This Master Subscription Agreement is entered into between Cocentric Group Limited ("Cocentric"), registered in England and Wales with company number 09087499 and having its registered office a 86-90 Paul Street, London, EC2A 4NE, United Kingdom, and the client organisation identified in the applicable Order Form ("Client"). This Agreement governs Client’s use of the Connect by Cocentric platform and related services. By signing an Order Form that references this Agreement, Client agrees to be bound by these terms.

1. Definitions

For the purposes of this Agreement:

• “Agreement” means this Master Subscription Agreement and any Order Form(s) entered into between the parties.
• “Authorised User” means an employee, contractor, or agent of Client who is authorised to access and use Connect in accordance with this Agreement and the Order Form.
• “Client Data” means any electronic data or information submitted, stored, or transmitted by Client or Authorised Users through Connect.
• “Confidential Information” means all non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written, or digital, and whether or not marked as confidential.
• “Connect” means the Connect by Cocentric platform and related services provided under this Agreement.
• “Documentation” means user guides, release notes, and other materials provided by Cocentric describing the features and operation of Connect.
• “Effective Date” means the date of last signature on the first applicable Order Form that references this Agreement.
• “Order Form” means a written order executed by both parties that references this Agreement and sets out the commercial details (including fees, users, term, and scope of services).
• “Subprocessor” means a third party engaged by Cocentric to process Client Data in connection with the provision of Connect.
• “Term” means the initial and renewal subscription periods specified in the applicable Order Form.

2. Provision of Services

Cocentric agrees to provide the Connect services to the Client for the Term, as defined and specified in the applicable Order Form, in accordance with this Agreement and the Order Form.

3. Client Obligations

The Connect service is provided for Client’s internal business purposes only. Client shall ensure that only Authorised Users access the service and shall be responsible for all use by such users. Client shall:

• (i) provide accurate and lawful Client Data;
• (ii) comply with all applicable laws (including data protection, export controls, and anti-bribery laws);
• (iii) not introduce unlawful or harmful data;
• (iv) assign Authorised Support Contacts;
• (v) remain responsible for acts and omissions of all Authorised Users; and
• (vi) ensure that login credentials are only issued to Authorised Users, are not shared between users, and are kept secure. 

The Client shall be responsible for any unauthorised access or use of Connect resulting from its failure to safeguard credentials. 

4. Fees and Payment

1. Fees are set out in the applicable Order Form. Fees are invoiced annually in advance unless otherwise agreed.
2. Annual Innovation Adjustment: All license fees increase by five percent (5%) on each anniversary of the Effective Date.
3. Overage: If active user numbers exceed the licensed volume by more than ten percent (10%), additional users will be billed at the standard per-user rate.
4. Taxes: Fees exclude taxes, levies, duties, or similar governmental assessments. Client is responsible for all such taxes.
5. Payment: Invoices are payable within thirty (30) days. Late payments may accrue interest at 4% above the Bank of England base rate.
6. Suspension and Termination: Cocentric may suspend services on 30 days’ written notice if invoices remain unpaid or in cases of material misuse, and may suspend immediately in cases of security threats, unlawful use, or urgent risk to the service or other customers. If any undisputed fees remain unpaid for more than sixty (60) days after the due date, Cocentric may terminate this Agreement and the applicable Order Form with immediate effect on written notice.
   
   

5. Service Usage

Cocentric will provide the Connect service in accordance with this Agreement, the Documentation, and the applicable Order Form. Client shall not:

• (i) reverse engineer or disassemble Connect;
• (ii) use Connect to build a competing service;
• (iii) sublicense, resell, or transfer the service;
• (iv) remove proprietary notices; or
• (v) interfere with the service’s operation.

6. Intellectual Property

All intellectual property rights in Connect remain with Cocentric and its licensors. Client retains ownership of Client Data.

Client hereby grants Cocentric a non-exclusive, royalty-free licence to use any Client intellectual property and Client Data solely to the extent necessary for Cocentric to provide the Services as detailed in the applicable Order Form.

Cocentric hereby grants Client a limited, non-transferable, non-exclusive licence for Authorised Users to access and use Connect during the Term, in accordance with this Agreement and the applicable Order Form.

Cocentric may use aggregated and anonymised usage statistics derived from Client’s use of Connect to improve and administer the service, provided such data does not identify the Client or any individual.

7. Data Protection and Subprocessors

Client is the data controller and Cocentric is the data processor. Cocentric will process Client Data in compliance with GDPR, the UK Data Protection Act, and applicable laws. Data is hosted in Microsoft Azure data centres (ISO 27001 and SOC 2 certified) and protected by encryption at rest and in transit. Cocentric is certified under ISO/IEC 27001:2022.

Cocentric may engage subprocessors (e.g. hosting and SMS providers) to deliver the service. Cocentric remains responsible for subprocessors and will impose equivalent data protection obligations. Client may request notice of changes to subprocessors and may reasonably object to new subprocessors.

8. Support and Service Levels

Cocentric will provide support services as described in the applicable Order Form, including access to a help centre, ticketing system, and troubleshooting. Target service availability is 99.9% excluding planned maintenance. Support response times apply only where the Client has submitted requests via the agreed support process and has provided sufficient information to enable Cocentric to investigate and reproduce the issue.

9. Warranties

Cocentric warrants that:

• (i) the Connect service will materially conform to its Documentation;
• (ii) the service’s functionality will not be materially reduced during a subscription term; and
• (iii) services will be provided with reasonable skill and care.

Except as expressly stated in this Agreement, the service is provided “as is” without additional warranties. Cocentric does not warrant, represent, or guarantee the performance, accuracy, or reliability of any third-party intellectual property (including open source software) that may be incorporated into or used with Connect.

10. Indemnities

1. Cocentric Indemnity Cocentric shall indemnify Client against any claim that Connect, when used in accordance with this Agreement, infringes third-party intellectual property rights, provided that Client promptly notifies Cocentric of the claim, grants Cocentric sole control of the defence and settlement, and provides reasonable cooperation.
2.  Client Indemnity Client shall indemnify Cocentric against any claim, loss, liability, cost, or expense arising from: (i) Client Data; (ii) misuse of the Services by Client or its Authorised Users; (iii) Client’s breach of this Agreement; (iv) Client’s breach or infringement of Cocentric’s intellectual property rights; or (v) any claim alleging infringement of third-party intellectual property rights caused by Client’s misuse of Connect. 
   
   

11. Liability

Neither party may limit or exclude its liability for death or personal injury caused by negligence, fraud, or wilful misconduct.

Subject to the above, Cocentric’s total aggregate liability under this Agreement shall not exceed the fees paid by Client in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for indirect, special, or consequential losses or for loss of profits, revenue, or anticipated savings.

12. Term and Termination

This Agreement shall commence on the Effective Date and shall remain in force until there are no current Order Forms between the parties. The Term for each Order Form shall be as set out in that Order Form.

Either party may terminate this Agreement or any Order Form: (i) on thirty (30) days’ written notice if the other party materially breaches this Agreement and fails to remedy within that period; (ii) immediately if the other party becomes insolvent, enters administration, or is subject to bankruptcy or similar proceedings; (iii) immediately if a regulator or applicable law prevents provision of the Services; or (iv) by Cocentric, on not less than ninety (90) days’ written notice, in respect of Connect only, where Cocentric elects to discontinue the service.

On expiry or termination of an Order Form, Client may request data export within thirty (30) days. Cocentric will delete Client Data thereafter, except as required by law, and will provide data in a standard extract format (e.g. CSV) unless otherwise agreed.

13. Confidentiality

12.1 Obligations. Each party agrees to treat as confidential all Confidential Information received from the other party in connection with this Agreement. The receiving party shall not disclose such information to any third party except to its employees, contractors, or professional advisers who need to know it for the purposes of this Agreement and are bound by confidentiality obligations no less restrictive than those set out here.

12.2 Exclusions. Confidential Information does not include information that the receiving party can demonstrate: (i) was already in its lawful possession before disclosure; (ii) is or becomes publicly available without breach of this Agreement; (iii) is lawfully disclosed by a third party without restriction; or (iv) is independently developed without use of the other party’s Confidential Information.

12.3 Compelled Disclosure. A party may disclose Confidential Information if required to do so by law, regulation, or court order, provided that (where legally permissible) it gives the other party prompt written notice and cooperates with any reasonable efforts to challenge or limit the disclosure. 12.4 Survival. The confidentiality obligations in this clause survive termination of this Agreement for a period of three (3) years.

14. Publicity

Client grants Cocentric the right to use Client’s name and logo in marketing materials, case studies, and on Cocentric’s website, unless Client opts out in writing.

15. Insurance

Cocentric will maintain appropriate insurance, including professional indemnity and cyber liability, for the duration of this Agreement. The Client shall not do, or fail to do, anything which would reasonably be expected to invalidate or prejudice the benefit of such insurance.

16. Dispute Resolution

In the event of a dispute, the parties shall first attempt resolution at an operational level, then escalate to senior executives. If unresolved, the parties will attempt mediation before commencing court proceedings.

17. General Provisions

This Agreement and any Order Form together constitute the entire agreement between the parties and supersede all prior agreements. In the event of any conflict or inconsistency between this Agreement and an Order Form, the Order Form shall take precedence.

Neither party may assign this Agreement without written consent, except in the case of merger or acquisition.

Neither party is liable for delays caused by force majeure events beyond reasonable control.

If any provision of this Agreement is held invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

No third party has any rights under this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

Where Cocentric provides related services (including support, hosting, and integrations), such services shall be delivered in accordance with the SLAs, policies, and processes referenced in the applicable Order Form or Documentation.

18. Governing Law and Jurisdiction

This Agreement is governed by the laws of England. The courts of England have exclusive jurisdiction.