Date: ________________________

BETWEEN:

(1) In Demand Associates Limited, a company incorporated in England and Wales (Company Number 07101940) whose registered office is at 101 New Cavendish Street, London, W1W 6XH ("Service Provider"); and

(2) Solutions Training & Advisory Ltd, a company incorporated in England and Wales (Company Number: ________________) whose registered office is at ________________ ("Client").

Together referred to as "the Parties".

WHEREAS:

(A) The Service Provider is a specialist provider of various different Business Support services.

(B) The Client and the Service Provider have agreed to enter into this Agreement on the following terms.

IT IS AGREED as follows:

1. INTERPRETATION

1.1. In this Agreement the following definitions will apply (unless the context otherwise requires):

• "Business Day" means a day on which banks are open for normal business in London, hours between 09.00 to 17.00 GMT
• "Change Control Procedure" means the procedure for changing this Agreement in accordance with Schedule 2
• "Commencement Date" means the date specified in the relevant Service Schedule
• "Confidential Information" means any and all information, data and material of a technical or business nature or relating in any way to the business, products, services, customers, staff, contractors and personnel of either Party which the other Party may receive or obtain in connection with the operation of this Agreement
• "Data Protection Legislation" means the UK Data Protection Act 2018 and all applicable laws relating to the processing of personal data and privacy
• "Exit Management Plan" has the meaning set out in Clause 13.8
• "Fees" means the fees payable for the Services as set out in the relevant Service Schedule
• "Force Majeure Event" means any cause affecting the performance by a party of its obligations under this Agreement arising from acts, events, omissions or non-events beyond its reasonable control, including acts of God, riots, war, acts of terrorism, fire, flood, storm, or earthquake and any disaster
• "Initial Term" means the initial term as specified in the relevant Service Schedule
• "Intellectual Property" means patents, trademarks, service marks, trade names, copyright (including rights in computer software and in websites), rights in databases, rights in designs, know-how, and all other intellectual property of any nature existing anywhere in the world whether registered, registrable or otherwise
• "Nominated Representatives" means the Client Representative and the Service Provider's Representative
• "Services" means the services to be provided by the Service Provider as detailed in the relevant Service Schedule
• "Service Schedule" means a schedule to this Agreement detailing specific Services to be provided by the Service Provider to the Client
• "Term" means the term of this Agreement as defined in Clause 2
• "VAT" means value added tax as provided for in the Value Added Tax Act 1994 and legislation supplemental thereto or replacing, modifying or consolidating such legislation

1.2. In this Agreement:

1. Words denoting any gender shall include all genders;
2. Words denoting the singular shall include the plural, and vice versa;
3. References to persons or undertakings shall include individuals, bodies corporate (wherever incorporated), unincorporated associations, partnerships and other unincorporated bodies;
4. References to any statute or statutory provision shall be deemed to include references to any statute or statutory provision which amends, extends, consolidates or replaces the same;
5. References to Clauses and Schedules are to clauses of and schedules to this Agreement;
6. If there is any conflict or ambiguity between the Clauses of this Agreement and any Service Schedule, the conflict shall be resolved in accordance with the following order of precedence: the Clauses and then the Service Schedule;
7. References to "this Agreement" mean this Agreement as amended, varied, supplemented, modified or novated from time to time, and includes its Service Schedules;
8. The words "includes" and "including" shall be by way of illustration and not limitation;
9. Reference to the parties to this Agreement includes their respective permitted assignees and novatees.

2. TERM

2.1. This Agreement shall commence on the date of signature by both Parties and shall continue until terminated in accordance with the terms of this agreement.

2.2. Each Service Schedule shall commence on its Commencement Date and continue for its Initial Term and shall continue until terminated on 30 days written notice.

3. THE SERVICE PROVIDER'S OBLIGATIONS

3.1. The Service Provider shall provide the Services:

1. Promptly and in a professional and courteous manner;
2. In accordance with good industry practice;
3. In accordance with all applicable laws;
4. In accordance with the Service Levels (if any) specified in the relevant Service Schedule.

3.2. The Service Provider shall provide the services to the Client at the location(s) specified in the relevant Service Schedule.

3.3. The Service Provider shall provide to the Client such reports as the Client may reasonably require during the Term in relation to the Service Provider's provision of the Services.

4. SERVICE PROVISION

4.1. The Service Provider shall provide the Services during the hours specified in the relevant Service Schedule.

4.2. The Service Provider shall provide the Client with regular reports in accordance with the requirements specified in the relevant Service Schedule.

4.3. The Service Provider shall ensure that the Services are performed in accordance with good industry practice and to a professional standard suitable for the purpose.

5. STAFF AND PERSONNEL

5.1. The Service Provider shall employ or procure the employment of staff reasonably required to provide the Services ("Relevant Staff") and:

1. shall ensure that the Relevant Staff have the necessary qualifications, skills and experience to provide the Services; and
2. shall make available to the Client the Relevant Staff at such times and for such periods as the Client shall from time to time reasonably require for the Term.

5.2. The Client agrees that it shall not for the period of 12 months from termination of this Agreement directly or indirectly solicit or endeavour to entice away any employee of the Service Provider without the written consent of the Service Provider.

5.3. The Client acknowledges that the Service Provider enters into this Agreement on the basis that the provisions of this Clause 5 are fundamental to the terms of this Agreement and that the undertakings contained in Clause 5 are reasonable and necessary for the protection of the legitimate interests of the Service Provider.

6. CLIENT'S OBLIGATIONS

6.1. In order to allow the Service Provider to provide the Services in accordance with the terms of this Agreement, the Client shall provide, install and maintain for the Term:

1. All the necessary systems, software and equipment required for the Services to be undertaken;
2. Access to the servers and systems where the necessary software is installed as reasonably required to undertake the Services;

6.2. To the extent required for the provision of the Services, the Client hereby grants to the Service Provider a non-exclusive, non-transferable licence to use, as the Client sees fit, only for the purposes of providing the Services, the Client Data and any related software for the Term.

6.3. The Client agrees to check all work performed by the Service Provider and/or the Relevant Staff for accuracy and completeness. The Service Provider shall provide deliverables in a format that facilitates such verification.

6.4. The Client shall review and verify all work performed by the Service Provider and Relevant Staff.

6.5. If the Client identifies any errors, omissions or defects in the work, the Client shall notify the Service Provider promptly, providing sufficient detail to enable the Service Provider to understand and address the issues identified.

6.6. The Service Provider shall correct any errors, omissions or defects that are its responsibility at no additional cost to the Client, within a timeframe agreed between the Parties.

6.7. The Client acknowledges and confirms that final responsibility for all decisions made or actions taken by the Client based on the work provided by the Service Provider and or the Relevant Staff rests with the Client.

7. FEES AND PAYMENT

7.1. In consideration of the Service Provider's performance of its obligations under this Agreement, the Client shall pay to the Service Provider the Fees, which shall be calculated and shall be payable in accordance with the relevant Service Schedule.

7.2. The Fees are payable in pounds sterling by the Client within 7 days from the date of the invoice. The Service Provider will render an invoice for the Fees on the first business day of each month to which they relate.

7.3. Unless otherwise agreed in writing by the Client, the Service Provider shall not be entitled to charge the Client for the provision of the Services except as provided in this Clause 7 and the relevant Service Schedule.

7.4. Where the Client has not disputed an invoice in accordance with the relevant Service Schedule, the Service Provider shall be entitled to suspend the supply of the Services if any payment is overdue and the Client has been given not less than 10 business days' notice of the Service Provider's intention to suspend.

7.5. All sums payable under this Agreement are exclusive of VAT, which shall be payable in addition at the rate in force at the time the relevant supply is made.

7.6. Without prejudice to any other rights or remedies available to the Service Provider, if the Client fails to make any payment due under this Agreement by the due date, the Service Provider shall be entitled to charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue on a daily basis from the due date until the date of actual payment, whether before or after judgment.

7.7. For agreements with an Initial Term or renewal period exceeding twelve (12) months, the Fees shall be subject to annual review on or around each anniversary of the Commencement Date. The Parties shall use reasonable endeavours to agree any revised Fees, taking into account market conditions, the scope of Services and applicable costs. In the absence of agreement, the existing Fees shall remain in force until such time as agreement is reached or the Agreement is terminated in accordance with its terms.

8. CHANGE CONTROL PROCEDURE

8.1. The Parties shall comply with the requirements of Schedule 2 (Change Control Procedure) in respect of any changes to the Services or any other aspects of this Agreement.

8.2. Save as provided by the Change Control Procedure, no variation to this Agreement shall be effective unless made in writing and signed by authorised representatives of both Parties.

9. CONFIDENTIALITY AND PUBLICITY

9.1. Each Party undertakes that it shall not at any time disclose to any third party any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other Party except as permitted by Clause 9.2.

9.2. Each Party may disclose the other Party's Confidential Information:

1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's Confidential Information comply with this Clause 9; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3. Neither Party shall use the other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.

9.4. Neither Party shall make any press announcement or publicise this Agreement or its contents in any way without the prior written consent of the other Party.

10. FORCE MAJEURE

10.1. Subject to the remaining provisions of this Clause 10, neither Party to this Agreement shall be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent that such non-performance is due to a Force Majeure Event.

10.2. In the event that either Party is delayed or prevented from performing its obligations under this Agreement by a Force Majeure Event, such Party shall:

1. give notice in writing of such delay or prevention to the other Party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration;
2. use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this Agreement; and
3. resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.

10.3. A Party cannot claim relief if the Force Majeure Event is attributable to that Party's wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event.

10.4. As soon as practicable following the affected Party's notification, the Parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this Agreement.

11. DATA PROTECTION

11.1. Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 11 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Data Protection Legislation.

11.2. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Service Provider is the processor of any personal data processed in connection with the Services.

11.3. The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Service Provider for the duration and purposes of this Agreement.

11.4. Without prejudice to the generality of Clause 11.1, the Service Provider shall, in relation to any personal data processed in connection with the performance by the Service Provider of its obligations under this Agreement:

1. process that personal data only on the documented written instructions of the Client unless the Service Provider is required by UK law applicable to the Service Provider to process personal data ("Applicable Laws"). Where the Service Provider is relying on Applicable Laws as the basis for processing personal data, the Service Provider shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Service Provider from so notifying the Client;
2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
4. not transfer any personal data outside of the UK unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
   1. the Client or the Service Provider has provided appropriate safeguards in relation to the transfer as set out in the UK GDPR and the Data Protection Act 2018;
   2. the data subject has enforceable rights and effective legal remedies;
   3. the Service Provider complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
   4. the Service Provider complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
5. assist the Client, at the Client's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
6. notify the Client without undue delay on becoming aware of a personal data breach;
7. at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the Agreement unless required by Applicable Law to store the personal data; and
8. maintain complete and accurate records and information to demonstrate its compliance with this Clause 11 and allow for audits by the Client or the Client's designated auditor.

11.5. The Service Provider shall not appoint (or disclose any personal data to) any sub-processor unless required or authorised by the Client.

11.6. If the Service Provider appoints a sub-processor, the Service Provider must:

1. enter into a written contract with the sub-processor which contains terms substantially the same as those set out in this Clause 11;
2. ensure the sub-processor's contract terminates automatically on termination of this Agreement for any reason; and
3. remain fully liable for all acts or omissions of any sub-processor.

11.7. The provisions of this Clause 11 shall survive termination of the Agreement and continue to apply for as long as the Service Provider processes personal data on behalf of the Client.

12. TERMINATION

12.1. Without affecting any other right or remedy available to it, either Party may terminate this Agreement or any Service Schedule with immediate effect by giving written notice to the other Party if:

1. the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
2. the other Party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
3. the other Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
4. the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
5. the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party;
7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party;
8. a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;
9. any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 12.1.4 to Clause 12.1.8 (inclusive).

12.2. Without affecting any other right or remedy available to it, the Service Provider may terminate this Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Agreement on the due date for payment.

12.3. Without affecting any other right or remedy available to it, either party may terminate this Agreement or any Service Schedule for convenience by giving the other not less than 60 days' written notice.

13. CONSEQUENCES OF TERMINATION AND EXIT MANAGEMENT

13.1. Termination of this Agreement or any Service Schedule shall be without prejudice to any rights or remedies of either Party which may have accrued prior to such termination.

13.2. Termination of any Service Schedule by the Client shall not affect the continuation of any of the other Service Schedules, which shall continue in full force and effect.

13.3. The Service Provider shall on termination or expiry of this Agreement or any of the Services, provide to the Client reasonable assistance to facilitate any proposed or envisaged transfer of the terminated Services to the Client or to a new service provider save that if the work is material to do this the Service Provider shall be entitled to charge a reasonable fee for the same.

13.4. Following termination or expiry of this Agreement or any of the Services, if the Client so requires, the Service Provider shall continue to provide the terminated Services for such exit period as the Client may require up to a maximum of 3 months (the "Exit Period") on the same terms and conditions as set out in this Agreement.

13.5. The Services provided during the Exit Period shall be known as the "Run-Off Services".

13.6. Immediately on termination or expiry of this Agreement or on termination of any of the Services, or if either Party notifies the other that termination of this Agreement or any of the Services is, in its reasonable opinion, likely to occur, the Client shall prepare an exit management plan ("Draft Exit Management Plan") as soon as possible and not later than ten (10) days after such termination or expiry or such notice. The Client shall then submit the Draft Exit Management Plan to the Service Provider for approval. The Service Provider will either approve the Draft Exit Management Plan or provide to the Client its comments on the Draft Exit Management Plan. The Parties will then use all reasonable endeavours to agree the Exit Management Plan.

13.7. When the Exit Management Plan has been approved in accordance with Clause 13.7, the Client shall implement the Exit Management Plan in accordance with the timetable set out in such Exit Management Plan. If the Exit Management Plan has not been so approved by the time when the Client is required to take the first steps referred to in the Draft Exit Management Plan, then the Client shall, so far as practicable, implement the Draft Exit Management Plan until the Exit Management Plan has been finalised.

13.8. Notwithstanding expiry or termination of this Agreement for any reason, the following provisions in this Agreement shall continue in full force and effect: Clause 9 (Confidentiality and Publicity), Clause 11 (Data Protection), Clause 13 (Consequences of Termination and Exit Management), and any other provisions which are expressly or by implication intended to come into force or continue in force on or after termination or expiry of this Agreement shall continue in full force and effect.

14. ASSIGNMENT AND SUB-CONTRACTING

14.1. The Client shall not assign or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the Service Provider.

14.2. No sub-contract shall relieve the sub-contracting Party from any obligations or liabilities under this Agreement. The sub-contracting Party shall be fully responsible for the acts and omissions of its sub-contractors (including, in the case of the Service Provider, any sub-contracted service providers) to the same extent as the sub-contracting Party is responsible for its own acts and omissions pursuant to this Agreement.

15. STATUS OF PARTIES

15.1. Nothing in this Agreement shall be construed as establishing or implying a partnership or joint venture between the Parties or shall be deemed to constitute either Party as the agent of the other or to allow either Party to hold itself out as acting on behalf of the other.

16. ENTIRE AGREEMENT

16.1. This Agreement

1. constitutes the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement; and
2. in relation to such subject matter supersedes all prior discussions, understandings and agreements between the Parties and their agents.

17. SEVERABILITY

17.1. In the event that any term, condition, provision or clause of this Agreement shall be found to be void, invalid, illegal or unenforceable by any statute, regulation or order of any Court or competent authority having jurisdiction, the remaining terms, conditions, provisions and clauses shall remain in full force and effect.

18. WAIVER

18.1. A failure by a Party to exercise, or a delay in exercising, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies which that Party may otherwise have and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

18.2. Any waiver of a breach of any of the terms of this Agreement or of any default under this Agreement shall not be deemed a waiver of any subsequent breach or default and shall not affect the other terms of this Agreement.

19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

19.1. A person who is not party to this Agreement shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. Any right or remedy of a third party which exists or is available apart from the Act is not affected.

20. NOTICES

20.1. Any notice or other communication under or in connection with this Agreement shall be in writing in the English language and shall be delivered personally or sent by pre-paid registered or recorded delivery post (and air mail if overseas) or by email, to the Party intended to receive the notice at its registered office or such other address as a Party may specify by notice in writing to the other Party.

20.2. In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given:

1. if delivered personally, when left at the address referred to below;
2. if sent by mail, three working days after posting it; and
3. if sent by email, when clearly received in full.

20.3. Each Party's address for service is its registered office address.

21. GOVERNING LAW AND JURISDICTION

21.1. This Agreement and any disputes arising under or in any way connected with the subject matter of this Agreement (whether of a contractual or tortious nature or otherwise) shall be governed by and construed in accordance with the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the English courts.

22. DISPUTE RESOLUTION

22.1. Any dispute arising under or in connection with this Agreement shall be dealt with in accordance with this clause.

22.2. The dispute resolution process may be initiated at any time by either Party serving a notice in writing on the other Party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

22.3. The Parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

1. Within 7 days of service of the notice, the contract managers of the Parties shall meet to discuss the dispute and attempt to resolve it.
2. If the dispute has not been resolved within 14 days of the first meeting of the contract managers, then the matter shall be referred to the senior managers of the Parties. The senior managers shall meet within 7 days to discuss the dispute and attempt to resolve it.

22.4. The specific format for the resolution of the dispute under clause 22.3.1 and clause 22.3.2 shall be left to the reasonable discretion of the Parties, but may include the preparation and submission of statements of fact or of position.

22.5. If the dispute has not been resolved within 14 days of the dispute being referred to the senior managers under clause 22.3.2, then the matter may be referred to mediation.

22.6. Until the Parties have completed the steps referred to in clauses 22.3 and 22.5, and have failed to resolve the dispute, neither Party shall commence formal legal proceedings except that either Party may at any time seek urgent interim relief from the courts.

23. INTELLECTUAL PROPERTY

23.1. Any Intellectual Property created by the Service Provider in connection with the Services shall vest in the Service Provider.

23.2. The Service Provider hereby grants to the Client the non-exclusive, non-transferable right to use any Intellectual Property owned by the Service Provider in order that it can use the Services.

23.3. Nothing in this clause shall affect the ownership of any Intellectual Property which pre-dates this Agreement or any prior agreement between the Parties.

24. LIMITATION OF LIABILITY

24.1. Nothing in this Agreement shall limit or exclude either Party's liability for:

1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
2. fraud or fraudulent misrepresentation; or
3. any other liability which cannot be limited or excluded by applicable law.

24.2. Subject to clause 24.1, neither Party shall be liable to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

1. loss of profits;
2. loss of sales or business;
3. loss of agreements or contracts;
4. loss of anticipated savings;
5. loss of use or corruption of software, data or information;
6. loss of or damage to goodwill; or
7. any indirect or consequential loss.

24.3. Subject to Clause 24.1, each Party’s total aggregate liability to the other Party, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with this Agreement shall be limited to an amount equal to the total Fees paid or payable under this Agreement in the twelve (12) months immediately preceding the date on which the cause of action arose. Where a series of claims arises from the same or substantially the same event or circumstances, they shall be treated as a single claim and the liability cap shall apply to the aggregate amount of all such claims.

24.4. This clause 24 shall survive termination of this Agreement.

25. SERVICE REVIEW MEETINGS

25.1. The Nominated Representatives shall meet at the intervals specified in the relevant Service Schedule, or as otherwise reasonably requested by the Client, to review and report on and discuss the past and future performance of the Services (such meetings being referred to in this Clause 25 as the "Service Review Meetings").

25.2. The Client may request the attendance at the Service Review Meetings of specific individuals responsible for the performance of the Services and the Service Provider Representative shall use all reasonable endeavours to ensure that they attend in person or via other means, such as Video Conferencing.

25.3. The agenda for Service Review Meetings shall be as specified in the relevant Service Schedule.

25.4. The Service Provider shall prepare and circulate minutes of each Service Review Meeting to the Client within the timeframe specified in the relevant Service Schedule for the Client's approval.