Terms

Master Services Agreement

1 - Parties and Structure

This Master Services Agreement (“Agreement”) is between Kandour Growth Partners Ltd (Company No: 16013844) and the entity identified as the “Client” in an associated Statement of Work (“SOW”).
The individual signing on behalf of the Client warrants that they are an authorised representative with the power to bind the Client to these terms. This Agreement, along with any executed SOW, forms the entire legally binding agreement between the Parties.
This Agreement governs the framework of the relationship. In the event of a conflict between this Agreement and an SOW, the SOW shall prevail for that specific engagement.
This Agreement shall commence on the "Effective Date" (as defined in this agreement) and shall remain in force until all Services under active SOWs are completed, or until terminated in accordance with this agreement.

2 -Definitions

In this Agreement, unless the context otherwise requires, terms shall have the respective meanings given to them:

Agreement means this Master Service Agreement and this Statement of Work which includes all schedules, exhibits, and amendments hereto;
Business day means Monday - Friday (other than a Saturday, Sunday, or public holiday);
Client Materials means all documents, information, items and materials in any form, whether owned by Client or a third party, which are provided by Client to the Consultant in connection with the Services;
Confidential Information means any information, data, or materials of a confidential or proprietary nature, including but not limited to trade secrets, know-how, business plans, financial information, customer lists, and technical information, disclosed by one Party to the other Party, whether orally, in writing, or by any other means, and which is marked as "confidential" or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure;
Effective Date means the date specified as the Effective Date in the Statement of Work, or if no such date is specified, the date of the last signature
Fees means the fees payable by the Client to the Consultant for the Services, as set forth in the applicable Statement of Work;
Force Majeure Event means any circumstance beyond a Party’s reasonable control, including acts of God, war, pandemic, government action, or significant accidents/illness involving the Consultant’s key personnel or critical equipment.
Intellectual Property Rights means patents, trademarks, service marks, trade names, copyrights, trade secrets, and other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for any of the foregoing;
Services means the services to be provided by the Consultant to the Client, as described in the applicable Statement of Work;
Statement of Work or SOW means a document that describes the specific Services to be provided, the Fees, and any other relevant terms and conditions, which shall be incorporated into and form part of this Agreement;
Milestones a date by which a part or all of the Services is to be completed, as set out in a Statement of Work.
VAT value added tax or any equivalent tax chargeable in the UK or elsewhere.
Term means the duration of this Agreement, as specified in section 19 and the applicable statement of work.

3 - Obligations of the Consultant

The Consultant shall use reasonable endeavours to manage and complete the Services and provide the Deliverables, in accordance with a Statement of Work in all material respects.
The Consultant will make reasonable efforts to meet any Milestones specified in the Statement of Work. However, any dates provided are estimates, and failure to meet these dates will not be considered a breach of this Agreement.
The Consultant shall provide the Client with reasonable notice of any planned periods of unavailability (e.g., holidays). During such periods, any Milestones or delivery dates shall be extended by a duration equivalent to the absence. Such absence shall not constitute a breach of this Agreement.
Any assistance or support provided by the Consultant that is not expressly outlined in an active Statement of Work is provided at the Consultant's sole discretion. The provision of such support on one occasion does not create an ongoing obligation or a variation of the agreed Services.
Where an SOW includes "Unlimited Support" or asynchronous advisory services, the Consultant shall provide such support on a "one-at-a-time" basis. The Consultant’s obligation to action a new request is contingent upon the previous request being handled; for the purposes of this Agreement, a "request" is defined as a query relating to one specific sales lead, deal, or topic, and any communication containing multiple distinct queries may be handled by the Consultant as separate, sequential requests.
The Consultant shall endeavour to respond to asynchronous support requests as quickly as reasonably possible during standard business hours, excluding periods of holiday or unavailability, but provides no guarantees regarding response times or specific service level agreements (SLAs). A request is considered "handled" once the Consultant has provided an initial response, and any further follow-up questions from the Client on that same topic will be treated as a new request to be placed in the Consultant’s active queue.
The Consultant’s delivery of asynchronous support is limited to the provision of tactical advice and guidance and does not create an obligation to produce custom resources, copywriting, or operational deliverables. The Consultant reserves the right to prioritize, limit, or temporarily suspend these services if the Client’s volume of requests is deemed by the Consultant to be manifestly unreasonable or if it impacts the Consultant’s ability to meet obligations under other active Statements of Work.

4 - Obligations of the Client

The Client shall cooperate with the Consultant, promptly providing necessary materials and assistance for the Consultant to perform the Services. The Client is responsible for ensuring all legal and operational requirements are met, including necessary permissions and documentation.
The Client must ensure that their representatives, employees, or agents behave professionally. Disruptive or abusive behavior may result in suspension or termination of Services, with full charges remaining payable.
If the Consultant's performance is delayed or prevented by the Client or their agents, the Consultant will be granted an extension of time equal to the delay.
The Client agrees that the Consultant may record video calls (e.g., via Zoom) for service review and delivery purposes.
The Client shall designate a single primary point of contact who shall have the authority to provide instructions, information, and approvals on behalf of the Client. The Consultant shall be entitled to rely on the instructions of this designated individual as being the final and authorized position of the Client.
To avoid delays, the Consultant may impose deadlines for meetings or inputs. Failure to meet deadlines may result in earlier payment requests or suspension of Services until the Client complies.
Failure to attend scheduled sessions or use provided resources does not relieve the Client from full payment obligations.
The Client will fully indemnify the Consultant against any claims or costs arising from the Client’s failure to meet their responsibilities.
Where Services are provided on a recurring monthly basis as specified in an SOW, the Client’s entitlement to the specified number of sessions, hours, or deliverables is strictly limited to the relevant monthly billing cycle and any unused portions of that allocation shall not roll over, accumulate, or carry forward to subsequent months.
All unused services are automatically forfeited at the end of each monthly period without exception, and the Client remains liable for the full monthly Fees regardless of whether the allocated Services were fully utilized, with no refunds, credits, or price reductions provided for such unused services.
The Consultant’s obligation to provide the monthly services is contingent upon the Client booking or requesting them within the current period, and any failure by the Client to do so results in the immediate expiry of those services at the conclusion of that month.
The Client must provide at least 48 hours’ notice (in writing or via the Consultant’s booking system) to cancel or reschedule a session. Any session cancelled or rescheduled with less than 48 hours’ notice shall be deemed "delivered" for billing purposes, and the Consultant shall have no obligation to rebook or refund the session.
Where valid notice (48 hours or more) is provided, the Consultant shall make reasonable efforts to reschedule the session within the same monthly billing cycle, subject to availability. If the Client fails to rebook the session within the current month, or if no mutually suitable time can be found despite the Consultant’s reasonable availability, the session is forfeited in accordance with the "No Rollover" policy.
The Consultant reserves the right to reschedule sessions due to illness or unforeseen circumstances by providing as much notice as reasonably possible. In the unlikely event that the Consultant cancels and is unable to offer a suitable alternative time within a reasonable period, the Client shall be entitled to a pro-rata refund or a credit towards a future invoice for that specific session.
If the Client arrives late to a scheduled session, the session shall still finish at the originally scheduled time to prevent impact on other clients. If the Client is more than 15 minutes late without notice, the Consultant may treat the session as a "No Show" and cancel it, with the session deemed delivered and non-refundable.

5 - Relationship of Parties

The Parties agree that the Services are provided on a business-to-business basis; the Consultant is not an employee and provides the Services as an independent contractor. This Agreement is a contract for services and does not create an employment relationship, partnership, or joint venture. Neither Party has the authority to bind the other.
The Consultant shall have full control over the methods, decision-making, and timing of the Services. While the Consultant will remain responsive to the Client’s reasonable needs, they shall work autonomously and not under the direct supervision or control of the Client.
The Consultant is solely responsible for all taxes, National Insurance contributions, and benefits related to their personnel. The Consultant shall provide all equipment and tools necessary to perform the Services.
Services will be performed remotely from a location of the Consultant’s choosing. Any requirement to work from a Client-specified location must be agreed in writing and may incur additional travel and subsistence expenses.
The Consultant reserves the right to assign various personnel to provide the Services and may, at its discretion, provide a substitute of equivalent expertise to perform the Services, provided that the Consultant remains responsible for the quality of the output

6 - Change Management

Either Party may request changes to the Services, an SOW, or the terms of this Agreement.
The Parties shall negotiate in good faith any adjustments to Fees or timelines resulting from a change. If no agreement is reached, the current SOW remains unchanged.
If a change affects the delivery schedule, the Consultant shall be granted a reasonable extension to complete the revised scope without penalty.
If changes are required by law or safety regulations and do not significantly alter the scope or fees, the Client shall not unreasonably withhold or delay consent.

7 - Fees and payment

The Client shall pay the Fees set forth in the applicable Statement of Work (SOW). Unless otherwise specified, Fees are exclusive of VAT, which shall be added to the invoice at the prevailing rate.
The Consultant shall invoice monthly or upon reaching specified milestones. If no schedule is defined in the SOW, the Consultant may invoice the full amount upon the signing of the SOW. Each invoice shall include a breakdown of Fees, VAT, and any pre-approved expenses.
The Client shall pay all undisputed Fees within 15 days of the date of the invoice, unless a different period is agreed in the SOW. All payments shall be in GBP via electronic bank transfer to the account designated on the invoice.
The Client must notify the Consultant in writing of any dispute within 7 days of receipt of an invoice, specifying the nature of the dispute. The Client shall pay the undisputed portion by the original due date. Failure to notify within 7 days constitutes acceptance of the invoice in full.
The Consultant may periodically adjust Fees to reflect changes in market conditions, provided any such adjustments are notified to the client with 45 days notice.
The Consultant reserves the right to require a deposit or prepayment before commencing or continuing work on any SOW.
The Client shall pay all amounts due in full without any set-off, counterclaim, or deduction.
The Client shall reimburse reasonable out-of-pocket expenses at cost, provided that items over £25 are pre-approved in written communication. Expenses will be invoiced monthly with supporting receipts and are payable on the same terms as Fees.

8 - Late Payment and Suspension

If the Client fails to pay any undisputed Fees by the due date, the Consultant reserves the right to charge interest on the overdue amount at the rate of 5% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment.
If any invoice remains unpaid for more than 7 days after its due date, the Consultant may, upon written notice:

Suspend all Services and the delivery of any Deliverables until all outstanding amounts (including interest) are paid in full; and
Charge a fixed administrative recovery fee of £50 to cover the costs associated with credit control and service suspension.

The Consultant shall not be liable for any delays or losses resulting from such suspension.

9 - Disclaimer of Results

The Consultant shall provide the Services and Deliverables using reasonable skill and care based on their expertise and the information provided by the Client. While the Consultant aims to achieve positive outcomes, the Client acknowledges that actual results are dependent on the Client’s implementation and external market factors beyond the Consultant’s control. Consequently, the Consultant does not guarantee specific commercial outcomes or performance improvements.
All Services and Deliverables must be paid for in full, regardless of the Client’s subjective satisfaction.
The Consultant may, at its discretion, make reasonable minor edits to Deliverables within the original scope of the SOW. Any adjustments or revisions beyond the original scope shall be subject to additional charges at the Consultant’s standard rates.
The Consultant utilizes third-party software, platforms, and AI tools to perform the Services. The Consultant shall not be liable for any service interruptions, data inaccuracies, or security breaches caused by such third-party providers, provided the Consultant has exercised reasonable care in selecting such tools.
Deliverables shall be deemed accepted by the Client if no written objection is received by the Consultant within 10 business days of delivery. Once accepted or deemed accepted, the relevant Fees become non-refundable and the Deliverable is considered complete.

10 - Refunds

Payments are non-refundable, except in cases of material breach by the Consultant or where deliverables are demonstrably incomplete.

11 - Intellectual Property (IP)

Each Party retains ownership of any IP owned before this Agreement or developed independently. This includes the Consultant’s proprietary sales methodologies, frameworks, coaching models, and standard templates ("Background IP"). The Consultant grants the Client a royalty-free, non-exclusive license to use any Background IP embedded in the Deliverables solely for the Client's internal business purposes.
All IP created specifically for the Client ("Deliverables") shall be assigned to the Client upon the Consultant’s receipt of full and final payment of all undisputed Fees relating to those Deliverables. Until such payment is received, the Consultant grants the Client a temporary, revocable license to use the Deliverables solely for evaluation purposes.
The Client grants the Consultant a non-exclusive, royalty-free license to use the Client’s name and logo in marketing materials and case studies. This license shall survive termination of this Agreement but may be revoked by the Client at any time upon 30 days’ written notice. The Consultant shall obtain prior written approval for the publication of detailed case studies. The Consultant may also refer to the general nature of the Services provided and anonymized performance metrics achieved for the Client in its marketing materials, provided no Confidential Information of the Client is disclosed.
The Client retains ownership of all materials provided to the Consultant and warrants that such materials do not infringe third-party rights. The Client shall indemnify the Consultant against all losses arising from a breach of this warranty.

12 - Confidentiality and Reputation

Each Party shall keep the other’s proprietary information confidential and use it only to perform this Agreement. Disclosure is permitted only to employees or contractors who "need to know" and are bound by equivalent confidentiality terms.
Confidentiality does not apply to information that is in the public domain, already known to the receiving party, or independently developed. Nothing in this Agreement restricts the Consultant from using general ideas, concepts, or "know-how" gained during the Services, provided no Client Confidential Information is disclosed.
The obligations in this Section 12 shall survive for three (3) years after the termination or expiry of this Agreement.
The Parties agree not to make, publish, or allow to be made or published, any public statement (including on social media) that is disparaging, critical, or otherwise harmful to the reputation of the other Party, its employees, or its services.

13 - Data Protection

Both Parties shall comply with the UK GDPR and Data Protection Act 2018. The Client is the Controller and the Consultant is the Processor.
The Consultant shall:

process personal data only on documented instructions
ensure staff confidentiality
implement appropriate security
notify the Client of any breaches without undue delay
delete or return data upon termination unless legally required to store it.

The Client provides general authorisation for the Consultant to use sub-processors. The Consultant may transfer Personal Data outside the UK provided that appropriate safeguards (such as Standard Contractual Clauses) are in place.
The scope of processing may include the Consultant contacting data subjects via email or other channels on the Client’s behalf, strictly in accordance with the Client’s instructions and the terms of this Agreement.

14 - Non-Solicitation

Neither Party shall, during the Agreement and for 6 months after, actively solicit for employment or engagement any employee or contractor of the other Party who was involved in the Services, without prior written consent and payment of an agreed referral fee.

15 - Indemnification

Subject to the limitation of liability set out in Section 16, the Consultant shall indemnify the Client against all reasonable losses and costs (including legal fees) incurred by the Client as a result of any third-party claim that the Deliverables infringe that third party's Intellectual Property Rights.
This indemnity is subject to the Client notifying the Consultant promptly of any claim, making no admission of liability, and allowing the Consultant sole conduct of the defense or settlement.
If a claim is made, the Consultant may secure the right for the Client to continue using the Deliverable, replace or modify the Deliverable to be non-infringing, or, if neither is commercially viable, refund the fees paid for that specific Deliverable and terminate its use.
The total liability of the Consultant under this section shall be subject to the liability cap set out in the Limitation of Liability section of this Agreement.

16 - Limitation of Liability

Nothing in this Agreement limits or excludes liability for:

death or personal injury caused by negligence
fraud or fraudulent misrepresentation
any other liability that cannot be limited or excluded by law.

Subject to the above, the Consultant’s total aggregate liability to the Client (including for any non-contractual claims) shall be capped at and limited to the total Fees paid by the Client under this Agreement in the 12 months preceding the event giving rise to the claim.
The Consultant shall not be liable for:

any indirect, consequential, or special loss (including, but not limited to, loss of profit, loss of business, or loss of anticipated savings)
any delays, errors, or disruptions caused by third-party software, platforms, or tools utilised during the engagement
any losses arising from the Client’s failure to provide accurate or timely information or instructions
any loss or damage arising from the Client’s implementation of the Consultant’s advice or the Client's ultimate business decisions.

The Consultant shall maintain appropriate professional indemnity insurance for the duration of the Services.
Except as expressly stated in this Agreement, all other warranties, conditions, or terms (whether express or implied by statute or common law) are excluded to the fullest extent permitted by law.

17 - Force Majeure

Neither Party shall be in breach of this Agreement for any delay or failure to perform its obligations (other than payment) resulting from a Force Majeure Event.
A Force Majeure Event shall not include:

Financial difficulties or economic hardship;
Labour disputes involving the affected Party's own staff; or
Events caused by a Party’s own negligence or wilful misconduct.

The affected Party must:

Promptly notify the other Party in writing of the event and its expected duration;
Use all reasonable efforts to mitigate the effects and resume performance as soon as possible.

Performance shall be extended by a period equal to the delay. However, the Client remains liable for all Services rendered prior to the event. If the event continues for more than 30 days, either Party may terminate this Agreement immediately upon written notice without further liability.

18 - Dispute Resolution

In the event of a dispute, the Parties shall first attempt to resolve the matter through good-faith negotiation.
If the dispute is not resolved within 30 days of the initial notification, either Party may pursue legal proceedings in accordance with the Governing Law and Jurisdiction section of this Agreement.

19 - Term and Termination

Unless otherwise stated in an SOW, the Services shall continue until terminated by either Party in accordance with this Section.
Each SOW shall specify its own commencement date and any minimum commitment period (e.g., an initial 3-month term).
Following the completion of any minimum commitment period, either Party may terminate at the end of the minimum commitment period by providing at least 30 days' notice prior to its expiry.
Either Party may terminate immediately if the other Party commits a material breach (unresolved after 14 days), repeatedly breaches terms, or becomes insolvent.
The Consultant may suspend Services or terminate immediately if the Client fails to pay undisputed Fees by the due date. In such an event, the Consultant shall be entitled to retain any prepayments or deposits already paid.
Upon termination, the Consultant shall cease work and the Client shall pay for all work completed to date.
If a Statement of Work is terminated by the Client for convenience (i.e., without cause) prior to the completion of the Minimum Commitment Period or the Project Term, the Client shall pay a cancellation charge equal to 40% of the Fees remaining for the unexpired portion of the term. The Parties acknowledge and agree that this charge is a genuine pre-estimate of the loss the Consultant would suffer due to the reservation of resources and capacity that cannot reasonably be reallocated on short notice, and is not intended as a penalty.
Any transition assistance requested after termination shall be subject to the Consultant's availability and charged at the Consultant’s standard rates.

20 - Non-Exclusivity and other Activities

The Client acknowledges that the Consultant is providing the Services on a non-exclusive basis. The Consultant is a professional service provider and shall be free to provide services of a similar nature to other clients (including competitors of the Client) during and after the term of this Agreement.
The Consultant shall ensure that the provision of services to other clients does not result in a breach of the Confidentiality obligations of this Agreement.
Provided that Confidential Information is protected, the provision of services to a third party shall not, in and of itself, be deemed a conflict of interest or a breach of this Agreement.

21 - Assignment and Subcontracting

The Consultant may engage subcontractors or substitutes to perform the Services, provided the Consultant remains fully responsible for the work and ensures subcontractors comply with the confidentiality and data protection terms of this Agreement.
Neither Party may transfer their rights under this Agreement without written consent, except to a successor in interest (e.g., via merger or sale) provided prompt notice is given.

22 - Entire Agreement and Variation

This Agreement, together with any Statement of Work, constitutes the entire agreement between the Parties and supersedes all prior agreements, negotiations, and discussions relating to its subject matter.
Each Party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, or warranty (whether made innocently or negligently) that is not set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
No variation of this Agreement or a Statement of Work shall be effective unless it is in writing and signed by authorised representatives of both Parties.

23 - Severability

If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
If any provision is deemed deleted under this section, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

24 - Waivers

No failure or delay by a Party to exercise any right or remedy under this Agreement shall constitute a waiver of that right. Any waiver of a right or remedy is only effective if it is in writing and signed by the Party granting the waiver. A waiver of a breach of any term does not constitute a waiver of any subsequent breach.

25 - Rights and Remedies

The rights and remedies provided in this Agreement are in addition to, and not a replacement for, any rights or remedies available under the law.

26 - Third Party Rights

These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

27 - Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument

28 - Notices

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") and official communications shall be sent in English and via email to sebastian@kandour.io.
The notice provisions in this section do not apply to routine communications between the parties relating to the day-to-day performance of the Services or other matters that do not require formal notice under this Agreement.
It is the responsibility of the client to ensure the consultant is provided with an email address to which they can provide notice. Otherwise the email address of the clients most frequently contacted point of contact will be used.

29 - Governing Law and Jurisdiction

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. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

30 - Survival

Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect, including but not limited to Sections 7 (Fees), 11 (IP), 12 (Confidentiality), 14 (Non-Solicitation), and 16 (Limitation of Liability).