Master Services Agreement

This Master Services Agreement ("MSA") is entered into between Athenon ("Provider") and the customer identified in the applicable Order Form or Statement of Work ("Customer"). This MSA governs the ongoing relationship between the parties for the delivery of managed IT services, cybersecurity services, cloud and infrastructure solutions, and related professional services.

By signing an Order Form, Statement of Work, or Service Schedule that references this MSA, both parties agree to be bound by its terms.

1. Scope of Services

Athenon will provide the services described in each applicable Order Form, Statement of Work, or Service Schedule ("Service Documents") executed by both parties. Each Service Document forms part of and is governed by this MSA. In the event of a conflict, the Service Document shall take precedence over this MSA unless expressly stated otherwise.

Services may include, but are not limited to, managed IT support, cybersecurity services, cloud hosting and infrastructure, Microsoft 365 management, backup and disaster recovery, connectivity, and strategic advisory services.

2. Term

This MSA is effective from the date of the first signed Service Document and continues until terminated by either party in accordance with these terms. Individual service terms, minimum periods, and renewal conditions are governed by the applicable Service Document.

3. Fees and Payment

Fees for services are set out in the relevant Service Document. Unless otherwise stated, recurring managed services are billed monthly in advance and project-based or professional services are billed as agreed in the relevant Service Document.

All fees are exclusive of applicable taxes, including VAT. Payment is due within 14 days of the invoice date. Athenon reserves the right to charge interest on overdue balances and to suspend services where payment is not received after reasonable notice.

4. Service Levels

Where service level commitments apply, they will be set out in the applicable Service Schedule or Service Level Agreement. Athenon will use commercially reasonable efforts to meet agreed service levels but does not guarantee uninterrupted service where failures arise from circumstances outside its reasonable control, including third-party infrastructure, Customer systems, or force majeure events.

5. Customer Obligations

The Customer agrees to provide timely access to systems, personnel, information, and environments reasonably required for Athenon to deliver services. The Customer is responsible for maintaining appropriate internal security controls, user access policies, and compliance with applicable laws, except where these obligations are expressly included within the agreed service scope.

The Customer will promptly notify Athenon of any known or suspected security incidents, service disruptions, or material changes to their IT environment that may affect the delivery of services.

6. Intellectual Property

All intellectual property rights in tools, methodologies, software, templates, and documentation developed or used by Athenon in delivering services remain the property of Athenon or its licensors. The Customer is granted a non-exclusive licence to use deliverables produced specifically for them solely for their internal business purposes, subject to payment of all applicable fees.

Third-party software, licences, and cloud subscriptions procured on behalf of the Customer are subject to the applicable vendor or publisher terms and conditions.

7. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed by the other party in connection with this MSA and not to disclose it to third parties without prior written consent, except where required by law or a competent authority. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, or that was independently known before disclosure.

These confidentiality obligations survive termination of this MSA for a period of three years.

8. Data Protection

Both parties will comply with applicable data protection legislation in connection with the performance of this MSA. Where Athenon processes personal data on behalf of the Customer, the parties will execute a Data Processing Agreement in accordance with applicable requirements.

Athenon will implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage.

9. Limitation of Liability

Nothing in this MSA excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

Subject to the above, neither party shall be liable to the other for any indirect, consequential, special, or punitive losses, including loss of profit, revenue, data, or business opportunity.

Athenon's total aggregate liability under this MSA in any 12-month period shall not exceed the total fees paid by the Customer during that same period for the affected services.

10. Termination

Either party may terminate this MSA or any individual Service Document by providing written notice in accordance with the notice period specified in the relevant Service Document. Where no notice period is stated, a minimum of 90 days' written notice applies for recurring services.

Either party may terminate immediately on written notice if the other party commits a material breach that is not remedied within 30 days of written notice, or if the other party becomes insolvent, enters administration, or ceases to trade.

On termination, the Customer will pay all outstanding fees including charges accrued to the termination date, any committed third-party costs, and reasonable costs associated with transition assistance.

11. Force Majeure

Neither party shall be in breach of this MSA or liable for any delay or failure to perform its obligations to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including natural disaster, acts of government, power failure, internet or telecoms outage, or cyber incidents affecting third-party infrastructure.

12. Amendments and Entire Agreement

This MSA, together with all applicable Service Documents, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior discussions, representations, and agreements.

This MSA may only be amended by a written instrument signed by authorised representatives of both parties. No waiver of any term shall constitute a waiver of any other term.

13. Governing Law

This MSA shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising under or in connection with this MSA, unless otherwise agreed in writing.

For queries regarding this Master Services Agreement, please contact legal@athenon.io.