.2.4        Any reference to "writing" includes printing, typing, lithography and other means of reproducing words in a permanent visible form.

1.2.5        A reference to any document is a reference to that document as varied, novated or replaced from time to time.

1.2.6        References to any statute include any statutory instrument or regulations made under it and references to all or any part of any statute or statutory instrument include any statutory amendment, modification or re-enactment in force at the date of this MSA.

1.2.7        Throughout this MSA, the singular shall include the plural and vice versa and either gender shall include the other, except where the context plainly requires otherwise.

1.2.8        The parties acknowledge that they and their respective counsel have read and understood the terms of this MSA and have participated equally in the negotiation and drafting. No provisions of this MSA shall be interpreted in favour of, or against, any party by reason of the extent to which such party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.

1.2.9        The rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the words "other", "including", "include" and "in particular" shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

1.2.10    Headings are used for reference only and will not affect the interpretation of this MSA.

1.2.11    A reference to a clause is a reference to a clause of this MSA.

1.2.12    All Recitals, as amended from time to time, form part of this MSA.

1.3       Any word or phrase defined in the Recitals or in the body of this MSA as opposed to being defined in clause 1.1 shall have the meaning so assigned to it, unless the contrary is expressly stated or the contrary clearly appears from the context.

 2       STATEMENTS OF WORK

2.1       Each Statement of Work shall come into force on the Commencement Date specified in the Statement of Work and shall continue, unless terminated earlier in accordance with its terms, until the expiry of the term set out in the Statement of Work.

2.2         From the Effective Date and until this MSA is terminated for any reason, the Customer may, from time to time, submit a written request to Problems Solved for the provision of any of the professional and information technology services that Problems Solved provides in the normal course of its business.

2.3       Problems Solved will review the written request received and shall, as soon as reasonably practicable after receiving the written request: notify the Customer that it is not able to provide the requested Available Service; or prepare a draft Statement of Work and submit that draft Statement of Work to the Customer for agreement.

2.4       Each Statement of Work shall:

2.4.1         once approved by an authorised representative of each party, form a separate binding contract between the parties;

2.4.2         be deemed to incorporate the terms and conditions of the main body of the Transaction Agreements; and

2.4.3      any reference to the terms of a Statement of Work shall be deemed to include the terms and conditions set out in the main body of the Transaction Agreements.

2.5       To the extent there is an inconsistency or conflict between terms in the main body of the Transaction Agreements, the following order of precedence shall apply:

2.5.1      the Statement of Work and the Service Specific Terms (if any); and

2.5.2        the terms set out in the main body of this MSA.

3             PROVISION OF SERVICES

3.1       Problems Solved shall, in consideration for the Customer’s agreement to pay Problems Solved the Charges, with effect from the Commencement Date provide the Services to the Customer in accordance with terms of the Statement of Work.

3.2       Problems Solved shall:

3.2.1      use all reasonable endeavours to perform the Services in accordance with the timetable set out in the Statement of Work or as otherwise agreed with Customer;

3.2.2      use personnel who are suitably skilled to perform the tasks assigned to them, and in sufficient number to ensure that Problems Solved fulfils its obligations under any Statement of Work;

3.2.3      comply with all Applicable Laws to the performance of its obligations under the terms of any Statement of Work;

3.2.4      obtain and maintain all consents, regulatory licences and permissions it may require which are necessary to enable it to comply with its obligations in any Statement of Work; and

3.2.5      unless otherwise specified in a Statement of Work and subject to clause 3.2, provide such equipment and materials necessary for the provision of the Services (if any such items are stored at the Location the Customer shall be liable for their safety and storage).

3.3       All decisions in connection with the implementation of any advice or recommendations made by Problems Solved in providing the Services shall be the responsibility of, and made only by, Customer.

3.4       Problems Solved shall act in accordance with all reasonable instructions given to it by the Customer provided such instructions are compatible with the specification of Services of this MSA.

3.5       Problems Solved shall be responsible for ensuring that it complies with all Applicable Laws relevant to the provision of the Services.

3.6       Problems Solved may, in relation to certain specified matters related to the Services, act on the Customer’s behalf.  Such matters shall not be set out in this MSA but shall be agreed between the parties as they arise from time to time.

3.7       Problems Solved shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Customer, subject to the Customer’s acceptance of any related reasonable changes to the Charges that may be due as a result of such changes.

4             CUSTOMER OBLIGATIONS

4.1       The Customer shall:

4.1.1         provide Problems Solved with such cooperation and information as reasonably requested by Problems Solved to assist Problems Solved in providing the Services in accordance with the Statement of Work;

4.1.2         perform the tasks and obligations of the Customer described in the Statement of Work;

4.1.3         comply with all Applicable Laws applicable to it when using the Services;

4.1.4        comply with any Service Specific Terms relating to the use of the Services set out in any Statement of Work.

4.2         During the term of any Statement of Work, the Customer shall:

4.2.1         allow Problems Solved access to the Locations required and make available to Problems Solved any facilities, information and services (including workspace, telecommunication facilities, and utilities at the Locations) which are reasonably required by Problems Solved to enable it to provide the Service.

4.2.2      ensure that Problems Solved, its employees, consultants, agents and subcontractors can, whilst at the Location, comply, at the Customer’s sole expense, with the Customer’s reasonable security, access and health and safety procedures applicable to the Location and that provisions and prior preparation are carried out, with requirements being notified to Problems Solved in writing at least one Business Day prior to the commencement of the Services.

4.3       If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the Customer’s responsibility and at the Customer’s sole expense, to obtain the same in advance of the provision of the Services (or the relevant part thereof).

5             CHARGES AND PAYMENT

5.1       The Customer shall pay the Charges in accordance with the terms of the Statement of Work.  

5.2       Charges detailed in the Statement of Work may be varied by mutual agreement.

5.3       Subject to clause 5.3, the Customer shall pay the Charges to Problems Solved according to the payment terms specified in the Statement of Work (the “Due Date”). It is commonly agreed, unless otherwise stated in the Statement of Work, that the Charges must be paid within (fourteen) 14 days from the date the invoice is received by the Customer.

5.4       If any part of the Charges is subject to a good faith dispute between the Customer and Problems Solved, the following provisions shall apply:

5.4.1      the Customer shall pay to Problems Solved, by the Due Date, all amounts not disputed in good faith by the Customer and all Sales Tax due on any undisputed amounts;

5.4.2      the Customer shall notify Problems Solved within seven (7) Business Days after the date of its receipt of the relevant invoice of any disputed items and describe in reasonable detail the Customer’s reasons for disputing each item; and

5.4.3      the parties shall seek to reach settlement on the items that are the subject of the dispute in accordance with clause 26.20. Without prejudice to its other rights and remedies, Problems Solved will charge, and Customer shall pay without protest and delay, a surcharge of 3% of the invoice value on any invoice not paid by its due date.  A further 3% will be added each month thereafter that the invoice remains unpaid.   

5.5       Problems Solved shall include on or with each invoice provided to the Customer under the Statement of Work such details as Problems Solved considers reasonably necessary or appropriate for the Customer to verify the accuracy of the invoice.

5.6       All sums payable by the Customer to Problems Solved under a Statement of Work shall be paid in full, free of all deductions and withholdings of any kind, except where any deduction or withholding is required by Applicable Law. If any payment by the Customer is subject to a withholding or deduction required by Applicable Law, Problems Solved shall be entitled to receive from the Customer such additional amount as ensures that the net sum received by Problems Solved is the same as it would have received if that payment had not been subject to that withholding or deduction. 

6             RECORDS

6.1       Each party shall keep, or procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable pursuant to this MSA to be accurately calculated.

7             SALES TAX

7.1       If any Sales Tax is properly chargeable in respect of any supply made by Problems Solved under a Statement of Work and Problems Solved is required to account for the Sales Tax, the amount payable for that supply shall be increased by the amount of Sales Tax for which Problems Solved is required to account, subject to Problems Solved having delivered to the Customer a proper Sales Tax invoice in respect of that Sales Tax.

7.2       Without limiting clause 5.1, each amount stated as payable by Customer under a Statement of Work is exclusive of Sales Tax (if any) and is to be construed as a reference to that amount plus any Sales Tax in respect of it.

 8             REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

8.1       Each party represents and warrants to the other party that:

8.1.1      it has the power to execute and deliver each of the Transaction Agreements and to perform its obligations under them and has taken all action necessary to authorise execution and delivery and the performance of its obligations; and

8.1.2      the Transaction Agreements constitute legal, valid and binding obligations of that party in accordance with their terms.

8.2       Problems Solved does not guarantee against loss of, alteration of, or improper access to, the Customer content.

8.3       Problems Solved warrants to the Customer that:

8.3.1      the Deliverables will comply in all material respects with any specifications for those Deliverables set out in the relevant Statement of Work; and

8.3.2      the Customer’s use of the Services or the Deliverables (other than any Customer Materials embedded or incorporated into the Deliverables) will not infringe any Intellectual Property Rights of any third party. If Problems Solved receives written notice from the Customer of any breach by Problems Solved of the warranty contained in clause 8.3, the Customer’s sole remedy shall be to require Problems Solved to, and Problems Solved shall, at its cost and expense, use its reasonable endeavours to remedy that breach as soon as is reasonably practicable after receiving that notice, failing which the Customer shall be entitled to pursue any rights or remedies which are available to it.

8.3.3      Save as expressly provided in the Transaction Agreements, no representation or warranty, express or implied, statutory or otherwise (including, without limitation, as to condition, quality, satisfactory quality, performance, or fitness for purpose) is given by either party in respect of any Services and any such representations and warranties are excluded save to the extent that such exclusion is prohibited by Applicable Law.

9             NON-SOLICITATION OF EMPLOYEES

9.1       For the term of each the Statement of Work and for the period of 12 months after the termination of such Statement of Work, the Customer (and its Affiliates) shall not, without the prior written consent of Problems Solved, directly induce or attempt to induce from the employment of Problems Solved, any person employed in the provision or administration of the Service by Problems Solved.

9.2       Clause 9.1 will not apply to restrict the Customer from employing (or offering to employ) any employee of Problems Solved, who has responded to general recruitment advertising.

 10          CONFIDENTIALITY AND ANNOUNCEMENTS

10.1    Each party (the “Recipient”) undertakes to the other party (the “Disclosing Party”) to treat as confidential all Confidential Information of the Disclosing party.

10.2    The Recipient may only use the Confidential Information of the Disclosing Party for the purposes of and in accordance with the Transaction Agreements. The Recipient may:

10.2.1   where Problems Solved is the Recipient, provide its subcontractors with access to the Customer’s Confidential information without the Customer’s prior written consent, on a “need to know” basis to enable those subcontractors to provide the Services or perform Problems Solved’s other obligations under a Statement of Work; and

10.2.2   in all other cases, with the Disclosing Party’s prior written consent (not to be unreasonably withheld or delayed), provide its Permitted Users with access to the Confidential Information of the Disclosing Party on a strict “need-to-know” basis only.

10.3    The Recipient shall ensure that each of its Permitted Users is bound to hold all Confidential Information of the Disclosing Party in confidence to the standard required under this MSA. Notwithstanding anything else in this clause 10, the Customer represents, warrants covenants and undertakes not to disclose the Confidential Information of Problems Solved to a direct competitor of Problems Solved (and no competitor of Problems Solved shall be considered a Permitted User of the Customer for the purposes of this clause 10).

10.4    This clause 10 shall not apply to any Confidential Information which:

10.4.1   is in or subsequently enters the public domain other than as a result of a breach of this clause 10;

10.4.2   has been or is subsequently received by the Recipient from a third party that is under no confidentiality obligation in respect of that information; or

10.4.3   has been or is subsequently independently developed by the Recipient, without use of the Disclosing Party’s Confidential Information.

10.5    Each Permitted User may disclose the Disclosing Party’s Confidential Information where that Permitted User (or where the Permitted User is an individual, his or her employer) is required to do so by Applicable Law or by any competent regulatory authority. In these circumstances the Recipient shall give the Disclosing Party prompt advance notice of the disclosure (where lawful and practical to do so) so that the Disclosing Party has sufficient opportunity (where possible) to prevent or control the manner of disclosure by appropriate legal means.

10.6    Notwithstanding anything else in this MSA, the Customer acknowledges and agrees that Problems Solved may:

10.6.1    make announcements or issue communications concerning its relationship with the Customer (including the entering into of the Transaction Agreements);

10.6.2    include the Customer on any customer list published by Problems Solved from time to time; and

10.6.3    include the Customer’s name as a reference customer in any requests for proposals or requests for information to which Problems Solved responds.

10.7    This clause 10 shall remain in full force and effect notwithstanding any termination of this MSA or the Statement of Work

11          DATA PROTECTION

11.1    The terms data processor, data controller, personal data and process (and its derivatives) shall, where used in this clause, have the meanings given to them under the Data Protection Legislation. The parties acknowledge and agree that, for the purposes of the Transaction Agreements the Customer is the data controller and Problems Solved is a data processor in relation to the personal data processed in the performance of a party’s obligations under the Transaction Agreements.

11.2    Each party shall, at all times, comply with its respective obligations under all applicable Data Protection Legislation in relation to all personal data that is processed by it in the course of performing its obligations under the MSA or the Statement of Work, including (if relevant) by maintaining a valid and up to date notification under the General Data Protection Legislation (GDPR for UK and Europe) and relevant jurisdictional legislation for the region Problems Solved are working in. In particular personally identifiable data provided for test will assumed to be anonymised. Any access to live personally identifiable data will be used in accordance with the client’s privacy policy.

12          CHANGES TO STATEMENTS OF WORK

12.1    Either party may request a change to a Statement of Work by submitting a written request to the other party (the “Change Request”).

12.2    If a written request is submitted to Problems Solved by the Customer, Problems Solved shall review that request and respond as soon as reasonably practicable after receiving the Change Request but not later than fifteen (15) Business Days, setting out whether the Change Request may be implemented and the effect the Change Request will have on Problems Solved’s performance under the Statement of Work, including any variation on the Charges.

12.3    If a Change Request is accepted, the parties shall amend the Statement of Work to reflect the Change Request including any variation to the Charges which shall be agreed and payable by the Customer without protest or delay.

13          INTELLECTUAL PROPERTY RIGHTS

13.1    Subject to any Service Specific Terms to the contrary, as between the parties, all rights, title and interests, including all Intellectual Property Rights, in and to any Problems Solved Materials or Deliverables or other materials created in the course of providing the Services (other than any Customer Materials incorporated into Deliverables) and any enhancements or modifications to those materials are vested in, or shall unconditionally and immediately on their creation vest in, and shall remain vested in Problems Solved or (as relevant) its subcontractors.

13.2    Subject to any licence provisions to the contrary in a Statement of Work, Problems Solved grants the Customer, at no extra charge, the non-exclusive right to use Problems Solved Materials (other than the Software Materials which shall be licensed in accordance with clause 13.3) solely to enable the Customer to use the Services or Deliverables for the Customer’s own internal business purposes.

13.3    Any Software Materials provided to the Customer as part of the Services shall be governed by the terms of any licence set out in the Statement of Work.

13.4    The Customer shall not remove, obscure, or deface any proprietary legend relating to Poblems Solved’s or its subcontractors ownership of Intellectual Property Rights, on or from any tangible embodiment of any Problems Solved Materials provided to the Customer in accordance with a Statement of Work or any Deliverables or other work product created by Problems Solved under a Statement of Work, without Problems Solved’s prior written consent.

13.5    Problems Solved acknowledges that Customer Materials are vested, and shall remain vested, in the Customer.

13.6    The Customer grants to Problems Solved a royalty-free, non-exclusive licence (including a right to sub-licence) to use, reproduce, modify, adapt and develop Intellectual Property Rights in any Customer Materials supplied for the purpose of performing its obligations under this MSA.

13.7    This clause 13 shall remain in full force and effect notwithstanding any termination of this MSA or the Statement of Work.

14          FORCE MAJEURE

14.1    Neither party shall be liable to the other under this MSA for any loss or damage which may be suffered by the other party due to such party’s failure, hindrance or delay in performing any of its obligations hereunder caused by a Force Majeure Event and any cause beyond the first party's reasonable control.

14.2    If any event described in Clause 14.1 lasts for more than twenty (20) Business Days from the date of its commencement and such event prevents the parties from performing their obligations in whole or in part during that period, Problems Solved shall be entitled (but not obliged) to terminate this MSA and any associated Statement of Work forthwith without any penalty by giving written notice to the Customer.

15    RELIEF EVENTS

15.1    Problems Solved shall not be in breach of this MSA or otherwise liable to the extent Problems Solved’s failure to perform, or its delay in performing, an obligation under a Statement of Work and/or a Service Specific Terms is:

15.1.1    as a result of the Customer’s failure to perform, or delay in performing, its obligations under the Statement of Work and/or a Service Specific Terms (other than its obligation to pay any sums due under this MSA);

15.1.2    as a result of a breach of any of the dependencies set out in the Statement of Work and/or a Service Specific Terms;

15.1.3    as a result of the suspension of the provision of the Services to the Customer in accordance with the Statement of Work and/or a Service Specific Terms;

15.1.4    caused by any interfaces between the Customer and  Problems Solved’s systems; or

15.1.5    any other events specified as Relief Events in a Statement of Work and/or a Service Specific Terms, (individually and together each of which are a “Relief Event”).

15.2    The Relief Events are subject to Problems Solved:

15.2.1    providing the Customer with reasonable notice of the Relief Event following becoming aware of such Relief Event; and

15.2.2    using its reasonable endeavours to perform or procure the performance of the Services notwithstanding the Relief Event.

15.3    To the extent that Problems Solved incurs additional costs in performing the Services as a result of any Relief Event (including any internal costs), Problems Solved may invoice the Customer for those costs on a time and materials basis, provided it is accompanied by reasonable evidence of the costs incurred and the Customer shall settle those costs promptly without protest or delay.

16    LIABILITY

16.1    Subject to the express warranties set out in this MSA, all other warranties, conditions, obligations and terms which would otherwise be implied into this MSA by statute, custom or Applicable Law (including, without limitation, implied warranties with respect to merchantability, fitness for purpose and satisfactory quality), are hereby excluded to the maximum extent permitted by Applicable Law.

16.2    Neither party excludes or limits their liability under this MSA:

16.2.1    for death or personal injury caused by its (or its employees’, agents’ or contractors’) negligence;

16.2.2    in respect of any matters where liability cannot be limited or excluded under Applicable Law;

16.2.3    for fraudulent misrepresentation;

16.2.4    to indemnify the other party pursuant to this MSA

16.3    Without prejudice to clause 16.2 above, each party’s entire liability for damage to the tangible property of the other party, caused by its gross negligence (or the gross negligence of its employees’, agents’ and contractors) or wilful misconduct, shall be limited to the total Charges paid under that Statement of Work during the 12 months immediately preceding the date of the relevant event giving rise to the claim, damage or cause of action.

16.4    Without prejudice to clause 16.2 above, neither party shall be liable to the other party for any

·         loss of profits

·         loss of business opportunity

·         loss of revenue or contracts

·         loss of anticipated savings

·         wasted expenditure

·         depletion of goodwill

·         loss of use

·         fines, penalties or any liability for non-compliance with any applicable regulatory requirements

·         loss and/or corruption of data or information (unless otherwise specifically provided for in clause 16.5 below)

·         any special, indirect or consequential loss, cost, damage, Charge or expense.

16.5    Nothing in this clause 16 shall operate to exclude or limit either party’s obligations to make payments in accordance with the terms of a Statement of Work, including the Customer’s obligation to pay the Charges or any costs arising as a result of a Relief Event.

16.6    Any liability of either party to the other party which is not (i) unlimited under clause 16.2 above, (ii) capped under clause, clause 16.3 or clause 16.5 above and (iii) excluded under clause 16.4 above, shall not in any event exceed a sum equal to six (6) months Charges payable that are directly related to Service stated within the specific Statement of Work or the MSA in the twelve (12) months preceding the claim.

16.7    Subject to clause 16.4, neither party may bring an action against the other under or in connection with this MSA (whether for gross negligence, breach of contract, misrepresentation or otherwise) more than 12 months after that party becomes aware of the cause of action, claim, or event giving rise to the cause of action or claim.

16.8    The Customer shall have no claim against Problems Solved in respect of any defective Service provided by Problems Solved hereunder provided that Problems Solved shall rectify such Service within a reasonable time of being given written notice to do so, regardless of whether such liability arises from a breach of the MSA, in tort or otherwise.

16.9    The Customer acknowledges and agrees that the Charges reflect the level of liability undertaken by Problems Solved and that the exclusions and limitations contained in this clause 16 are reasonable given the Charges that are payable.

16.10 Each party shall take all reasonable steps to mitigate its losses sustained as a result of the other party’s breach of this MSA.

16.11 Where either party consists of more than one person or company then their liability shall be joint and several.

16.12 No failure or delay in exercising any rights hereunder on the part of Problems Solved shall operate as a waiver of such rights.

16.13 This clause 16 shall remain in full force and effect notwithstanding any termination of the Statement of Work. 

17          INTELLECTUAL PROPERTY INDEMNITY

17.1    Subject to the provisions of this clause 17, Problems Solved shall indemnify the Customer on written demand in respect of all Indemnified Losses incurred by or awarded against the Customer in connection with any claim or action against the Customer by any third party that the use of the Deliverables infringes the Intellectual Property Rights of that third party (the “Problems Solved IPR Claim”) within the time specified in that demand and shall take all steps necessary to defend the Problems Solved IPR Claim.

17.2    The Customer agrees that:

17.2.1    it shall notify Problems Solved in writing immediately on becoming aware of any Problems Solved IPR Claim;

17.2.2   Problems Solved shall (subject to clause 17.3) upon notification in accordance with clause 17.2.1, assume exclusive conduct of the Problems Solved IPR Claim (which shall include the exclusive right to conduct any proceedings or action, negotiate the settlement of the Problems Solved IPR Claim and conduct all discussions and dispute resolution efforts in connection with the Problems Solved IPR Claim);

17.2.3   the Customer shall not admit any liability or agree to any settlement or compromise of the Problems Solved IPR Claim without the prior written consent of Problems Solved, which shall not be unreasonably withheld or delayed;

17.2.4   the Customer shall, at Problems Solved’s request, cost and expense, give Problems Solved all reasonable assistance in connection with the conduct of the Problems Solved IPR Claim including access to personnel and provision of documents; and

17.2.5   until Problems Solved assumes exclusive conduct of the Problems Solved IPR Claim, the Customer shall take all proper action to deal with the Problems Solved IPR Claim so as to minimise the extent of any amount payable under that claim.

17.3    If any Problems Solved IPR Claim is made, or in the Problems Solved’s reasonable opinion is likely to be made, against the Customer, Problems Solved shall promptly and at its cost and expense either:

17.3.1    obtain for the Customer the right to continue using the Deliverables in the manner permitted under the Statement of Work; or

17.3.2   modify or replace the infringing part of the Deliverable so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in the Statement of Work in relation to that Deliverable.

17.4    The indemnity in this clause 17 shall not apply to any Problems Solved IPR Claim which arises as a result of:

17.4.1    any changes to the Deliverables made by the Customer or any third party without the prior written consent of Problems Solved;

17.4.2    Problems Solved developing the Deliverables in accordance with the specifications or requirements provided by the Customer;

17.4.3    the incorporation of any Customer Materials into the Deliverables;

17.4.4    as a result of use of the Deliverables in a manner which does not comply with the specifications for those Deliverables or the restrictions of use of the Deliverables set out in the Statement of Work; or

17.4.5    use of the Deliverables in combination with any other software, equipment or third party deliverables which have not been supplied or approved by Problems solved in writing for use with the Deliverable; or

17.4.6    to the extent that any Indemnified Losses are the result of the Customer failing to comply with its obligations under clause 17.2.

17.5    The Customer shall be under a duty to mitigate the Indemnified Losses which it suffers or incurs.

18          TERMINATION

18.1    This MSA shall commence on the Effective Date and shall continue until it is terminated in accordance with this MSA or it is terminated by one party for convenience giving not less than (sixty) 60 days notice in writing to the other party that it wishes to terminate.

18.2    On termination of the MSA, no further Statements of Work may be executed under this MSA. However, any existing Statements of Work shall continue to be in force until such Statements of Work expire or are terminated in accordance with their terms, and the terms of this MSA shall continue to apply to each Statement of Work as long as it continues in force.

18.3    Any termination of this MSA or a Statement of Work shall not affect any accrued rights or liabilities of either party.

18.4    Each party shall have the right on immediate written notice to the other party to terminate this MSA or the Statement of Work at any time in the event that the other party:

18.4.1    has committed a material breach of this MSA or the Statement of Work and fails to remedy such breach within thirty (30) days of notice from the other party requiring the breach to be remedied. The aforementioned thirty (30) day remedy period shall only apply where a breach is capable of remedy; if it is not capable of remedy, this MSA or the Statement of Work may be terminable by immediate written notice; or

18.4.2    becomes Insolvent, enters administration, becomes subject of a winding up order, is appointed a receiver or manager by competent jurisdiction or creditor, becomes bankrupt, ceases trading or is subject to a change of control.

18.5    Problems Solved shall have the right to terminate:

18.5.1    any Service or Transaction Agreements immediately upon written notice if instructed to do so by a court of law, regulator or other appropriate authority;

18.5.2    due to the Customer’s failure to pay undisputed Charges by the Due Date subject to the failure of the Customer to remedy such payment within thirty (30) days of notice from Problems Solved requiring the undisputed payment to be remedied;

18.5.3    if Problems Solved is unable to install or continue to provide the Services;

18.5.4    if Problems Solved reasonably believes the Customer has provided false or misleading information; and/or

18.5.5    a Force Majeure Event as per the provisions of clause 15.

18.6    With respect solely to the proprietary software of Problems Solved, the relevant SOW will specify any Early Termination Charges due from the Customer if the Customer terminates for convenience any Services before the expiry of the initial term.

18.7    Termination of a Service and/or this MSA shall be without prejudice to the accrued rights and liabilities of either party subsisting under this MSA, or any relevant Statement of Work prior to termination.

18.8    Cancellation of the direct debit does not constitute notice of cancellation of the MSA.

 19          EFFECTS OF TERMINATION

19.1    Upon termination of the Service and/or any of the Transaction Agreements (individually or together) for any reason and subject always to the provisions of the Exit Plan, where applicable:

19.1.1    the Customer shall, upon the termination of this MSA within fifteen (15) Business Days return at their expense, to Problems Solved any Problems Solved Materials or pay Problems Solved for the Problems Solved Materials at its then-current new purchase price if not so returned;

19.1.2   if a subscription service is duly terminated, is not renewed, or if an agreement with Problems Solved expires at a certain date, the Customer’s right to use the Services will terminate as well. All saved data will continue to be available for chargeable download or backup for another thirty (30) days after this date;

19.1.3   each party shall (except to the extent referred to in clause 10) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other party any documents in its possession or control which contain or record any Confidential Information;

19.1.4   subject as provided in this clause 19 and except in respect of any accrued rights neither party shall be under any further obligation to the other; and.

19.2    Termination shall not affect or prejudice any right to damages or other remedy which the terminating party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any party may have in respect of any breach of this MSA which existed at or before the date of termination.

19.3    Any provisions forming part of this MSA which are agreed by the parties to survive termination or which by their nature are clearly intended by the parties to survive termination, shall survive and continue in full force and effect.

19.4    All payments payable to Problems Solved under the Statement of Work shall become due immediately on termination of the MSA, despite any other provision. This condition is without prejudice to any right to claim for interest under the Applicable Law, or any such right under this MSA.

20          EXIT PLAN

20.1    The Customer accepts that an Exit Plan may not necessarily be viable depending on the circumstances surrounding termination of the Services.  The relevant SOW will confirm whether an exit plan is applicable, in which circumstances the parties shall comply with their respective obligations under any applicable Exit Plan; and

20.2    Nothing in any applicable Exit Plan shall require Problems Solved to continue to provide the Services to the Customer following termination of this MSA by Problems Solved.

 21          MODIFICATION

21.1    Problems Solved may vary the terms of this MSA or Statement of Work at any time by providing thirty (30) Business Days’ notice. If any variation is likely to cause material detriment to the Customer and/or the Services provided, Problems Solved will endeavour to provide commercially acceptable alternative working solutions to replace any Services that may be discontinued by an underlying supplier. Problems Solved will generally only do this for good reason, for example, to reflect changing legal regulatory.

 22          NOTICES

22.1    A party may serve a notice under this MSA on the other parties in the following ways and such document shall be deemed to have been duly served as follows:

22.1.1     if it is sent by post (to the latest address notified by a party to the other parties in writing), on the fifth business day following posting; or

22.1.2   if sent by electronic means, such as electronic mail, immediately following a confirmatory receipt of transmission; or

22.1.3   if it is delivered by hand at the registered address of the other parties or at such other address as is notified by the other parties in writing, service shall be deemed immediate. All notices and other documents and communications shall be sent to the respective address listed at the beginning of this MSA or such other address as communicated to all parties in writing.

22.2    This clause 22 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

 23          BRIBERY

23.1    The parties shall:

23.1.1    comply with all Applicable Laws relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010;

23.1.2   have and shall maintain in place throughout the term of this MSA its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the relevant requirements and will enforce them where appropriate; and

23.1.3   promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by the other party in connection with the performance of this MSA.

23.2    Breach of clause 23.1 shall be deemed a material breach of this MSA which is not capable of remedy.

23.3    Either party shall provide such supporting evidence of compliance as the other party may reasonably request.

23.4    Each party shall ensure that any person associated with the party (including any subcontractor) who is performing services in connection with this MSA does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on each party in this clause 23. Each party shall be responsible for the observance and performance by such persons of this clause 23 and shall be directly liable to the other party for any breach of by such person of any of this clause 23.

24          MODERN SLAVERY ACT

24.1    The parties shall:

24.1.1    comply with all Applicable Laws relating to anti-slavery and human trafficking, including but not limited to UK Modern Slavery Act 2015;

24.1.2   have and shall maintain in place throughout the term of this MSA its own procedures, including adequate procedures under the Modern Slavery Act 2015, to ensure compliance with the relevant requirements and will enforce them where appropriate; and

24.1.3   promptly report to the other party any suspected or investigated contravention to anti-slavery and human trafficking under the Modern Slavery Act within the other party’s organisation.

 25          ASSIGNMENT AND SUBCONTRACTING

25.1    Subject to clause 25.2, neither party may assign, sub-license, transfer or otherwise dispose of any of its rights nor delegate or subcontract, transfer or otherwise dispose of any of its obligations under the Transaction Agreements without the prior written consent of any other party, which shall not be unreasonably withheld or delayed.

25.2    Notwithstanding clause 25.1, nothing in this MSA or a Statement of Work shall prevent or restrict Problems Solved from assigning any of its rights or from delegating or subcontracting any of its obligations under this MSA or a Statement of Work to:

25.2.1    any subcontractor that Problems Solved has engaged in relation to the provision of Services;

25.2.2   any separate legal entity or subsidiary of Problems Solved that Problems Solved establishes from time to time as a result of a restructuring; or

25.2.3   to any person acquiring the whole or any part of Problems Solved’s business or assets.

26          GENERAL

26.1    Costs. The parties will each be responsible for and bear their respective expenses and costs in relation to professional, internal, administrative or any other fees incurred at any time in connection with pursuing or consummating this MSA, and any additional agreements or documentation and in relation to the matters covered by this MSA.

26.2    Variation. No oral side agreements have been made to this MSA. Amendments, variations and/or supplements to this MSA will only be effective only if it is made in writing, in advance, and duly executed by the parties.

26.3    Binding Agreement: This MSA binds the parties, their employees, partners, associates, group or related companies, partnerships or other entities transferees, and assignees or designates.

26.4    Successors. This MSA shall be binding on and shall inure to the benefit of each party to this MSA as well as each party’s estates, heirs, executors, representatives, administrators, successors, and assigns, where applicable or relevant.

26.5    Entire Agreement. Each Statement of Work, incorporating the applicable terms of the Transaction Agreements, constitutes a separate agreement between the parties to such Statement of Work relating to the transactions contemplated by the Statement of Work and supersede all previous agreements between the parties relating to those transactions. Except as required by Applicable Law, no terms shall be implied (by custom, usage or otherwise) into this MSA or any Statement of Work.

26.6    Waiver. No waiver by any party of any breach or non-fulfilment by the other party/ies of any provision of this MSA shall be deemed to be a waiver of any subsequent or other breach of that or any other provision and no failure to exercise or delay in exercising any right or remedy under this MSA shall constitute a waiver of any such right or remedy. No single or partial exercise of any right or remedy under this MSA shall preclude or restrict the further exercise of any such right or remedy. The rights and remedies of each party provided in this MSA are cumulative and not exclusive of any rights and remedies provided by the Applicable Law.

26.7    No Set-off: All amounts due under this MSA shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Applicable Law).

26.8    Rights and Remedies: The rights and remedies provided under this MSA are in addition to, and not exclusive of, any rights or remedies provided by Applicable Law.

26.9    Communication. Each communication between the parties in relation to this MSA shall be (i) in English, and (ii) made in writing (email is accepted).

26.10 Exclusivity. The parties shall not enter into negotiations with any other party/ies in respect of the matters set out in this MSA.

26.11 Deemed Modification or Deletion. If any provision or part-provision of this MSA is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 26.11 shall not affect the validity and enforceability of the rest of this MSA.

26.12 Third party Rights. Nothing in this MSA shall be deemed to confer any right to enforce any term of this MSA on anyone not a party to this MSA under the Contracts (Rights of Third parties) Act 1999. This MSA shall not be construed in any respect to be a contract or agreement in whole or in part for the benefit of or binding upon anyone not a party to this MSA.

26.13 Counterparts. This MSA may be executed in any number of counterparts each of which when executed by one or more of the parties shall constitute an original but all of which shall constitute one and the same instrument.

26.14 Signatures. All faxed and / or e-mailed signatures shall be considered as original signatures for the purpose of binding the parties.

26.15 No Partnership. Nothing herein shall be construed to create a partnership, trust obligation, agency, liability or other general relationship between the parties extending beyond the limited scope of this MSA unless otherwise agreed by the parties.

26.16 Execution and Effect. Each party shall take all reasonable steps to execute all documents and perform all such acts and things reasonably necessary, at the cost and expense of the requesting party to give effect to the transactions contemplated under this MSA and to give to such party the full benefit of this MSA.

26.17 Reliance. Each party acknowledges that in entering into this MSA it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this MSA.

26.18 Supplemental. This MSA shall be considered as supplemental to and not in any circumstances as subject to the Statement of Work. In the event of any conflict arising between this MSA and the Statement of Work or in the event that a conflict arises in the interpretation of any provision of the Statement of Work, the terms of this MSA shall prevail and shall be considered as conclusive evidence of the intention of the parties and the interpretation resulting from this MSA shall be considered as final and binding on the parties.

26.19 Survival clauses. All terms and provisions of this MSA, which by their nature are intended to extend beyond the expiration or termination of this MSA, shall remain in full force and effect until fulfilled and/or performed.

26.20 Resolution. Subject at all times to clause 22, if a dispute arises amongst the parties in connection with the interpretation, implementation or operation of this MSA or its subject matter or the validity of any document furnished by the parties under this MSA which cannot be resolved amicably by the parties, the parties and their legal representatives will promptly meet to consider whether there is possibly a resolution by mediation or conciliation.

27          GOVERNING LAW AND JURISDICTION

27.1    This MSA and any non-contractual obligations, disputes or claims arising out of or in connection with it shall be governed by English law. 

27.2    The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this MSA (including any non-contractual obligations).

The Statement of Work (SOW) is issued pursuant to the Master Services Agreement between The Customer (“Engaging Party”) and Problem Solved (“Performing Party”), effective from the agreed date, (the “Agreement”). This statement of work is subject to the terms and conditions contained in the Agreement between the parties and is made a part thereof. Any term not otherwise defined herein shall have the meaning specified in the Agreement. In the event of any conflict or inconsistency between the terms of this SOW and the terms of this Agreement, the terms of this SOW shall govern and prevail.

The Statement of work (hereinafter called the “SOW”), effective from the date of signature is entered into by and between Problem Solved and The Customer and is subject to the terms and conditions specified below. The Exhibit(s) to this SOW, if any, shall be deemed to be a part hereof. In the event of any inconsistencies between the terms of the body of this SOW and the terms of the Exhibit(s) hereto, the terms of the body of this SOW shall prevail.

1.   Project Background and Objectives

The Background and Objectives are defined and agreed in the individual SOWs

2.   Period of Performance

The Services shall commence from the date of signature of this agreement and shall continue until the first of the following occurs:

·         All deliverables have been delivered and signed off – along with any approved change requests.

·         Either party terminates the agreement

Note that, if the SOW is terminated ahead of completion, work done to the point of termination will still be charged unless covered by valid reasons stipulated in the MSA.

3.   Scope of Work and Deliverables

The scope and deliverables are defined and agreed in the individual SOWs.

4.   Problems Solved Approach

The approach to the work to be done is defined and agreed in the individual SOWs.

5.   Roles

The roles for both parties are defined and agreed in the individual SOWs.

6.   The Customer Responsibilities

The Customer will ensure appropriate access to information resources required to complete the work requested, and will provide resources who are suitably qualified, experienced, able and available to support the timely completion of works in support of The Customer stated objectives and milestones.

Other roles and responsibilities are defined and agreed in the individual SOWs.

7.   Completion Criteria

Problem Solved shall have fulfilled its obligations when any one of the following first occurs:

·         Problem Solved completes all the deliverables agreed with The Customer to an acceptable standard.  No response from The Customer within 5 working days of deliverables being delivered by Problem Solved is deemed acceptance.

·         Problem Solved and/or The Customer has the right to cancel services or deliverables not yet started with 10 business days advance written notice to the other party.

8.   General Assumptions

The following general assumptions have been made in the development of Problems Solved’s proposal and associated fee estimates. All fees and expenses set forth in this SOW are, therefore, contingent upon the accuracy of these assumptions, and are subject to change if any such assumptions turn out to be incorrect.

With this in mind, the following assumptions should be carefully reviewed by The Customer to verify accuracy:

§  The Customer IT will provide sufficient effort and resource to ensure that Problems Solved can complete agreed work.

§  Problems Solved will not be responsible for delays in delivery due to unavailability of data or resources from The Customer IT.

§  The Problems Solved project team will have access to required The Customer staff during this engagement.

·         The Customer will provide a Project Manager to serve as a principal point of contact for the project.

§  The Customer will respond to Problems Solved requests for information, input and approvals in a timely fashion as spelled out in the work plan.

·         Any additional requirements beyond those listed in the “Scope Of Work” section will require review to determine impact to cost and schedule, before the additional/changed work is planned.

·         All deliverables must be reviewed and approved by The Customer within 5 working days of delivery.

·         Project scope is limited by the agreed Statement of Work.

·         The Customer will provide adequate space and Internet access needed for on-site work by Problem Solved staff should this be required, with the prior agreement of The Customer.

·         All content will be in English and transactions in British Pounds.

9.   Dependencies

·         All necessary resources must be available on The Customer IT side.

·         Access to The Customer data and associated software tools must be provided, or facilitated, when required.

·         Further specific dependencies are defined and agreed in the individual SOWs.

10.         Issue Management

As this SOW is for provision of “time and materials”, with regular progression review, it is not envisaged that any invoicing problems will arise. 

If there are any issues with the promised outputs being delivered during the promised timescale, the Problems Solved and The Customer Project Managers will mutually agree how to reflect this in subsequent billable work (taking account of any unexpected issues arising).

If any issues cannot be resolved by the Problems Solved and The Customer Project Managers, they should be raised with Problems Solved Management for resolution.

11.         Change Control/Scope Management

The detailed scope and plan of work to be carried out under this SOW will be agreed between The Customer and Problems Solved Project Managers. Where additional work is agreed beyond the scope stated above this must be logged in the change log and approved by The Customer commercial owner.

The Customer Project Manager has full responsibility and authority to agree the plan.

12.         Reporting

Reporting requirements are defined and agreed in the individual SOWs. However if the amount of work involved in the SOW is small, it is not envisaged that any formal progress reporting will be required above normal day-to-day liaison and discussion of progress.

Should the effort required differ significantly from that expected, this will be advised as part of this “informal” reporting process.

13.         Inspection Period

No inspection period except that referenced in section 7 of this SOW (Completion Criteria) is applicable to this SOW unless specifically agreed.

14.         Expenses

The Customer will be invoiced all costs associated with out-of-pocket expenses (including, without limitation, costs and expenses associated with meals, lodging, local transportation and any other applicable business expenses) listed on the invoice as a separate line item.

Reimbursement for out-of-pocket expenses in connection with performance of this SOW, when authorised, shall be in accordance with The Customer’s then-current published policies governing travel and associated business expenses, such information shall be provided by the The Customer Project Manager.

15.         Costs & Payment terms

The fees associated with this SOW are as follows:

·         Problems Solved consultants to be charged at the agreed rate.

·         Problems Solved technical resources to be charged at the agreed rate.

Pre-approved out-of-pocket expenses will be charged at cost.

Billing of fees will be monthly in arrears where work is ongoing or on completion of the agreed work.  Payment terms for invoices will be 14 days from invoice date.

A late fee of 3% of the invoice amount will be charged for each initiated month of delay in payment.

Statement of Work Agreement

Upon signing the SOW document, The Customer and Problems Solved Limited agree to the terms of the Project Statement of Work as “Services” performed under and subject to the signed Master Services Agreement between The Customer and Problems Solved Limited.

The Customer agrees to compensate Problems Solved as set forth in the SOW for all work performed herein as required in accordance with the provision of this SOW and the Master Services Agreement.