E-Commerce

1. Introduction

1.1 Parties

This Master Services Agreement (the “Agreement”) is made between:

Brad Technology Private Limited (CIN U74110UP2007PTC191891), with its registered address at Unit 23086, Tower K, 14Th Avenue,Gaur City Ii, Greater Noida,, Noida, Uttar Pradesh, 201301 & Headquartered at Unit No – 1401, 14th Floor, Iconic Corenthum, Sector 62, Noida, Uttar Paresh -201309 (hereinafter “Brad Technology,” “we,” “us,” “Brad”, “Brad Group”, “Brad Tech” or “our”); and

The “Client,” being any legal entity or individual acting in the course of business (and not as a consumer) that purchases or otherwise engages Brad Technology’s services.

1.2 Business-to-Business Nature

Each party represents and warrants that this Agreement is entered into for commercial purposes related to its business or professional activities and not as a consumer. Consequently, consumer protection laws under Indian law shall have no application to this Agreement.

1.3 Effective Date and Acceptance
This Agreement shall take effect on the earlier of (a) the date the Client remits any portion of the Fees, or (b) the date the Client otherwise manifests assent, including by electronic acceptance. By making payment or providing such assent, the Client acknowledges having read, understood, and agreed to be bound by the terms of this Agreement. No additional signature shall be required for enforceability.

1.4 Purpose

Brad Technology offers services in engineering, smart automation, enterprise transformation, data and AI, technology advisory, IT staff augmentation, design, and digital commerce (including Shopify and headless), encompassing but not limited to Conversion Rate Optimisation (CRO), design, and development. This Agreement governs all such services procured by the Client from Brad Technology, whether on a monthly, quarterly, annual, project-based, or ad-hoc basis.

1.5 Entire Relationship

Except as otherwise agreed in writing, this Agreement, together with all referenced or attached schedules (including, without limitation, purchase pages, proposals, or invoices), constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior oral or written agreements, understandings, or representations

2. Definitions

Unless the context otherwise requires, the following capitalized terms shall have the meanings set forth below. Additional definitions may be provided elsewhere in this Agreement.

2.1 “Agreement”

Refers to this Master Services Agreement, including all schedules, addenda, website references, proposals, and invoices forming part of the contractual relationship.

2.2 “Annual Program”

A discounted, prepaid package for a 12-month term of Brad Technology’s Services. The discount is conditional upon the Client’s commitment to the full 12-month period.

2.3 “Business Day”

Any day other than a Saturday, Sunday, or a public holiday on which banks in India or globally are open for normal banking business.

2.4 “Client,” “you,” or “your”

The party acquiring or engaging Brad Technology’s Services under this Agreement solely for commercial or business purposes and not as a consumer.

2.5 “Confidential Information”

Any non-public, proprietary information disclosed by one party to the other in connection with this Agreement, in written, verbal, electronic, or any other form, which is marked as “confidential” or is reasonably understood to be confidential by its nature.

2.6 “Deliverables”

All work products, designs, code, documents, or results created by Brad Technology pursuant to this Agreement.

2.7 “Fees”

All amounts payable by the Client to Brad Technology under this Agreement, whether specified in an invoice, on Brad Technology’s website, or in a proposal, including, where applicable, Project fees, Annual Program fees, Quarterly Program fees, or Monthly Program fees.

2.8 “Monthly Program”

A recurring monthly engagement for Services, billed month-to-month at Brad Technology’s standard rates, and subject to the notice provisions set forth in this Agreement.

2.9 “Services”

All work or activities carried out by Brad Technology for the Client, including, without limitation, the following:

• Engineering services, smart automation, enterprise transformation, data & AI, technology advisory, IT staff augmentation, and design
• Shopify-focused CRO strategy and execution
• Design and development of Shopify themes or apps
• Retention marketing, including email and SMS campaigns
• Consultancy, advisory, or other technical eCommerce support related to Shopify or associated third-party systems

2.10 “Platforms & Software”

Refers to the eCommerce platform and ecosystem provided by Shopify Inc., including any related services, apps, or tools offered by third parties

2.11 “Effective Date”

The date on which this Agreement becomes effective, as set out in Clause 1.3

2.12 “Force Majeure Event”

Such events include, without limitation: natural disasters, strikes, acts of terrorism or war, civil unrest, pandemics, embargoes, governmental actions, or disruptions in power supply or telecommunications.

2.13 “Third-Party Apps”

Any software, plugin, add-on, tool, or service created or provided by a third party (not by Brad Technology or the Client) that integrates with or interacts with the Platforms & Software or otherwise impacts the Services.

2.14 “Quarterly Program”

A prepaid, discounted package covering a 3-month term of Brad Technology’s Services, with the discount conditional upon the Client’s commitment to the full 3-month period.

3. Scope of Services

3.1 Overview

Brad Technology will perform the Services professionally, employing the personnel, methods, and tools it considers appropriate. The Client acknowledges that Brad Technology may use third-party tools, including the Platforms & Software and Third-Party Apps, for certain functionalities.

3.2 Service Tiers and Packages

Annual Program: If the Client selects the Annual Program, payment for 12 months must be made upfront at a discounted rate, subject to the cancellation and refund terms outlined in Clause 4.4.2.

Projects Basis: If the Client elects a one-time Project-based Program, the Program shall be invoiced at Brad Technology’s prevailing standard rates or at such rates as may be mutually agreed in writing by the parties.

Monthly and Quarterly Program: If the Client elects a Monthly or Quarterly Program, the Program shall be invoiced at Brad Technology’s prevailing standard rates.

Ad-hoc or Hourly: In certain instances, the Client may procure hours or discrete tasks on an ad-hoc basis, at prices specified through Brad Technology’s online ordering process or as set forth in an invoice.

3.3 Discovery and Evolving Scope

For certain tasks, the initial phase may include an audit or discovery process to identify potential improvements and subsequent actions. Should additional Services be recommended beyond the purchased package, the Client may be required to pay additional fees or upgrade its plan. Brad Technology shall have no obligation to provide such additional Services free of charge if they exceed the originally agreed scope or hours.

3.4 Dependencies and Client Obligations

The Client shall:

• Provide timely and accurate information, branding assets, or account access necessary for Brad Technology to perform the Services.
• Maintain an active subscription and pay all associated costs.
• Obtain any required licenses or permissions for third-party apps.
• Any delays or failures by the Client to fulfil these obligations may affect delivery timelines and, where applicable, entitle Brad Technology to adjust deadlines or levy additional fees.

3.5 No Guarantee of Outcomes

While Brad Technology shall use commercially reasonable efforts to enhance the Client’s technology performance, no specific outcomes including increases in revenue, conversions, or other metrics are guaranteed. Results may vary due to market conditions, competition, product offerings, and other factors beyond Brad Technology’s control. Accordingly, Brad Technology expressly disclaims any warranty or guarantee regarding specific levels of sales, revenue, conversions, or other financial results arising from the Services.

4. Fees, Payment, and Refund Policy

4.1 Fee Structure

Project Program: Billed in accordance with the agreed terms at Brad Technology’s standard rates, payable by the due date specified in each invoice or as indicated on Brad Technology’s website.

Monthly Program: Billed monthly at Brad Technology’s standard rates, payable by the due date specified in each invoice or as indicated on Brad Technology’s website.

Quarterly Program: Quarterly upfront payments covering three consecutive months of Services at a discounted rate.

Annual Program: A single upfront payment covering twelve consecutive months of Services at a discounted rate.

Ad Hoc/Hourly: Invoices may be issued based on hours utilized, a flat project fee, or another structure specified in writing.

4.2 Payment Terms

Deposit Payment (Project Kickoff & Securing Timeline)

• For large, phased projects, a non-refundable deposit is required to secure the project timeline and commence work.
• Deposit invoices must be paid within three (3) days of issuance.
• Failure to pay the deposit within this period grants Brad Technology the right to delay or cancel the project schedule.

Invoicing & Payment Deadlines

All invoices for standard services are issued upfront, prior to work commencement.

Unless otherwise stated:

• Deposit invoices are due within three (3) days of issuance.
• Invoices for additional ad hoc work for existing Clients on a Paid Plan are due within seven (7) days of invoice issuance.

Payment Methods

• Payments for Pre-Packaged Monthly, Quarterly, and Annual Programs (as detailed on Brad Technology’s Website) shall be made via Stripe (Online Checkout) or Bank Transfer.
• Payments for Custom Packages, Ad-hoc Work, or Large-Scale Projects must be made via Bank Transfer.
• The Client is responsible for any bank charges, transaction fees, or processing fees associated with the chosen payment method.

Late Payment Consequences

• If payment is not received by the due date, Brad Technology may:
• Suspend Services until payment is received.
• Charge interest at 5.8% per month (or the maximum rate permitted by law) on overdue amounts.
• Recover any additional debt collection costs incurred due to non-payment.

4.3 Expenses

Any expenses incurred specifically for the Client’s benefit, including but not limited to specialized software subscriptions, paid plugins, or travel expenses, shall be reimbursed by the Client provided Brad Technology has obtained prior written approval. In cases of substantial expenses, Brad Technology may require prepayment or that the Client make the purchase directly.

4.4 Cancellation and Refunds

4.4.1 Monthly and Quarterly Programs

The Client may terminate the Monthly or Quarterly Program by providing at least thirty (30) days for domestic clients and sixty (60) days for international clients in written notice in accordance with Clause 11. During the notice period, all Monthly or Quarterly Fees remain payable in full, irrespective of actual usage.

No refunds shall be issued for partial use of a Monthly or Quarterly cycle, or for a one-time Project. 

If the Client fails to provide the required notice, they shall remain liable for all Fees due within the notice period.

4.4.2 Annual Program (Discounted, Prepaid)

The Client may terminate the Annual Program by providing ninety (90) days’ written notice in accordance with Clause 11.

Commitment: By enrolling in the Annual Program, the Client commits to twelve (12) months of Services at the discounted rate.

Early Cancellation: If the Client provides sixty (60) days’ written notice more than ninety (90) days before the end of the twelve-month term:

The discounted rate shall no longer apply.

Brad Technology shall recalculate the Fees for the portion of Services already used at the standard Quarterly Program rate, or another non-discounted rate if specified.

Following such recalculation, any excess prepaid balance remaining after deducting Fees for Services provided and the sixty (60) day written notice period shall be refunded to the Client within thirty (30) days.

No Partial Month or Quarter Refunds: If the Client cancels mid-month or mid-quarter, the full period shall be charged at the applicable rate.

4.4.3 Cancellations and Refunds for Large Phased Projects

Scope of Cancellation Rights

• Large phased projects, including redesigns, development projects, and other custom services, are organized into phases, each requiring separate payment.
• The Client acknowledges that once a phase is scheduled and resources are allocated, cancellation cannot occur without incurring a cancellation charge.
• A minimum of three (3) weeks’ written notice is required before cancellation becomes effective.

Cancellation Before a Phase Begins

• If the Client cancels prior to a phase start, they shall pay three (3) weeks (1 month) of that phase’s Fees as a cancellation notice charge.
• If notice is provided less than three (3) weeks before the phase start date, all scheduled work within that period shall be fully chargeable.

Cancellation During an Active Phase

If the Client cancels after a phase has started:

• Fees for the portion of the phase completed shall be calculated on a straight-line basis according to the phase timeline.
• An additional three (3) weeks of Fees shall be payable as a notice period, even if this extends into the next phase.
• Example Calculation: For a 7-week Development phase, cancellation after 1 week with a 3-week notice period extending into Week 4 results in payment of 4/7 of the total phase Fees.

Termination for Non-Payment or Delays

• Brad Technology may terminate the project if the Client fails to make payments or causes delays exceeding 60 days without prior written agreement.

In such cases:

• All Fees paid remain non-refundable.
• Additional costs incurred due to delays or non-payment may be invoiced to the Client.

Ownership of Work Completed

• Upon cancellation, the Client shall only receive Deliverables for fully paid phases.
• Unpaid work or draft materials remain the property of Brad Technology unless otherwise agreed in writing.

4.4.4 No Obligation to Provide Refunds

Except as provided in Clauses 4.4.2 (Annual Program Refunds) and 4.4.3 (Large Phased Projects Cancellations), Brad Technology shall not issue refunds for:

Services already rendered;

• Partially used months or quarters in ongoing service programs;
• Additional costs or expenses incurred by the Client, including but not limited to third-party software, integrations, or specialist resources procured on the Client’s behalf.
• Refunds shall only be issued where explicitly stated in this Agreement.

4.5 Price Adjustments

Brad Technology reserves the right to modify its standard rates or pricing for upcoming contract periods or renewals. Except as otherwise required by law, any changes to fees for Monthly or Annual Programs shall be communicated at least ninety (90) days prior to the commencement of the next billing cycle.

4.6 GST/VAT and Taxes

All Fees are exclusive of VAT (Value Added Tax) and any other applicable taxes, levies, or duties. Where applicable, VAT shall be added in accordance with UK law, and the Client agrees to pay such amounts promptly. The Client shall also be responsible for any taxes imposed by foreign jurisdictions for cross-border services.

5. Intellectual Property

5.1 Ownership of Pre-Existing IP

Each party retains ownership of all Intellectual Property Rights (IPRs) that it owned or developed prior to the Effective Date of this Agreement, or that were developed independently outside the scope of this Agreement. Nothing in this Agreement shall transfer ownership of either party’s pre-existing IPRs to the other party.

5.2 Ownership of Deliverables (Client-Specific Work)

Custom Deliverables: Subject to full payment of all applicable Fees, all bespoke or custom work products created specifically for the Client, including but not limited to new themes, unique code, graphics, or branding assets, shall become the Client’s property upon delivery, to the extent permitted by law.

Assignment: Brad Technology agrees, at the Client’s expense, to execute reasonable documents or take reasonable actions as may be necessary to confirm or perfect the Client’s ownership of such custom Deliverables, subject always to the Client’s payment obligations under Clause 4.

5.3 Brad Technology’s Reusable Components

Background Tools: Brad Technology retains all rights, title, and interest in any tools, libraries, frameworks, scripts, templates, or processes that (a) pre-date this Agreement, or (b) are developed or enhanced outside the scope of the Client’s custom requests.

Licence: Where Brad Technology employs such Background Tools to deliver Services, Brad Technology hereby grants the Client a non-exclusive, non-transferable licence (without the right to sub-license) to use such tools solely as incorporated into the Deliverables, and exclusively for the Client’s internal business purposes on the Platforms & Software.

Open Source: Any open-source or third-party code incorporated into the Deliverables shall remain subject to its original open-source or vendor licence terms. The Client agrees to comply with all such terms.

5.4 Client Materials

The Client represents and warrants that any materials or information provided to Brad Technology, including logos, images, or text, do not infringe the rights of any third party. The Client hereby grants Brad Technology a limited, non-exclusive licence to use such materials solely for the purpose of delivering the Services.

5.5 Moral Rights and Waivers

Where permitted by law, each party hereby waives, or shall procure the waiver of, any moral rights in any Deliverables created under this Agreement, to the extent necessary to give full effect to the ownership or licence provisions set forth herein.

6. Confidentiality

6.1 Definition of Confidential Information

“Confidential Information” means any non-public, proprietary information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is:

Clearly marked or identified as “confidential,” or

Information that, by its nature, would reasonably be regarded as confidential in the context of its disclosure.

6.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without any breach by the Receiving Party;
• Was lawfully known to the Receiving Party prior to disclosure, as evidenced by written records;
• Is disclosed to the Receiving Party by a third party without breach of any confidentiality obligation; or
• Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.

6.3 Obligations

Each Receiving Party shall:

• Use the Disclosing Party’s Confidential Information solely for the purpose of performing its obligations under this Agreement;
• Maintain the Confidential Information in strict confidence, employing at least the same degree of care as it uses for its own confidential information, and in no event less than reasonable care;
• Not disclose any Confidential Information to any third party, except to employees, contractors, or advisers who require access to perform under this Agreement and who are bound by confidentiality obligations no less protective than those herein; and
• Promptly notify the Disclosing Party upon becoming aware of any unauthorised use or disclosure of confidential Information.

6.4 Disclosure Required by Law

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall, to the extent permitted, provide the Disclosing Party with prior written notice of such requirement to allow the Disclosing Party to seek a protective order or otherwise oppose the disclosure.

6.5 Return or Destruction

Upon termination of this Agreement or at the Disclosing Party’s request, the Receiving Party shall promptly return, delete, or destroy all Confidential Information, including all copies, notes, or extracts, except for automatically generated backup files or as required by law. Any retained Confidential Information shall remain subject to the confidentiality obligations set forth in this Agreement.

7. Warranties

7.1 Mutual Warranties

Each party represents and warrants that:

It has the legal right, power, and authority to enter into and perform its obligations under this Agreement; and

Its performance and compliance with this Agreement will not breach or conflict with any other agreement or legal obligation.

7.2 Services Warranty

Brad Technology warrants that it will perform the Services in a professional and workmanlike manner, consistent with prevailing industry standards, and employing personnel and resources reasonably suitable for such Services.

7.3 Software/Code Warranty

Subject to the Client refraining from modifying the code or using unapproved third parties, Brad Technology shall use reasonable efforts to remedy any material bugs or defects originating from Brad Technology’s code within thirty (30) days of delivery. The Client must report such defects in writing with sufficient detail to enable Brad Technology to reproduce and diagnose the issue. This warranty excludes:

Errors, interruptions, or downtime caused by the Platforms & Software or any third-party applications;

Defects arising from the Client’s misuse or unauthorised modifications; or

Third-party code or open-source components, which are provided “as is.”

7.4 Disclaimer of Other Warranties

Except as expressly provided herein, and to the fullest extent permitted by law, Brad Technology disclaims all other warranties or conditions, whether statutory, express, or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Client acknowledges that outcomes or results from CRO, marketing, or development activities are affected by numerous external factors, and no specific improvements or success metrics are guaranteed.

7.5 Client Warranties

The Client represents and warrants that:

All materials and information provided to Brad Technology, including but not limited to images, data, and text, do not infringe the rights of any third party;

It will comply with all applicable laws and regulations relevant to its use of the Services, including, where applicable, data protection laws; and

It possesses the authority to grant Brad Technology any necessary permissions or licences required to perform the Services.

8. Liability

8.1 Limitation of Liability

To the maximum extent permitted under English law, Brad Technology’s total aggregate liability, whether in contract, tort, negligence, statutory duty, or otherwise, arising out of or in connection with this Agreement, shall not exceed the total Fees actually paid by the Client to Brad Technology during the twelve (12) month period preceding the event giving rise to the claim.

8.2 Exclusion of Certain Damages

Brad Technology shall not be liable for any:

• Indirect, consequential, or special loss;
• Loss of profit, goodwill, or revenue;
• Loss of data or use;
• Loss of or damage to reputation; or
• Business interruption, arising out of or in connection with this Agreement, even if Brad Technology has been advised of the possibility of such losses.

8.3 No Liability for Third-Party Failures

Brad Technology is not liable for:

• Liability shall not extend to downtime, errors, or losses caused by the Platforms & Software, third-party applications, or any external service providers.
• Liability shall not extend to losses resulting from the Client’s own acts or omissions, or those of any third party acting on the Client’s behalf without Brad Technology’s prior written consent.

8.4 Reasonableness

The Client acknowledges and agrees that the limitations on liability set forth in this Clause 8 are reasonable given the nature of the Services, the Fees charged, and the commercially sensitive information relied upon by each party. If any limitation or exclusion is held to be invalid, unenforceable, or illegal by a court, the remaining provisions of this Clause 8 shall remain in full force to the maximum extent permitted by law.

8.5 Force Majeure

For reference only (as further detailed in Clause 12), Brad Technology shall not be liable for any failure to perform or delay resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, strikes, pandemics, acts of war, or government actions.

9. Indemnification

9.1 Client Indemnity

The Client shall indemnify, defend (at Brad Technology’s request), and hold harmless Brad Technology, its directors, employees, contractors, and affiliates from and against any and all claims, liabilities, losses, damages, costs, and expenses, including reasonable legal fees, arising out of or in connection with:

The Client’s breach of any representation, warranty, or obligation under this Agreement;

Infringement or alleged infringement of any third party’s rights, including intellectual property or data privacy rights, by materials provided by the Client;

The Client’s misuse or unauthorised modification of the Deliverables; or

The Client’s failure to comply with applicable laws or regulations in connection with its use of the Services or Deliverables.

9.2 Brad Technology Indemnity

Brad Technology shall indemnify and hold the Client harmless against any third-party claims alleging that custom Deliverables created solely by Brad Technology infringe the third party’s UK-registered intellectual property rights, provided that the Client:

(a) promptly notifies Brad Technology of the claim;

(b) grants Brad Technology the right to control the defence and settlement; and

(c) fully cooperates in defending the claim.

This indemnity shall not apply to claims arising from materials provided by the Client, third-party software, or modifications made by the Client without Brad Technology’s prior approval.

9.3 Procedures

The indemnified party shall:

(a) promptly notify the indemnifying party of any claim;

(b) refrain from making any admissions or statements that could prejudice the indemnifying party’s defence; and

(c) provide the indemnifying party with reasonable assistance at its own expense, except where otherwise specified in the indemnity provisions.

10. Non-Solicitation

10.1 Non-Solicitation of Personnel

The Client agrees that, during the term of this Agreement and for a period of twelve (12) months following its termination or expiration, it shall not, whether directly or indirectly, solicit, induce, or employ (or engage as an independent contractor) any individual who is or was employed or engaged by Brad Technology and materially involved in the provision of the Services. This restriction shall not apply where such individual responds to a bona fide general recruitment advertisement or process not specifically targeted at such person, provided the Client can reasonably evidence that no prohibited solicitation occurred.

10.2 Remedy for Breach

If the Client breaches Clause 10, the Client shall be liable to pay Brad Technology a sum equivalent to fifty percent (50%) of the total annual remuneration of the individual so engaged (or projected annual remuneration in the case of a contractor). The parties expressly acknowledge and agree that such amount represents a genuine pre-estimate of the losses, costs, and disruptions likely to be suffered by Brad Technology, including but not limited to recruitment and training costs, and shall not be construed as a penalty.

11. Term and Termination

11.1 Term

This Agreement shall commence on the Effective Date (as defined in Clause 1.3) and shall remain in full force and effect unless and until terminated in accordance with the provisions of this Agreement.

11.2 Termination for Convenience

Monthly and Quarterly Programs

• The Client may terminate a Monthly or Quarterly Program by providing at least thirty (30) days’ written notice, as set out in Clause 4.4.1.
• Fees remain payable in full throughout the notice period.
• No refunds shall be issued for partial use of a month or quarter.

Annual Program

• The Client may terminate an Annual Program by providing ninety (90) days’ written notice, as set out in Clause 4.4.2.
• If termination occurs more than 180 days before the end of the 12-month term, the recalculation and refund procedure in Clause 4.4.2 will apply.

Large Phased Projects (Including Redesigns & Development Work)

• Termination is subject to the payment obligations in Clause 4.4.3, including:
• Fees for work completed up to the termination date (calculated on a straight-line basis); and
• A three (3) week notice period charge covering the next phase or any active phase.
• The Client must provide a minimum of three (3) weeks’ written notice to terminate a phased project.

Ad Hoc / Hourly Work

• Either party may terminate an Ad Hoc or Hourly engagement with thirty (30) days’ written notice, unless otherwise specified in the applicable purchase order or invoice.
• The Client remains liable for all Fees for work completed up to the termination date.
• No refunds shall be issued for partially completed tasks unless expressly agreed in writing.

11.3 Termination for Breach

Either party may terminate this Agreement with immediate effect if the other party:

Material Breach – Commits a material breach of this Agreement (including non-payment) and fails to remedy such breach within fourteen (14) days of receiving written notice; or

Fraudulent or Unlawful Conduct – Engages in fraudulent, illegal, or unethical conduct, or otherwise acts in a way that creates an unacceptable risk to the terminating party’s reputation or business operations.

11.4 Termination for Insolvency

Either party may terminate this Agreement with immediate effect if the other party:

Insolvency or Administration – Becomes insolvent, enters administration or liquidation, or has a receiver or manager appointed over its assets;

Arrangement with Creditors – Makes or proposes any arrangement or composition with its creditors; or

Cessation of Business – Ceases, or threatens to cease, carrying on business.

11.5 Effects of Termination

Upon termination or expiration of this Agreement for any reason:

Accrued Fees: The Client shall promptly pay all outstanding Fees for Services performed up to the effective date of termination, including any applicable notice period.

Refunds & Recalculation: Any refunds or recalculations arising from early termination shall be handled in accordance with Clause 4.4.

Deliverables: Brad Technology shall provide the Client with all Deliverables that have been fully paid for. Delivery may be withheld where Fees remain outstanding.

Confidential Information: Each party shall return, delete, or destroy the other party’s Confidential Information as required under Clause 6.5.

Licences: Any licence granted to the Client for Brad Technology’s Background Tools (Clause 5.3) shall automatically terminate unless the related Fees have been fully paid.

11.6 Survival

Clauses which by their nature are intended to survive termination (including, without limitation, Intellectual Property, Confidentiality, Indemnification, Limitations of Liability, and Non-Solicitation) shall remain in full force and effect following termination.

12. Force Majeure

12.1 Liability

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (excluding payment obligations) if such delay or failure arises from events, circumstances, or causes beyond its reasonable control (a “Force Majeure Event”).

12.2 Notice and Mitigation

A party affected by a Force Majeure Event shall promptly notify the other party in writing, specifying the nature of the event and its anticipated duration. Both parties shall use reasonable efforts to mitigate the impact of the Force Majeure Event on their respective obligations under this Agreement.

12.3 Right to Terminate

If a Force Majeure Event persists for more than sixty (60) days and materially prevents a party from performing its obligations under this Agreement, either party may terminate the Agreement immediately by providing written notice to the other party, without incurring further liability, except for any Fees payable for Services already performed. Any Fees prepaid for Services not yet rendered as of the termination date shall be refunded, less any non-refundable expenses incurred by Brad Technology up to that point.

13. Dispute Resolution

13.1 Good-Faith Negotiation

If any dispute arises between the parties in connection with this Agreement, the parties shall first attempt to resolve it through good-faith negotiation. Each party shall escalate the dispute to a management representative with the authority to resolve or settle the matter.

13.2 Mediation

If the dispute is not resolved within thirty (30) days of a written request for good-faith negotiations, either party may refer the matter to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, or a comparable reputable mediation service. The costs of the mediation shall be shared equally between the parties, unless otherwise agreed in writing.

13.3 Litigation / Injunctive Relief

Nothing in this Agreement shall prevent either party from seeking immediate injunctive or other equitable relief in a court of competent jurisdiction, particularly in relation to breaches of Intellectual Property or Confidentiality. If mediation is unsuccessful or not pursued, the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales, as set out in Clause 15.

13.4 Continued Performance

The parties shall continue to perform their respective obligations under this Agreement throughout any dispute resolution process, unless the Agreement has been lawfully terminated in accordance with its terms.

14. Additional Provisions

14.1 Assignment and Subcontracting

Client Assignment: The Client shall not assign, transfer, or otherwise deal with any of its rights or obligations under this Agreement without obtaining Brad Technology’s prior written consent.

Brad Technology Subcontracting:Brad Technology may engage subcontractors or third-party service providers to perform portions of the Services, provided that Brad Technology remains fully responsible for their performance as if such Services were performed directly by Brad Technology.

14.2 Severability

If any provision, or part thereof, of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision (or relevant part) shall be deemed severed, and the remaining provisions of the Agreement shall continue to be valid and enforceable.

14.3 No Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy, nor shall it limit or prevent any further exercise of that or any other right or remedy. Any waiver must be in writing and signed by the party granting the waiver.

14.4 Independent Contractors

Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties. Brad Technology acts as an independent contractor, and neither party has the authority to act on behalf of, or bind, the other in any manner.

14.5 Third-Party Rights

Unless expressly provided otherwise, this Agreement does not confer any rights or benefits on any person or entity that is not a party to it, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or any other law.

14.6 Further Assurances

Each party shall undertake all further acts, deeds, or actions, and execute any additional documents, as may be reasonably necessary to give full effect to the purposes of this Agreement.

14.7 Publicity and Marketing

Brad Technology may use the Client’s name, logo, or project in its promotional materials or portfolio, provided that no Confidential Information or sensitive data is disclosed. If the Client objects in writing, Brad Technology shall, where commercially reasonable, remove or cease the specific references.

12.8 Data Protection

Where Brad Technology processes personal data on the Client’s behalf, both parties shall comply with all applicable data protection laws, including the UK Data Protection Act 2018 and, where relevant, the GDPR.

Brad Technology shall act as a ‘data processor’ and the Client as a ‘data controller’ under these laws. Both parties shall implement appropriate technical and organisational measures to maintain security proportional to the risks associated with processing personal data.

Upon request, the parties shall enter into a Data Processing Agreement detailing additional obligations, security measures, and procedures.

Each party agrees to indemnify the other for any breaches of data protection law directly resulting from its own acts or omissions, subject to the limitations of liability set out in Clause 8.

15. Governing Law and Jurisdiction

15.1 Governing Law

This Agreement, together with any non-contractual obligations arising from or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales.

15.2 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to resolve any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with this Agreement or its subject matter.

16. Notices

16.1 Form of Notices

All notices, requests, demands, or other communications under or in connection with this Agreement shall be in writing and delivered via email or postal mail, with tracking or recorded delivery recommended.

16.2 Addresses

Each party shall provide the other with a valid email and/or postal address for the purpose of receiving notices, and any changes to these details must be promptly communicated in writing.

16.3 Deemed Receipt

Email: An email shall be deemed received on the day it is sent, provided that:

It is sent on a Business Day before 5:00 pm GMT;

• No automated error or bounce message is received by the sender; and
• The sender retains proof of successful transmission, such as a delivery receipt or an email acknowledgement from the recipient.
• If the email is sent after 5:00 pm IST or on a non-business Day, it will be deemed received at 9:00 am on the next Business Day.
• Postal Mail: A notice sent by postal mail shall be deemed received:
• Two (2) Business Days after it is posted if sent within the UK; or
• Five (5) Business Days after it is posted if sent internationally.
• The sender must retain proof of posting, such as a certificate of posting or tracking confirmation. Delivery shall only be valid upon evidence of signed receipt or recorded delivery confirmation.

17. Entire Agreement

17.1 Integrated Contract

This Agreement, including all Schedules, Exhibits, Appendices, references, and any documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, understandings, or agreements, whether written or oral.

17.2 No Reliance

Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, warranty, or understanding not expressly set forth in this Agreement and shall have no remedy in respect of any such statement, whether made negligently or innocently.

17.3 Amendments

No modification or amendment to this Agreement shall be effective unless made in writing and signed by an authorised representative of both parties, or, in the case of online terms, clearly accepted by the Client in a manner approved by Brad Technology, such as through a digital clickwrap or acceptance of an updated invoice.

18. Acceptance by Payment

18.1 Online Purchase or Invoice Payment

The Client acknowledges and agrees that by:

• Paying any invoice from Brad Technology for the Services covered by this Agreement; or
• Completing an online purchase or checkout process on Brad Technology’s website;
• The Client is deemed to have read and accepted all the terms of this Master Services Agreement, and no separate signature shall be required to make the Agreement legally binding.

18.2 No Purchase without Acceptance

If the Client does not agree to these terms, it must refrain from paying any invoice or proceeding with any online purchase of Brad Technology’s Services. Payment of any invoice shall be deemed full acceptance of this Agreement.

Signatures (Optional)

If a signed copy is required for record-keeping or compliance purposes, the Client may request it by emailing hello@bradtechnology.com. In the absence of a signed document as referenced in Clause 1.3, the Effective Date shall be deemed to be the earlier of the date of the last signature or the date of payment.