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Simpala Limited

Master Services Agreement

Parties

SIMPALA LIMITED incorporated and registered in England and Wales with company number 14498735 whose registered office is at 27 Old Gloucester Street, London, England, WC1N 3AX (‘Supplier‘)
CLIENT (‘Client‘)

BACKGROUND

The Supplier is in the business of providing IT implementation services.
The Client wishes to obtain, and the Supplier wishes to provide the services on the terms set out in this agreement.

Agreed terms

Interpretation
1. The following definitions and rules of interpretation apply in this agreement:
Applicable Data Protection Laws: means:
1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
2. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
Applicable Laws: all applicable laws, statutes, regulation from time to time in force.
Business Day: a day, other than a Saturday, Sunday or public holiday in England.
Business Hours: the period from 08:30 to 17:30 on any Business Day.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010 and controls, controlled and the expression change of control shall be construed accordingly.
Client Materials: all documents, software, data, digital information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to the Supplier
Client Personal Data: any personal data, including special data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Client.
EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Supplier Personal Data: any personal data that the Supplier processes in connection with this agreement, in the capacity of a controller.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
1. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
3. The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.
7. This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
8. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
9. A reference to writing or written includes email.
10. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
11. A reference to this agreement or to any other agreement or document is a reference to this agreement or such other agreement or document, in each case as varied or novated from time to time.
12. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
13. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Commencement and duration
1. This agreement shall commence on the date when it has been accepted by all the parties and shall continue, unless terminated
Supplier’s responsibilities
1. The Supplier shall provide skilled resources to complete support tasks agreed with the Client.
Client’s obligations
1. The Client shall:
  1. co-operate with the Supplier in all matters
  2. provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other facilities as required by the Supplier
  3. provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Client or a third party) required by the Supplier
2. If the Supplier’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.
Data protection
1. For the purposes of this 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
2. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
3. The parties have determined that, for the purposes of Applicable Data Protection Laws the Supplier shall process the personal data as set out in 1.1 of Schedule 1 as processor on behalf of the Client.
4. The Client consents to, (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by the Supplier in connection with the processing of Supplier Personal Data, provided these are in compliance with the then-current version of the Supplier’s privacy policy available at https://simpala.co.uk/privacy-policy (Privacy Policy).
5. Without prejudice to the generality of 5.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Client Personal Data to the Supplier and lawful collection of the same by the Supplier for the duration and purposes of this agreement.
6. In relation to the Client Personal Data, Schedule 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.
7. Without prejudice to the generality of 5.2, the Supplier shall, in relation to Client Personal Data:
  1. process that Client Personal Data only on the documented instructions of the Client, which shall be to process the Client Personal Data for the purposes set out in Schedule 1 (Processing, personal data and data subjects) unless the Supplier is required by Applicable Laws to otherwise process that Client Personal Data (Purpose). Where the Supplier is relying on Applicable Laws as the basis for processing Client Processor Data, the Supplier shall notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Client on important grounds of public interest. The Supplier shall inform the Client if, in the opinion of the Supplier, the instructions of the Client infringe Applicable Data Protection Laws;
  2. implement the technical and organisational measures set out in Schedule 1 to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, which the Client has reviewed and confirms are 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 any personnel engaged and authorised by the Supplier to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
  4. assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  5. notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;
  6. at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the agreement unless the Supplier is required by Applicable Law to continue to process that Client Personal Data. Client Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and
  7. maintain records to demonstrate its compliance with this clause 5.
8. The Client provides its prior, general authorisation for the Supplier to:
  1. appoint processors to process the Client Personal Data, provided that the Supplier:
    1. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this 5;
    2. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
    3. shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to the Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Client shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.
  2. transfer Client Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
Confidentiality
1. Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by 6.2(a).
2. Each party may disclose the other party’s confidential information:
  1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this 6; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
Limitation of liability
1. References to liability in this 7 include every kind of liability arising under or in connection with the agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. Nothing in this 7 shall limit the Client’s payment obligations under the agreement.
3. Nothing in the agreement shall limit the Client’s liability under clause 5 or clause 6 of the agreement.
4. Nothing in the agreement limits any liability which cannot legally be limited, including but not limited to liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; and
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
5. Subject to 7.2 (No limitation on Client’s payment obligations), 7.3 (Liability under identified clauses) and 7.4 (Liabilities which cannot legally be limited), the Supplier and its employees, agents, personnel and representatives total liability to the Client for all loss or damage is limited to the amount of the SoW Charges including the initial charge, but exclusive of any VAT on those charges received by the Supplier from the Client under the agreement.
6. The caps on the parties’ liabilities shall not be reduced by:
  1. payment of an uncapped liability; or
  2. amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
7. Subject to 7.2 (No limitation on Client’s payment obligations), 7.3 (Liability under identified clauses) and 7.4 (Liabilities which cannot legally be limited), this 7.7 sets out the types of loss that are wholly excluded:
  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;
  7. indirect or consequential loss; and
  8. wasted expenditure.
Termination
1. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party.
Independent contractors
1. The parties shall perform all their duties and obligations under the agreement as independent entities, and each party is and shall be for all purposes of the agreement an independent contractor and not an employee or agent of the other party. Nothing in the agreement shall establish any partnership between the parties or be construed to give either party the power to direct or control the daily activities of the other party, or constitute the parties as principal and agent, employer and employee, joint ventures, co-owners, or otherwise as participants in a joint undertaking.
2. The Supplier may subcontract the whole or part of its rights and obligations hereunder to any of its affiliates.
Waiver
1. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
3. A party that waives a right or remedy provided under this agreement or by law in relation to one party or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
Rights and remedies The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Anti-Bribery and Corruption Each party shall comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010, and shall immediately notify the other if it becomes aware of any breach or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of the agreement.
Entire agreement
1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
No partnership or agency
1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Third party rights This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
Notices Any notice given to a party under or in connection with this agreement shall be in writing and shall be sent by email to: info@simpala.co.uk.
Dispute resolution 26. Procedure: If a dispute arises in relation to the agreement (Dispute), the parties will attempt to resolve the dispute using the dispute resolution process set out below and, subject to clause 17(e) below, no party to the agreement may commence any court proceedings relating to a Dispute unless it has complied with and exhausted the dispute resolution procedure set forth in this clause 17 (Dispute Resolution). 27. Informal resolution: Either party may initiate the dispute resolution process by giving written notice of the dispute to the other party (Dispute Notice). Upon receipt by the other party of the Dispute Notice, the parties will work together in good faith to resolve such dispute. Pending resolution of the Dispute, each party, to the extent it is able, will continue to perform its obligations under the agreement. 28. Mediation: 4. If the parties cannot resolve the dispute by negotiation within a period of ten (10) Business Days following the date of receipt of the Dispute Notice or such longer period as the parties may agree in writing prior to such period of ten (10) Business Days having elapsed (Negotiation Period), then either party may, by written notice to the other party (Mediation Notice), require the dispute to be referred to a mediator appointed by the Centre for Effective Dispute Resolution (the Mediator). 5. The Mediator shall determine the rules and procedures by which the mediation of the Dispute shall be conducted, save that each party may make a written statement of its case to the Mediator prior to the commencement of the mediation. The Mediator shall be entitled to be paid his or her reasonable fee, which the parties shall pay in equal shares, unless the Mediator orders otherwise. 29. No Resolution if: 6. the parties are unable to agree a resolution to the Dispute within forty (40) days of the Dispute having been referred to Mediator in accordance with clause 17(c) above; or 7. the parties fail to appoint a Mediator within one (1) calendar month of the Negotiation Period having ended, then either party may exercise any remedy available to it under applicable law, including without limitation commencing legal proceedings in connection with the Dispute. 30. Interlocutory relief: Nothing in this clause 17 (Dispute Resolution) will prevent either party, at any time, from seeking any urgent interlocutory relief from a court of competent jurisdiction in relation to any matter that arises under the agreement.
Governing law This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
Processing, personal data and data subjects
Parties’ roles
1. Where the Supplier acts as a processor.

Particulars of processing

Scope: The Client determines how and why the data is processed as the Data Controller. The Supplier processes the data on their behalf. The Supplier may access Client personal data whilst performing services for the Client as set out in the Statement of Work.

These services typically include:

 * Designing the new system
 * Building out and testing new functionality 
 * Deploying the system from a sandbox environment to a production environment
 * Support services post-implementation for an agreed duration  3. Nature: collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction of personal data.  4. Purpose of processing: Necessary for the performance of a contract.  5. Duration of the processing: The duration specified within each Statements of Work  6. Types of personal data: 
 * Name 
 * Residential address 
 * Telephone number 
 * Email address
 * Race
 * Ethnic origin
 * Political opinions
 * Religious or philosophical beliefs
 * Trade union membership
 * Genetic data
 * Special category data
 * Biometric data (where this is used for identification purposes)
 * Health data
 * Sexual orientation
 * Criminal convictions and offences  7. Categories of data subject: 
 * Employees
 * Clients
 * Suppliers
 * Customers
 * Job applicants
 * Consultants
 * Visitors
 * Prospects
 * Contractors
 * Trainees
 * Next of kin

Technical and organisational measures

Introduction This Data Protection and GDPR Policy outlines the measures our company takes to protect the personal data we process, in accordance with the General Data Protection Regulation (GDPR) and the Data Protection Act 2018. We are committed to safeguarding the privacy of our customers and employees and ensuring that their personal data is protected.

Data Security We implement appropriate technical and organisational measures to ensure the security of personal data we process. This includes measures such as:
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 * Encryption 
 * Access controls such as multi-factor authentication for employees accessing company systems which may contain client data to ensure devices are not compromised. 
 * Regular software updates
 * Limiting the use of third-party software and browsing to unsafe websites.
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Data Breach Response Plan We have a data breach response plan in place to ensure we can respond quickly and effectively to any data breaches. This plan includes steps for notifying affected individuals, the Information Commissioner’s Office (ICO), and any other relevant authorities.

Employee Training We provide regular training to our employees on data protection best practices and ensure they understand their responsibilities under the GDPR. This includes topics such as data minimisation, consent, and data subject rights and aligns with the GDPR principles of:
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 * Lawfulness, fairness and transparency
 * Purpose limitation
 * Data minimisation
 * Accuracy
 * Storage limitation
 * Integrity and confidentiality (security)
 * Accountability
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Third-Party Vendors We only use third-party vendors that are the GDPR-compliant and have appropriate contracts in place that require them to comply with GDPR.

Data Subject Rights We ensure that our customers and employees are aware of their rights under the GDPR, including their right to access, rectify, and erase their personal data. We provide them with a way to exercise these rights, such as a dedicated email address or online form.