MASTER SERVICES AGREEMENT (MSA)

16th January 2026

Entire Agreement

By executing a Statement of Work subject to this Seclora Master Services Agreement (“Agreement”), Seclora Ltd, registered Company Number: 16392663 and the Client identified in the Statement of Work (“Client”) (each a “Party” and together the “Parties”) agree that this Agreement sets out the terms and conditions for Client’s purchase of Seclora Services. If Client has a signed agreement for Services, this Agreement will supplement such signed agreement where the subject matter is not already included, but not in the case of a conflict.

Definitions & Interpretation

1. In this Agreement, the following terms shall have the meanings set out below unless the context otherwise requires:
1.1. “Agreement” means this Master Services Agreement together with any applicable Statement of Work.
1.2. “Effective Date” means the date on which the relevant Statement of Work is executed by both Parties.
1.3. “Services” means the professional services to be provided by the Supplier as set out in a Statement of Work.
1.4. “Deliverables” means any outputs expressly identified as deliverables in a Statement of Work.
1.5. “Confidential Information” means all information disclosed by one Party to the other which is marked as confidential or which ought reasonably to be regarded as confidential by its nature.
1.6. “Client Customer Organisation” refers to the Client’s existing customers with whom the Supplier may interact through the provision of the Services.

Purpose and Structure

2. This Agreement establishes the framework under which the Supplier may provide professional services to the Client from time to time.
3. Specific services shall be agreed in one or more Statements of Work (“SOWs”), each of which shall:
3.1. Reference this Agreement; and
3.2. Be governed by its terms.
4. Execution or acceptance of an SOW by the Client constitutes acceptance of this Agreement.
5. In the event of any conflict, the following order of precedence shall apply:
5.1. This Agreement
5.2. The applicable SOW
5.3. Any other referenced documents

Services

6. The Supplier shall provide the services described in each SOW (“Services”) using reasonable skill and care in accordance with generally accepted industry standards.
7. The Supplier provides advisory and professional consultancy services only and does not warrant or guarantee any specific commercial, regulatory, or certification outcome.
8. The Supplier may perform Services on behalf of the Client for the benefit of the Client’s customers, provided that:
9. The Client remains the sole contracting party; and
10. No contractual relationship is created between the Supplier and the Client’s customer.

Acceptance of Deliverables

11. Deliverables shall be deemed accepted unless the Client notifies the Supplier in writing of any material defects within ten (10) business days of delivery. Where valid defects are notified, the Supplier shall use reasonable endeavours to remedy such defects within a reasonable timeframe, after which the Deliverables shall be deemed accepted.

Client Responsibilities

12. The Client shall:
12.1. Provide timely access to information, systems, and personnel as required.
12.2. Ensure availability of appropriate stakeholders.
12.3. Nominate a primary point of contact for coordination.
13. The Supplier shall not be responsible for delays or failures caused by the Client or any third party.

Fees and Payment

14. Fees shall be as set out in the applicable Statement of Work (“SOW”).
15. Unless otherwise stated in the applicable SOW:
15.1. All fees are exclusive of VAT, which shall be charged at the prevailing rate.
15.2. Invoices shall be payable within 30 days of the invoice date.
16. Where an SOW is agreed on a fixed-price basis, the Supplier may issue an invoice for the full amount of the SOW in advance of commencing the Services, unless otherwise expressly agreed in writing.
17. All amounts due under this Agreement shall be paid in full and without set-off, deduction, or withholding, except as required by law.
18. The Supplier may, at its sole discretion, commence work under a fixed-price SOW prior to receipt of payment. Any such commencement shall not constitute a waiver of the Supplier’s right to payment in accordance with this Agreement.
19. The Supplier reserves the right to charge statutory interest and reasonable recovery costs on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
20. The Supplier reserves the right to suspend or delay the Services where payment is overdue, following reasonable notice to the Client. The Supplier shall not be liable for any delay or impact arising from such suspension.

Expenses

21. Expenses are excluded unless expressly agreed in writing in advance.

IR35 / Independent Status

22. The Supplier has the right of substitution (to provide an equally qualified replacement).
23. The Supplier shall be entitled to exercise its right of substitution without requiring the Client’s approval, provided that any substitute is suitably skilled, qualified, and capable of performing the Services.
24. There is no obligation on the Client to offer work, nor on the Supplier to accept it.
25. The Supplier shall determine how, when, and where the Services are performed and shall not be subject to the direction or supervision of the Client, save as to the agreed scope, deliverables, and deadlines set out in the applicable Statement of Work.
26. The Supplier shall provide services using their own equipment and bear risk for defective work.

Change Control

27. Any changes to scope, deliverables, or timelines shall be agreed in writing via a change request or amended SOW.

Intellectual Property

28. Pre-existing intellectual property (“Background IP”) remains the property of the owning Party.
29. Upon full payment of all fees due, the Client is granted a non-exclusive, non-transferable, non-sublicensable, perpetual licence to use the Deliverables solely for its internal business purposes and for use in connection with its customers.
30. The Supplier retains ownership of:
30.1. Methodologies
30.2. Frameworks
30.3. Templates
30.4. Know-how

Confidentiality

31. Both Parties agree to keep Confidential Information strictly confidential and use it only for the purpose of fulfilling the Agreement.
32. Each Party shall treat confidential information as confidential and shall not disclose it except as necessary to perform the Services.
33. The obligations of confidentiality shall survive termination of this Agreement for five (5) years, provided that confidentiality obligations relating to trade secrets, security methodologies, or personal data shall survive indefinitely.

Data Protection

34. Each Party shall comply with applicable UK data protection legislation.
35. Where the Supplier processes personal data on behalf of the Client, the Parties shall enter into a data processing agreement (“DPA”) compliant with Article 28 UK GDPR, either as a standalone agreement or as an annex to the applicable SOW.

Audit Independence and Non-Certification

36. The Supplier acts as an independent advisor and does not act as:
36.1. A Certification Body
36.2. An accreditation authority; or
36.3. An internal auditor for certification purposes.
37. The Supplier shall not:
37.1. Conduct certification audits.
37.2. Issue certification decisions; or
37.3. Guarantee certification outcomes.

Conflict of Interest

38. The Supplier confirms that it is not aware of any conflict of interest at the commencement of Services.
39. Any actual or potential conflict arising shall be disclosed promptly to the Client.

Liability

40. Nothing in this Agreement limits liability for:
40.1. Death or personal injury caused by negligence.
40.2. Fraud or fraudulent misrepresentation.
41. Subject to clause 40, the Supplier’s total aggregate liability arising under or in connection with this Agreement shall be limited to the total fees actually paid by the Client under the applicable Statement of Work giving rise to the claim.
42. The Supplier shall not be liable for:
42.1. Indirect or consequential losses.
42.2. Loss of profit, revenue, or business opportunity.
43. The Supplier shall maintain professional indemnity insurance.

Publicity / Use of Name

44. Neither Party shall use the other’s name or logo for marketing purposes without prior written consent.

Warranties Disclaimer

45. Except as expressly stated in this Agreement, all warranties, conditions, and representations, whether express or implied, are excluded to the maximum extent permitted by law.

Term and Termination

46. Either Party may terminate this Agreement:
46.1. on thirty (30) days’ written notice; or
46.2. immediately if the other Party commits a material breach which is not remedied within fourteen (14) days of written notice; or
46.3. immediately if the other Party becomes insolvent, enters administration or liquidation, or ceases to carry on business.
47. Termination shall not affect any accrued rights or obligations. The Client shall pay the Supplier for all Services performed up to the effective date of termination.

Non-Solicitation

48. The Client shall not solicit or employ the Supplier or its personnel during the term of this Agreement and for 12 months thereafter without prior written consent.

Non-Solicitation and Non-Circumvention (Client Customers)

49. The Supplier acknowledges that, in the course of providing the Services, it may become aware of or interact with the Client’s Customer Organisations.
50. During the term of this Agreement and for a period of twelve (12) months following termination or expiry, the Supplier shall not, without the prior written consent of the Client, solicit or contract directly with any Client’s Customer Organisations with whom the Supplier had material involvement during the twelve (12) months preceding termination, for services that are the same as or substantially similar to the Services.
51. Nothing in this clause shall prevent the Supplier from:
51.1. providing services to a Client’s Customer Organisations where the Supplier can demonstrate a pre-existing commercial relationship that pre-dates this Agreement; or
51.2. responding to general, non-targeted marketing or public tenders not arising from the Services.
52. The Parties agree that this clause is reasonable and necessary to protect the Client’s legitimate business interests and does not constitute a restraint of trade.

No Partnership / Agency

53. Nothing in this Agreement shall be deemed to create any partnership, joint venture, or agency relationship between the Parties. Neither Party has authority to bind the other.
54. The Supplier is responsible for all taxes, National Insurance contributions, and statutory obligations arising from payments made under this Agreement.

Severability & Waiver

55. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.
56. No failure or delay by either Party to exercise any right shall constitute a waiver of that right.

Force Majeure

57. Neither Party shall be liable for failure to perform due to events beyond reasonable control.

Assignment and Subcontracting

58. The Supplier may subcontract elements of the Services but remains responsible for delivery.
59. Neither Party may assign this Agreement without consent, not to be unreasonably withheld.

Governing Law and Jurisdiction

60. Each Party shall comply with all applicable laws and regulations in connection with this Agreement.
61. Clauses relating to confidentiality, intellectual property, liability, data protection, and governing law shall survive termination.
62. This Agreement is governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.