Master Terms

1. Structure of the Agreement

1.1 Agreement documents

The agreement between Sysgraft and the Client consists of:

• the Quote or Order Acceptance;
• the Approved Specification;
• these Master Terms, including the Discovery Terms, Build Phase Terms, Subscription Terms, Data Processing Agreement and Service Level Schedule; and
• any Special Terms expressly identified in the Quote or Order Acceptance.

1.2 Order of precedence

If the documents conflict, the following order of precedence applies:

1. Special Terms expressly stated to override these Master Terms;
2. the Quote or Order Acceptance, but only for commercial particulars;
3. the Approved Specification, but only for scope, assumptions, exclusions, dependencies and acceptance criteria;
4. Schedule 1 for data-protection matters;
5. Schedule 2 for service-level matters;
6. these Master Terms.

Website content, sales materials, demonstrations, emails and informal discussions do not form part of the Agreement unless expressly incorporated into the Quote or Order Acceptance.

1.3 Stage-specific application

The sections of these Master Terms apply only when the relevant service is ordered:

• Sections 1 to 8 and 19 to 31 apply throughout.
• Section 9 applies to a Systems Insight Report.
• Sections 10 to 12 apply to Discovery.
• Sections 13 to 17 apply to the Build Phase and Acceptance.
• Section 18 applies from Go-Live.
• Schedule 1 applies where Sysgraft processes personal data on the Client's behalf.
• Schedule 2 applies from Go-Live.

1.4 Business customers only

Sysgraft contracts only with organisations acting in the course of business. The Client confirms that it is not entering the Agreement as a consumer.

2. Definitions

In the Agreement:

Acceptance Period means the 10 Business Day period described in clause 16. Approved Specification means the written specification approved by both parties, including the agreed initial scope, assumptions, exclusions, dependencies, interfaces and Acceptance Criteria. Acceptance Criteria means the objective criteria stated in the Approved Specification against which the Graft will be assessed. Background IP means software, code, connectors, templates, libraries, frameworks, prompts, methods, tools, designs, architecture, database structures, know-how and other materials created independently of the Client engagement or capable of general reuse. Build Phase means the locked 90-calendar-day collaborative period described in clause 13. Build Phase Start Date means the date stated in the Quote or Order Acceptance. Business Day means a day other than Saturday, Sunday or a public holiday in England and Wales. Business Hours means 09:00 to 17:30 UK time on a Business Day. Change Request means a request to add, remove or materially alter the Approved Specification. Client means the legal entity named in the Quote or Order Acceptance. Client Data means data supplied by or on behalf of the Client, or collected or processed through the Graft for the Client. Client Materials means documents, branding, content, instructions and other materials supplied by the Client. Continuity Event means a planned permanent cessation of the Graft service by Sysgraft. Deemed Go-Live means Go-Live occurring under clause 15.2 or 16 after the objective notice and readiness conditions stated in those clauses have been satisfied. Defect means a reproducible material failure of the Graft to meet an Acceptance Criterion, excluding a matter caused by Client Data, Client systems, third-party systems, misuse, a Change Request or an assumption identified in the Approved Specification. Discovery means the paid process and technical investigation described in clause 10. Discovery Deliverables means the outputs identified in the Discovery Quote, normally including a defined initial solution, feasibility conclusions, assumptions, exclusions and the proposed Specification. Dispute Period means the 15 Business Day remediation period described in clause 17. Graft means the bespoke translation, integration, workflow, reporting or operational layer built, hosted and maintained by Sysgraft for the Client. Go-Live means the date on which the Graft is accepted, deemed accepted or first used in production, as described in clauses 16 and 17. Initial Subscription Term means the fixed 36-month period beginning at Go-Live. Material Change means a Change Request that changes scope, functionality, interfaces, data flows, Acceptance Criteria, delivery effort, risk or cost. Permitted Entities means the Client and any additional legal entities expressly listed in the Quote or Order Acceptance. Renewal Subscription means the rolling monthly subscription following the Initial Subscription Term. Services means any Systems Insight Report, Discovery, Build Phase, Subscription, support, hosting or other service ordered from Sysgraft. Subscription means the licensed access, hosting, maintenance and support service beginning at Go-Live. Sysgraft Materials means the Graft, source code, Background IP, technical documentation, architecture, prompts, workflows, deployment materials, schemas, connectors and all other materials owned or developed by Sysgraft, excluding Client Data and Client Materials.

3. Contract Formation

3.1 Quotes

A Quote is an invitation to the Client to place an order and does not oblige Sysgraft to commence work.

3.2 Acceptance

A binding order is formed only when:

1. the Client accepts the Quote or signs the Order Acceptance;
2. the applicable version of these Master Terms has been provided or made available to the Client;
3. Sysgraft confirms acceptance of the order in writing; and
4. any payment required before commencement has been received.

3.3 Separate commitments

Ordering Discovery does not commit either party to the Build Phase or Subscription.

The Build Phase does not begin until:

1. Discovery is complete;
2. the Approved Specification has been agreed;
3. the Build and Subscription Quote or Order Acceptance has been signed;
4. any required data-protection information has been completed;
5. all sums then due have been paid; and
6. Sysgraft confirms the Build Phase Start Date.

3.4 Purchase orders

Any terms contained in a Client purchase order or procurement document are excluded unless Sysgraft expressly agrees to them in writing as Special Terms.

3.5 Authority

Each person accepting an order confirms that they have authority to bind the organisation named.

4. Sysgraft's General Obligations

Sysgraft will:

1. perform the Services with reasonable skill and care;
2. provide appropriately skilled personnel;
3. communicate material risks and dependencies that become apparent;
4. comply with applicable law in performing the Services;
5. protect Client confidential information in accordance with clause 23; and
6. act in good faith in applying the Build, Acceptance and Dispute procedures.

Sysgraft does not guarantee that every proposed integration will be technically or commercially possible, that third-party systems will remain available or unchanged, that the Graft will be entirely error-free, that Go-Live will occur within a particular period unless expressly guaranteed in Special Terms, or that the Graft will achieve a particular financial or operational outcome.

5. Client's General Obligations

The Client will:

1. provide accurate, complete and timely information;
2. appoint an authorised representative able to make decisions;
3. provide reasonable access to systems, personnel, documentation, data and vendors;
4. obtain all licences, permissions and consents required for integration;
5. ensure that Client Materials and Client Data may lawfully be provided and processed;
6. maintain its source systems, licences, security and backups;
7. respond to reasonable requests within the times stated in the Approved Specification or, if none, within 5 Business Days;
8. test the Graft and provide evidence-based feedback;
9. use the Graft only as permitted by the Agreement; and
10. pay all sums when due.

The Client remains responsible for its business decisions, regulatory compliance, source-system accuracy, internal controls and use of outputs from the Graft.

6. Third-Party Systems and Dependencies

6.1 Client responsibility

The Client is responsible for ensuring that its ERP, CRM, finance, HR, e-commerce and other systems permit the required access and integration.

6.2 Third-party changes

Sysgraft is not responsible for failure, delay or additional cost caused by withdrawal or change of an API, vendor licence restrictions, rate limits, vendor security changes, undocumented interfaces, third-party outages, changes to data structures, loss of Client credentials or permissions, increased third-party charges, or a third party refusing cooperation.

6.3 Response to a blocker

Where a third-party dependency prevents work from proceeding, Sysgraft may pause the affected work, propose a reasonable alternative method, revise the affected scope or Acceptance Criteria, issue a Change Request, extend the Build Phase by the period of the delay, or terminate the affected part of the order where no reasonable alternative exists.

If the affected part is fundamental to the Graft and no commercially reasonable alternative exists, either party may terminate the Build and Subscription order before Go-Live. Discovery fees and approved third-party or Change Request costs remain payable.

7. Charges and Payment

7.1 Charges

Charges are stated in the relevant Quote or Order Acceptance and exclude VAT.

7.2 Payment

Unless the Quote states otherwise:

• Discovery fees are payable in advance;
• Change Requests and authorised third-party costs are invoiced as agreed;
• Subscription fees are payable monthly in advance from Go-Live; and
• invoices are due within 14 days.

7.3 No set-off

The Client must pay invoices without set-off, counterclaim or deduction, except where required by law.

7.4 Disputed invoices

The Client must notify Sysgraft of a genuine invoice dispute within 7 days of the invoice date, stating the reasons and paying any undisputed amount on time.

7.5 Late payment

For overdue commercial debts, Sysgraft may claim statutory interest, fixed compensation and reasonable recovery costs under applicable late-payment legislation.

7.6 Suspension

If an undisputed sum remains unpaid for more than 21 days after its due date, Sysgraft may suspend non-hosting work after written notice.

Sysgraft may suspend a live Graft where an undisputed Subscription invoice remains unpaid 28 days after its due date, provided Sysgraft gives at least 7 further days' written notice.

Suspension does not relieve the Client from payment obligations.

8. Changes

8.1 Change Requests

Either party may propose a Change Request.

8.2 Assessment

Sysgraft will assess a straightforward Change Request normally within 5 Business Days. Complex requests may require a paid investigation before Sysgraft can provide a reliable estimate.

8.3 Approval

No Change Request is binding until the parties agree in writing the revised scope, price, timing, Acceptance Criteria, Build Phase effect and any other material consequence.

8.4 Free extras

Sysgraft may provide additional work or functionality without charge at its discretion. This does not amend the Approved Specification unless expressly agreed, create a course of dealing, establish an obligation to provide similar work later, or imply that future additions will be free.

Part 1 — Preliminary Services

9. Systems Insight Report

A Systems Insight Report is an indicative, preliminary report based on information supplied by the Client. It is not a technical audit, Approved Specification, confirmation that an integration is possible, professional advice or a commitment to proceed.

The Client must verify material conclusions before acting. Sysgraft is not responsible for inaccuracies resulting from incomplete or inaccurate Client information.

The Report fee is non-refundable once work has commenced.

10. Discovery

Discovery is a paid analysis and technical-validation exercise intended to understand the Client's processes and intended outcomes, review relevant systems, data and workflows, conduct technical checks reasonably practicable within the agreed scope, identify dependencies, assumptions and exclusions, define a proposed Graft, prepare the proposed Specification and determine the proposed Subscription fee.

Discovery is limited to the sessions, systems, stakeholders and outputs stated in the Discovery Quote.

Sysgraft will test relevant APIs, credentials, sample data and workflows where reasonably practicable and suitable access is provided. Any feasibility conclusion is based on information and access available at the time, is subject to stated assumptions and qualifications, is not a guarantee that third-party systems will remain available or unchanged, and may be revised if new constraints emerge.

The Client must ensure that relevant business and technical stakeholders attend and provide timely access, information and decisions.

Work outside the agreed Discovery scope may be quoted separately.

11. Discovery Fees and Deliverables

Discovery fees are non-refundable because the Client receives valuable analysis, validation and specification work that it may use internally or take to another provider, subject to Sysgraft's intellectual-property rights.

The Client owns its Client Data and Client Materials. Sysgraft owns the Discovery methodology, templates, technical methods, Background IP and reusable materials.

The Client may use the Discovery Deliverables for its own internal business purposes, including evaluating or procuring an alternative solution, but may not sell or commercialise them, represent Sysgraft Materials as its own, use Sysgraft confidential information to create a competing product, or disclose Sysgraft technical know-how beyond advisers and suppliers who need it for the Client's project and are bound by confidentiality.

Either party may decide not to proceed after Discovery without further liability, except for fees and costs already due and obligations intended to survive.

12. Approved Specification

The Approved Specification should identify intended outcomes, included systems and integrations, read, write-back and automation functions, data flows, users and Permitted Entities, interfaces and reports, assumptions and dependencies, express inclusions and exclusions, security and hosting assumptions, Acceptance Criteria, Build Phase dates, anticipated Go-Live date, usage assumptions and the monthly Subscription fee.

It should also identify the intended cutover and Go-Live controls, including where relevant:

• production-access responsibilities;
• data migration or synchronisation activities;
• source-system backup confirmation;
• authorised write-back functions;
• user provisioning;
• rollback or recovery arrangements;
• business-owner approval;
• production dependencies; and
• any initial hypercare or enhanced support period.

Any pricing discussed before or during Discovery is indicative only unless expressly stated otherwise in writing. The binding Subscription price is the price stated in the Build and Subscription Quote or Order Acceptance issued after Discovery by reference to the proposed Approved Specification.

Unless otherwise stated, a proposed Specification and associated price remain open for acceptance for 30 days. Sysgraft may revalidate or reprice the proposal if acceptance occurs later, the scope is materially larger or more complex than initially indicated, underlying facts change, third-party costs change, the Client's requirements change, or information supplied during Discovery proves materially inaccurate. The Client may accept or decline the revised scope and price before entering the Build Phase.

The Client confirms that it has reviewed the Approved Specification and has had the opportunity to ask questions before signing the Build and Subscription order.

Part 2 — Build Phase

13. Locked 90-Day Build Phase

The Build Phase begins on the Build Phase Start Date and continues for 90 calendar days unless extended in writing.

During the Build Phase, both parties are committed to the project and must use reasonable endeavours to collaborate and make the Graft ready for Acceptance. Neither party may terminate for convenience during the Build Phase except under clause 15 or another express termination right.

Sysgraft will use reasonable skill and care and reasonable endeavours to build the Graft substantially in accordance with the Approved Specification, allocate reasonable engineering capacity, identify required Client actions, provide at least monthly written progress updates, notify material risks or delays, and prepare the Graft for Acceptance testing where reasonably possible within the Build Phase.

The Client will provide system access, credentials, licences, test environments and representative data, provide knowledgeable personnel, respond within agreed times, make timely decisions and approvals, participate in demonstrations and testing, maintain a safe and lawful technical environment, and avoid uncontrolled scope changes.

The Build Phase is an obligation to collaborate and perform with reasonable skill and care. It is not an unconditional guarantee that every integration will be achieved or that Go-Live will occur within 90 days.

14. Build Delays

Sysgraft may maintain a dependency and delay record identifying actions, owners and effects on the programme.

Where progress is delayed by the Client or a third party for whom the Client is responsible, relevant deadlines are extended, the Acceptance or Dispute Period may be paused, Sysgraft is not in breach to that extent, and Sysgraft may issue a Change Request where additional work or reserved capacity is required.

Although user numbers are not restricted, the fixed price assumes the usage levels recorded in the Approved Specification. Sysgraft may propose a price or scope adjustment during the Initial Subscription Term if the Client materially exceeds agreed assumptions concerning Permitted Entities, connected systems, data volume, storage, transaction volume, processing frequency, API calls, support demand or infrastructure consumption. No increase takes effect during the Initial Subscription Term unless agreed in writing.

15. Day-90 Outcomes

If Go-Live has not occurred by the end of the Build Phase:

15.1 Extension

The parties may agree a written extension, including revised actions, dates and any costs.

15.2 Client-caused delay and Deemed Go-Live

Where progress or Acceptance is prevented by the Client's failure to provide access, data, testing, decisions, approvals or cooperation, Sysgraft may issue a written readiness notice that:

• identifies the outstanding Client action and the relevant contractual or Specification requirement;
• explains the effect of the delay;
• identifies the work completed by Sysgraft and any work that remains blocked;
• states why the Graft otherwise materially satisfies the Acceptance Criteria, except for matters prevented by the Client or its suppliers; and
• gives the Client 10 Business Days to complete the action or raise a valid Defect under clause 16.

If the Client does neither within that period, Sysgraft may issue a final Deemed Go-Live notice specifying the Deemed Go-Live date, provided that:

• Sysgraft has completed all material work within its control;
• any outstanding matter is caused by the Client or a third party for whom the Client is responsible;
• the outstanding matter does not materially prevent use of the completed elements of the Graft; and
• Sysgraft acts reasonably and provides supporting evidence on request.

Deemed Go-Live takes effect on the date stated in the final notice. If those conditions are not met and Go-Live is not reasonably possible, Sysgraft may terminate the Build and Subscription order or propose an extension or Material Change.

15.3 Sysgraft-caused non-completion

Where material non-completion is solely caused by Sysgraft's failure to perform with reasonable skill and care, Sysgraft may not rely on a general right to walk away without first providing a reasonable recovery plan and offering a reasonable extension where completion remains practicable.

If the Client reasonably rejects the recovery plan or the extended period expires without the Graft being ready for Acceptance, the Client may terminate before Subscription commencement.

15.4 Third-party or no-fault failure

Where completion is prevented by an unresolved third-party dependency or circumstances not materially caused by either party, either party may terminate before Subscription commencement.

15.5 Consequences

If the Build and Subscription order terminates before Go-Live, no Subscription begins, no early termination payment applies, Discovery fees remain non-refundable, approved Change Request and third-party costs remain payable, the Client receives its Client Data in a reasonably usable format, Sysgraft retains all code, Graft materials and intellectual property, and confidentiality, data-protection, payment, IP and liability provisions survive.

Part 3 — Acceptance and Go-Live

16. Acceptance Period

Sysgraft will notify the Client when the Graft is ready for Acceptance testing.

The Client has 10 Business Days from that notice to test the Graft against the Acceptance Criteria.

An adverse comment is valid only if it is provided in writing within the Acceptance Period, identifies the specific Acceptance Criterion not met, describes the issue in sufficient detail for reproduction, includes reasonable supporting evidence, concerns a material failure, and is not caused by Client Data, Client systems, a third party, misuse or a new requirement.

Sysgraft will assess each adverse comment reasonably and classify it as a Defect, Material Change, Client or third-party issue, or immaterial.

A comment classified as a Material Change will be handled under clause 8 and does not prevent Acceptance of the originally agreed scope unless the parties agree otherwise.

Minor defects, cosmetic issues and matters that do not materially prevent use of the Graft do not prevent Acceptance. Sysgraft will record and address them within a reasonable period.

The Graft is deemed accepted and Go-Live occurs on the earliest of:

• written acceptance by the Client;
• expiry of the Acceptance Period without valid adverse comment;
• the Client first using the Graft for production purposes;
• successful resolution under clause 17; or
• a Deemed Go-Live date validly established under clause 15.2.

Sysgraft may not rely solely on a subjective assertion that the Client has unreasonably withheld Acceptance; the objective notice and readiness conditions in clause 15.2 must be satisfied where Client delay is relied upon.

17. Dispute Period

A valid Defect raised during the Acceptance Period triggers a 15 Business Day Dispute Period.

Sysgraft will use reasonable endeavours to reproduce the Defect, rectify it or provide a materially equivalent workaround, and resubmit the affected function for testing.

The Dispute Period is paused for delay caused by the Client, a Client vendor, a third-party system, unavailable access or data, or an agreed Material Change.

Go-Live occurs when the Client confirms that the Defect is resolved, the remedy or workaround materially satisfies the relevant Acceptance Criterion, or the Client fails to retest or respond within 5 Business Days after resubmission.

If a material Defect attributable to Sysgraft remains unresolved at the end of the Dispute Period, no materially equivalent workaround is available, and the issue prevents the Graft from substantially meeting the Approved Specification, the Client may terminate before Subscription commencement.

Where Sysgraft is actively remedying the issue and reasonably expects to complete shortly, the parties will consider a reasonable extension before termination.

If the parties disagree as to whether an issue is a Defect, Material Change, Client or third-party issue, immaterial matter, or whether an Acceptance Criterion has been met, either party may invoke the technical escalation procedure in clause 31. The Acceptance Period and Dispute Period are paused during any agreed or appointed expert determination.

Part 4 — Subscription

18. Initial Subscription Term

The Subscription begins at Go-Live and continues for a fixed 36-month Initial Subscription Term.

The monthly Subscription fee is fixed for the Initial Subscription Term, except for agreed Material Changes, agreed material excess usage adjustments, or taxes or charges imposed by law.

The parties acknowledge that a substantial proportion of the Initial Subscription fees is consideration for recovery of Sysgraft's investment in the Build Phase, reserved engineering and support capacity, Client-specific onboarding and integration effort, maintenance commitments undertaken for the Initial Subscription Term, and the limited ability to redeploy a bespoke Graft to another customer. The Subscription fee is therefore not solely a charge for hosting and support.

Unless the Order states otherwise, the Subscription includes licensed access to the Graft, hosting, routine maintenance, security patching, bug fixes, standard support and compatibility work reasonably required to keep the agreed Graft operating.

It does not include new features, new integrations, material workflow changes, additional Permitted Entities, major data migration, consultancy or work outside the Approved Specification.

Subject to payment and compliance with the Agreement, Sysgraft grants the Client a non-exclusive, non-transferable and non-sublicensable licence during the Subscription to use the Graft solely for the internal business purposes of the Permitted Entities and in direct connection with the Client's business.

There is no numerical user limit, but access may be given only to employees, officers and contractors acting for the Permitted Entities.

The Client must not resell or commercialise the Graft, provide bureau, managed or outsourced services to third parties using the Graft, copy, reverse engineer or attempt to extract source code except to the extent prohibited by law, remove ownership notices, allow use by an unrelated business, or use the Graft to develop a competing product.

18.1 Early termination by Client

The Client may terminate during the Initial Subscription Term by giving 30 days' written notice and paying an Early Termination Payment.

The Early Termination Payment is calculated by multiplying the monthly Subscription fee by the number of whole and part months remaining in the Initial Subscription Term and applying the percentage for the month in which termination takes effect:

Termination takes effect during	Percentage applied to remaining Subscription fees
Months 1 to 12	70%
Months 13 to 24	55%
Months 25 to 36	35%

The applicable percentage is determined once, by reference to the month of the Initial Subscription Term in which termination takes effect, and is then applied to all remaining whole and part months.

VAT is payable where applicable. The payment is due on or before the termination date.

The parties acknowledge that a substantial proportion of the Initial Subscription fees represents recovery of Sysgraft's Build Phase investment, Client-specific engineering and integration work, reserved engineering and support capacity, onboarding costs, maintenance commitments and other costs incurred or commitments made in reliance on the full Initial Subscription Term. The declining percentages are intended to reflect the progressive recovery of that investment over the term. The Early Termination Payment protects Sysgraft's legitimate commercial interest in recovering a reasonable proportion of those costs and commitments and is not intended to operate as a penalty.

No Early Termination Payment is due where the Client terminates for Sysgraft's uncured material breach.

18.2 Breach

Either party may terminate for a material breach not remedied within 14 days after written notice.

If Sysgraft terminates during the Initial Subscription Term because of the Client's material breach or non-payment, the early termination payment remains due, without prejudice to sums already accrued.

19. Renewal Subscription

At least 90 days before the end of the Initial Subscription Term, Sysgraft will notify the Client of the end date, automatic monthly renewal, the price applying from the first Renewal Subscription month and the Client's right to terminate.

After the Initial Subscription Term, the Subscription continues as a rolling monthly Renewal Subscription.

During the Renewal Subscription, the Client may terminate on 30 days' written notice. Sysgraft may terminate during the Renewal Subscription on 90 days' written notice.

Sysgraft may review Renewal Subscription pricing when the Initial Subscription Term ends and at each annual anniversary thereafter.

Sysgraft will give at least 60 days' written notice of a price change. If the Client does not accept the revised price, it may terminate before the change takes effect by giving at least 30 days' notice. Continued use after the effective date constitutes acceptance of the revised price.

Part 5 — Intellectual Property, Data and Continuity

20. Intellectual Property

The Client owns Client Data and Client Materials.

Sysgraft owns the Graft and source code, Background IP, Sysgraft Materials, all improvements, modifications and derivative works, general skills, concepts, methods and know-how developed during the engagement, and all intellectual-property rights in those materials. No ownership transfers to the Client.

The Client acknowledges that the Graft may incorporate components, connectors, architecture, methods, workflows and functionality used in, adapted from or later reused for other client engagements. Sysgraft may reuse generic components, methods, knowledge and non-Client-specific learning, provided it does not disclose Client Data, Client Materials or Client confidential information. No exclusivity is granted unless expressly stated in Special Terms.

The Client grants Sysgraft a royalty-free right to use general feedback and suggestions without identifying the Client or disclosing confidential information.

Third-party and open-source components remain subject to their applicable licence terms.

21. Client Data and Exit

The Client may request a reasonable export of its Client Data during the Subscription.

On termination, Sysgraft will provide one standard export of Client Data in a reasonably usable commonly available format.

Sysgraft will provide reasonable basic information about connected systems and data flows sufficient to assist orderly migration. Additional extraction, transformation, consultancy, third-party liaison or migration support is chargeable at Sysgraft's then-current rates.

Unless law requires otherwise, Sysgraft may delete remaining Client Data 30 days after completing the standard export or termination, whichever is later.

Exit rights do not include source code, deployment materials, Sysgraft technical documentation, architecture, prompts, schemas, connectors or any right to self-host the Graft.

22. Continuity

The Client acknowledges that the Graft is intended to operate as a translation, integration and workflow layer over existing Client systems, and those source systems should remain independently usable without the Graft.

The Client must maintain appropriate access to its source systems, independent source-system backups, business-continuity arrangements and procedures for operating without the Graft.

If Sysgraft plans permanently to discontinue the Graft service, it will give as much notice as reasonably practicable and will aim to give at least 90 days' notice.

During that period, subject to continued payment and availability of relevant infrastructure and personnel, Sysgraft will use reasonable endeavours to continue the existing service, provide the Client Data export, provide available user-facing documentation and assist an orderly transition.

The standard Subscription does not include source-code escrow, a continuity licence, self-hosting rights or a guarantee of continued service following immediate insolvency, infrastructure loss or an event outside Sysgraft's reasonable control.

Part 6 — Confidentiality, Security and Use

23. Confidentiality

Each party will keep the other's confidential information secure, use it only for the Agreement, disclose it only to personnel, advisers and suppliers who need it and are bound by confidentiality, and return or delete it when no longer required, subject to legal retention.

This obligation does not apply to information that is lawfully public, was lawfully known without restriction, is independently developed or must be disclosed by law.

Sysgraft's source code, technical architecture, pricing methodology, methods and security information are confidential.

24. Security

Sysgraft will implement reasonable technical and organisational measures appropriate to the risk and as further described in Schedule 1.

The Client is responsible for user access management, secure credentials, endpoint security, lawful system access, prompt removal of former users and notifying Sysgraft of suspected compromise.

Sysgraft may suspend access where reasonably necessary to prevent material legal, security or operational harm.

25. Acceptable Use

The Client must not use the Graft unlawfully, to infringe rights, to transmit malware, to circumvent security, to process data without a lawful basis, to cause unreasonable load, for high-risk safety-critical control unless expressly agreed, or for any purpose prohibited in the Quote or Approved Specification.

The Client is responsible for its users and their activities.

26. Decision Support and Automated Actions

The Graft is a decision-support and process-integration tool.

Unless expressly agreed, source systems remain the authoritative record, the Client must verify material outputs before acting, Sysgraft does not provide legal, tax, accounting, employment, regulatory or other professional advice, output quality depends on Client Data and connected systems, and automated write-back or transactions must be expressly identified in the Approved Specification.

The Client remains responsible for approvals, internal controls and consequences of business decisions.

Part 7 — Warranties and Liability

27. Warranties

Sysgraft warrants that it will perform the Services with reasonable skill and care.

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

The Client warrants that it has authority to enter the Agreement, has the rights and permissions required for Client Data, Client Materials and connected systems, its instructions are lawful, and it will not use the Graft in breach of the Agreement.

28. Liability

Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited.

Subject to the higher-risk cap below, Sysgraft's total aggregate liability arising from an order is limited to the Discovery fees paid or payable under that order.

Sysgraft's total aggregate liability arising from breach of confidentiality, breach of its data-protection obligations, or infringement of third-party intellectual-property rights by the Graft as supplied by Sysgraft is limited to £100,000 in aggregate.

Subject to liabilities that cannot be limited, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or punitive or exemplary damages.

Sysgraft is not liable for loss caused by inaccurate, incomplete or unlawful Client Data, failure of Client systems, third-party systems or vendors, Client misuse, unauthorised access caused by Client credentials or devices, Client failure to maintain backups or continuity arrangements, a Material Change not approved, or reliance on outputs contrary to clause 26.

Liability for loss or corruption of Client Data is limited to the reasonable cost of restoring the most recent available backup maintained by Sysgraft, subject to the applicable cap.

Sysgraft has no liability for an IP claim caused by Client Materials or instructions, modification by anyone other than Sysgraft, combination with unapproved systems, continued use after a replacement or modification is offered, or third-party or open-source materials used under their applicable licences.

Where a valid IP claim arises, Sysgraft may obtain the right to continue use, modify or replace the affected component, or terminate the affected functionality and provide an appropriate pro-rata credit.

The Client will indemnify Sysgraft against third-party claims, losses and reasonable costs arising from unlawful Client Data or Client Materials, lack of required system or software permissions, Client instructions that infringe rights or breach law, unlawful or prohibited use of the Graft, or use by a person outside the Permitted Entities.

Part 8 — Termination and General Terms

29. Termination

Either party may terminate immediately by written notice if the other commits a material breach not remedied within 14 days after notice, enters liquidation other than a solvent restructuring, has an administrator or receiver appointed and service continuation is not confirmed, or ceases or threatens to cease business.

Either party may terminate an affected service if a force majeure event continues for more than 60 consecutive days.

Termination rights specific to Discovery, Build, Acceptance, Initial Subscription and Renewal Subscription are set out in the relevant sections.

30. Consequences of Termination

On termination, the Client's licence and access end subject to any agreed transition period, all outstanding sums become due, any applicable early termination payment becomes due, Sysgraft will provide the exit arrangements in clause 21, each party will return or delete confidential information where appropriate, and clauses intended by their nature to survive will continue, including payment, IP, confidentiality, data protection, liability and governing law.

31. General

Neither party is liable for delay or failure caused by an event beyond its reasonable control, excluding payment obligations.

The Client may not assign or transfer the Agreement without Sysgraft's written consent. Sysgraft may assign the Agreement to a successor in connection with a sale, merger or reorganisation, provided the Client's rights are not materially reduced.

Sysgraft may use suitably qualified personnel, subcontractors and service providers and remains responsible for performance of its contractual obligations.

The Client acknowledges that it has not relied on any statement not expressly included in the Agreement. Nothing excludes liability for fraud.

A variation is effective only if agreed in writing by authorised representatives.

Delay or failure to exercise a right is not a waiver.

If a provision is invalid or unenforceable, the remaining provisions continue. The parties will replace the affected provision with a lawful provision of similar commercial effect.

No third party may enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

Electronic signatures and electronic acceptance are valid.

Notices must be sent to the contractual contact stated in the Order Acceptance. A notice sent by email is received on the next Business Day, provided no delivery failure is received. Termination, renewal and price notices should also be copied to the Client's finance contact where one is stated.

Before commencing court proceedings, the parties will attempt in good faith to resolve the dispute through the named project representatives and then escalation to a director or senior decision-maker.

Where a dispute is primarily technical, including classification of an Acceptance issue or whether an Acceptance Criterion has been met, either party may refer it to independent expert determination. The parties will try to agree the expert within 5 Business Days. If they cannot agree, either party may request the President for the time being of BCS, The Chartered Institute for IT, or that person's nominee, to appoint a suitably qualified independent expert.

The expert will act as an expert and not as an arbitrator, determine only the technical issues referred, give each party a reasonable opportunity to make written submissions, and provide a written determination. The determination is binding except in the case of manifest error or fraud. The expert may allocate their fees having regard to the outcome and conduct of the parties; otherwise the fees are shared equally.

This procedure does not prevent urgent injunctive relief, debt recovery or either party pursuing legal issues that fall outside the expert's technical remit.

The Agreement is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

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Schedule 2

Service Level Schedule

1. Application

This Schedule applies from Go-Live while the Subscription remains active. It does not apply during Discovery, Build, Acceptance testing or a Dispute Period.

2. Support Hours

Standard support is available during Business Hours through the contact route notified at Go-Live.

3. Severity and Response Targets

Priority	Description	Target initial response	Target workaround or resolution
P1 Critical	Graft unavailable or core production function materially incorrect with no reasonable workaround	1 Support Hour	4 Support Hours where reasonably practicable
P2 High	Major function unavailable or materially degraded	4 Support Hours	2 Business Days where reasonably practicable
P3 Medium	Non-critical impairment with workaround available	1 Business Day	5 Business Days where reasonably practicable
P4 Low	Cosmetic issue, minor defect or general query	2 Business Days	Next reasonable maintenance release

Resolution targets are objectives, not guaranteed deadlines, particularly where a third party or Client action is required.

Enhancements and new features are Change Requests, not support incidents.

4. Availability

Sysgraft will use reasonable endeavours to make the Graft available for 99.5% of each calendar month. Availability is measured at the Sysgraft-controlled service boundary and excludes Planned Maintenance, emergency maintenance, Client systems, networks or credentials, third-party systems and APIs, Client misuse, suspension, force majeure, beta, trial or complimentary functions, and agreed downtime.

5. Planned Maintenance

Where reasonably practicable, Sysgraft will give at least 5 Business Days' notice and carry out Planned Maintenance outside Business Hours.

Emergency maintenance may be performed without full notice where reasonably necessary.

6. Service Credits

Where availability falls below 99.5% in a calendar month for reasons within Sysgraft's control, the Client may request a credit equal to 5% of that month's Subscription fee for each full 1% below the target, capped at 30% of that month's Subscription fee.

Credits must be requested within 30 days, apply against future invoices, are not cash refunds, are unavailable while fees are overdue, and are the Client's sole monetary remedy for failure to meet the availability target. Persistent material service failure may still amount to a material breach.

7. Escalation and Cooperation

Unresolved P1 incidents may be escalated to Sysgraft's engineering lead after 2 Support Hours without a substantive update.

Service targets depend on the Client providing sufficient incident information, access and logs, representative examples, timely responses and reasonable cooperation. Targets pause while Sysgraft awaits required Client or third-party action.

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SYSGRAFT · MASTER TERMS · VERSION 2.0