AUXAURA / GENERATION IT GROUP – TERMS AND CONDITIONS

DOCUMENT CONTROL

Supplier entities (for reference)

The contracting Supplier is the entity named in the applicable Service Schedule and/or SOW:

United Kingdom
Generation IT Group Ltd (Company No. 14749811)
Ludgate House, 107–111 Fleet Street, London, England, EC4A 2AB

South Africa
Generation IT Group (Pty) Ltd (Company No. 2021/967452/07)
Unit 5 Frangipani Park, 235 Frangipani Street, La Montagne, Pretoria, Gauteng, 0184

United Arab Emirates
Auxaura Technologies FZCO (Trade Licence / Reg No. 15692)
Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates

1. INTERPRETATION

• Definitions

In this Agreement the following definitions apply:

• Agreement means these Terms and Conditions together with any Service Schedule(s), SOW(s), accepted quote(s) and other documents incorporated in accordance with clause 2.
• Business Day means a day (other than a Saturday, Sunday or public holiday) in the jurisdiction of the Supplier named in the applicable Service Schedule (or as otherwise stated in that Service Schedule).
• Business Hours means the hours during which the Supplier is contracted to deliver the Services, as specified in the relevant Service Schedule and/or SOW (or, if not specified, 09:00 to 17:00 local time on Business Days, excluding public holidays).
• Charges means the fees payable for the Services as set out in the relevant Service Schedule, SOW and/or accepted quote.
• Client means the customer identified in the relevant Service Schedule or SOW.
• Confidential Information has the meaning set out in clause 8.
• Deliverables means the deliverables to be provided under a Service Schedule and/or SOW.
• Effective Date means the date the Agreement is signed (or, if signed on different dates, the later date).
• Commencement Date means the service commencement date stated in the relevant Service Schedule and/or SOW (or, if none is stated, the Effective Date).
• Data Protection Legislation means all applicable data protection and privacy laws and regulations relevant to the Services and the Parties, including any implementing laws and guidance issued by a competent authority.
• Personal Data, Controller and Processor have the meanings given in the Data Protection Legislation.
• Service Schedule means a schedule describing the Services, service levels (if any), and specific charges/ terms if relevant
• Statement of Work or SOW means a written statement executed by both Parties detailing Services, Deliverables, acceptance criteria and pricing.
• Supplier means the Auxaura/Generation IT Group entity identified in the relevant Service Schedule or SOW.
• Supplier Background IP means intellectual property owned or licensed by Supplier existing prior to, or developed independently of, the Services and Deliverables.
• Client Foreground IP means intellectual property created specifically for the Client as part of the Deliverables under a SOW and/or Service Schedule, excluding Supplier Background IP and third-party materials.
• Initial Term means the initial term stated in the applicable Service Schedule or SOW. Where no term is stated in the applicable Service Schedule or SOW, the Initial Term shall be thirty-six (36) months from the Commencement Date.

1.2   Parties

• Supplier and Client are each a Party and together the Parties.

2. CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE

2.1 Framework
This Agreement sets out the overarching terms and conditions governing all Services provided by Supplier. It applies to, and underpins, all Service Schedules, SOWs, accepted quotes and proposals issued by Supplier and accepted by Client.

2.2 Order of precedence
If there is any conflict or inconsistency between documents, the following order of precedence applies. For service-specific matters (including scope of Services, service levels/SLAs, acceptance criteria, Charges/pricing, and service term/renewal), the relevant Service Schedule and/or SOW (and any accepted quote and/or proposal incorporated into them) shall prevail over these Terms and Conditions to the extent of the conflict. For all other matters, these Terms and Conditions prevail unless the relevant document expressly states that it overrides these Terms and Conditions and is signed by authorised representatives of both Parties:

• the relevant Service Schedule;
• the relevant SOW;
• the accepted quote and/or proposal (as applicable);
• these Terms and Conditions.

2.3 No variation by purchase orders
No purchase order or similar client document shall amend, vary or supersede this Agreement unless incorporated by a written change order signed by authorised representatives of both Parties.

2.4 No other terms incorporated
No separate standard terms and conditions (including client procurement terms, portal terms, or any other external terms) are incorporated into this Agreement unless expressly attached to the applicable Service Schedule and/or SOW, the precedence impact is explicitly stated, and the document is signed by authorised representatives of both Parties. This clause does not prevent the pass-through of Third-Party Materials terms in accordance with clause 7.

3. SERVICES AND SERVICE SCHEDULES

3.1 Supplier shall provide the Services described in the applicable Service Schedule(s) and/or SOW(s) in accordance with this Agreement.

3.2 Each Service Schedule shall specify (as applicable): scope, service levels (if any), remedies/service credits (if any), Charges, billing frequency, dependencies, assumptions and any regulatory or local law requirements.

3.3 Any service levels, remedies and service credits apply only where set out in the relevant Service Schedule and only in accordance with that Service Schedule. Nothing in these Terms and Conditions creates, amends or guarantees any service level unless expressly stated in the applicable Service Schedule.

4. STATEMENTS OF WORK, QUOTES AND PROPOSALS

4.1 Each SOW and/or Service Schedule becomes binding when signed by authorised representatives of both Parties (or otherwise accepted in writing where the document permits).

4.2 Where a SOW conflicts with this Agreement, the order of precedence in clause 2 applies.

4.3 A SOW may not vary terms relating to limitation of liability, IP ownership or data protection unless the variation is explicit, states it overrides this Agreement, and is signed by authorised representatives of both Parties.

5. CHARGES, PAYMENT AND SUSPENSION

5.1 Charges and taxes
Charges are payable in accordance with the applicable Service Schedule, SOW and/or accepted quote. Charges are exclusive of VAT and any other applicable taxes or duties, which shall be payable by the Client.

5.2 Payment terms
Invoices are payable within fourteen (14) days of the invoice date unless otherwise agreed in the applicable Service Schedule or SOW.

5.3 No set-off
Client shall pay all undisputed amounts in full without set-off, counterclaim, deduction or withholding, except where required by law or where the amount is the subject of a bona fide dispute notified to Supplier in writing with reasonable detail.

5.4 Late payment
If Client fails to pay any undisputed amount when due, Supplier may give written notice requiring payment within ten (10) Business Days. If payment is not received within that period, Supplier may:
a) charge interest on overdue amounts at the lower of (i) 4% per annum above the applicable central bank/base rate in the jurisdiction/currency of invoicing, or (ii) the maximum permitted by law, calculated daily; and
b) recover reasonable debt recovery costs; and/or
c) suspend the affected Services directly related to the unpaid Charges, after escalation to the Client’s authorised contact. Services designated as critical/essential in the applicable Service Schedule shall not be suspended without an additional five (5) Business Day cure period.

5.5 Effect of suspension
Suspension does not relieve Client of its obligation to pay Charges. Supplier will use reasonable endeavours to minimise disruption when exercising suspension rights.

5.6 Price review and CPI
The Supplier may review and adjust the Charges no more than once in any twelve (12) month period by giving the Client at least thirty (30) days’ written notice. Unless otherwise agreed in the applicable Service Schedule or SOW, any increase shall be calculated by reference to the Consumer Price Index (CPI) (or successor index) published by the relevant national statistics authority for the jurisdiction and currency of the invoicing entity, measured over the preceding twelve (12) months (or nearest available comparable period). If CPI is negative, the Supplier will not reduce Charges unless expressly agreed.

5.7 Default by the Client
If the Client fails to comply with this Agreement (including failing to provide access, information, approvals or cooperation reasonably required), and such failure materially prevents or delays the Supplier’s performance, the Supplier shall be relieved from performing the affected obligations to the extent and for so long as the failure continues. The Supplier will notify the Client in writing, in reasonable detail, of the failure and its effect (or anticipated effect) on the Services and/or Deliverables. During such period the Supplier may suspend the affected Services and/or re-plan delivery, and the Client shall remain responsible for Charges and any reasonable additional costs incurred as a result of the failure. The Supplier shall use reasonable endeavours to mitigate the impact of the Client’s failure.

6. ACCEPTANCE AND CHANGE CONTROL

6.1 Acceptance
Services and Deliverables shall be accepted in accordance with the acceptance criteria set out in the applicable SOW and/or Service Schedule.

6.2 Change control
Any change to scope, price, timelines, assumptions or dependencies shall be agreed via a written change order signed by authorised representatives of both Parties.

7. INTELLECTUAL PROPERTY, LICENSING, THIRD-PARTY MATERIALS AND ESCROW

7.1 Definitions

For the purposes of this Agreement:

1. a) Supplier Background IP means all Intellectual Property Rights owned by or licensed to the Supplier before the Commencement Date, or developed independently of the Services, and/or used by the Supplier in providing the Services, including without limitation: methodologies, processes, know-how, documentation templates, playbooks, policies, tooling, scripts, automations, monitoring configurations, architectures, designs, reports, training materials, and any improvements or derivatives of the foregoing.
2. b) Client Materials means all materials, data, content, systems, software, documentation, branding, specifications and information provided by or on behalf of the Client (including Client users) to the Supplier.
3. c) Deliverables has the meaning given in clause 1 (Definitions). For the purposes of this clause 7, Deliverables may include reports, documentation, configurations, plans, or bespoke work product identified in the relevant Service Schedule and/or SOW, but exclude Supplier Background IP and any Third-Party Materials.
4. d) Third-Party Materials means any third-party or open-source software, libraries, components, platforms, services, licences, hardware firmware, vendor tools, or other third-party materials used in connection with the Services (including Microsoft, Google, AWS, Azure, hosting platforms, security tools, PSA/RMM tools, and hardware vendors).

7.2 Ownership

1. a) Supplier Background IP remains the property of the Supplier (or its licensors). Nothing in this Agreement transfers ownership of Supplier Background IP to the Client.
2. b) Client Materials remain the property of the Client (or its licensors). The Client grants the Supplier a non-exclusive, royalty-free licence during the Term to use, reproduce, and modify Client Materials solely as necessary to provide the Services and deliver the Deliverables.
3. c) Client Foreground IP (Bespoke Deliverables): Where a Deliverable is expressly identified in a Service Schedule and/or Statement of Work as a bespoke deliverable created specifically for the Client, the Intellectual Property Rights in that Deliverable (“Client Foreground IP”) shall transfer to the Client only upon receipt of full and final payment of all Charges due in respect of that Deliverable.
4. d) The Supplier retains ownership of: (i) Supplier Background IP; (ii) any general skills, ideas, concepts, know-how and techniques used or developed in providing the Services; and (iii) any deliverables or materials that are not expressly identified as bespoke Client Foreground IP.

7.3 Licence to use Deliverables

Subject to clause 7.2(c) and payment of all applicable Charges, the Supplier grants the Client a non-exclusive, worldwide, perpetual, royalty-free licence to use the Deliverables (and any Client Foreground IP comprised in them) for the Client’s internal business purposes only.

This licence does not permit the Client to:
a) resell, distribute, commercialise, or make the Deliverables available to any third party (including as a service bureau);
b) sublicense the Deliverables, except to the Client’s Affiliates and professional advisers/contractors solely for the Client’s internal use, provided they are bound by confidentiality obligations no less protective than this Agreement; or
c) reverse engineer, decompile, or attempt to derive source code except to the extent such restriction is prohibited by law.

7.4 Licence to Supplier Background IP

Subject to payment, the Supplier grants the Client a non-exclusive, non-transferable licence to use Supplier Background IP only to the extent required for the Client to receive and use the Services and/or the Deliverables for its internal business purposes, during the Term (and thereafter only where embedded in a Deliverable or required to use the Deliverable).

For clarity, the Client has no right to receive any underlying source code, scripts, tooling, playbooks, configurations, templates or methodologies that constitute Supplier Background IP, except to the extent expressly agreed in writing in a Service Schedule and/or Statement of Work.

7.5 Managed Services, configurations and environments

1. a) Where the Supplier configures, administers, monitors, or manages systems, tenants, networks, endpoints, hosting environments, cloud resources, security controls, or similar (whether Supplier-provided or Client-provided), the Client acknowledges that such work may incorporate Supplier Background IP and Third-Party Materials.
2. b) Unless otherwise stated in a Service Schedule and/or Statement of Work, the Client receives the benefit of the Services and the resulting configured environment, but the Supplier does not assign ownership of its underlying methods, templates, standard configurations, scripts, or tools used to deliver the Services.

7.6 Third-party components, software and licences

1. a) Third-Party Materials are licensed to the Client under the relevant third-party terms, not under this Agreement. Ownership of Third-Party Materials remains with the relevant third party.
2. b) Where the Supplier resells, provisions, or facilitates Third-Party Materials (including software subscriptions, cloud services, hosting, security tooling, or licences), the Client agrees to comply with the applicable third-party terms and acknowledges that the Supplier may be required to enforce vendor terms, suspend access, or pass through vendor restrictions.
3. c) The Supplier is not responsible for any breach of third-party terms caused by the Client, its users, or its environment, including misuse, over-deployment, sharing credentials, or use outside permitted scope.
4. d) To the extent the Supplier is required to identify third-party obligations, it shall do so on a reasonable efforts basis and only where known and relevant to the Services being provided.

7.7 Hardware and equipment

1. a) Title to hardware supplied by the Supplier shall pass in accordance with the commercial terms set out in the applicable quote, Service Schedule or Statement of Work.
2. b) All Intellectual Property Rights in hardware, firmware, embedded software, and associated documentation remain with the manufacturer and/or its licensors, and the Client’s use is subject to the manufacturer’s terms.

7.8 Intellectual Property infringement

1. a) The Supplier does not warrant that the Services, Deliverables, or Third-Party Materials will be free from infringement of third-party rights in all circumstances.
2. b) If a third-party claim is made alleging that the Deliverables (excluding Client Materials and Third-Party Materials) infringe third-party Intellectual Property Rights, the Supplier may, at its option and expense:
   i) procure the right for the Client to continue using the affected Deliverable;
   ii) modify or replace the affected Deliverable so it is non-infringing without materially reducing functionality; or
   iii) if (i) and (ii) are not reasonably practicable, terminate the affected Deliverable/SOW and refund the portion of Charges paid for the affected Deliverable that relates to the unusable part, pro-rated over its intended useful life where relevant.
3. c) This clause 7.8 shall not apply to claims arising from: (i) Client Materials; (ii) Client instructions or specifications; (iii) Third-Party Materials; (iv) use outside scope; (v) modification by anyone other than the Supplier; or (vi) combination with items not supplied by the Supplier.

7.9 Source code escrow (if agreed)

1. a) Escrow shall apply only if expressly agreed in the applicable Service Schedule or a separate escrow agreement signed by both Parties.
2. b) Any escrow costs (setup, ongoing fees, verification, updates, and release fees) shall be borne by the Client unless otherwise agreed.
3. c) Release events, scope of escrow materials, verification requirements and release mechanics shall be defined in the escrow agreement.

8. CONFIDENTIALITY

8.1 Confidentiality obligation
Each Party undertakes that it shall keep confidential and not disclose to any person the other Party’s Confidential Information, except as permitted by this clause. This obligation applies during the Term and continues indefinitely after termination or expiry.

8.2 Permitted use
A Party shall use the other Party’s Confidential Information only as necessary to exercise its rights and perform its obligations under or in connection with this Agreement.

8.3 Permitted disclosure (delivery model-friendly)
A Party may disclose the other Party’s Confidential Information to its employees, officers, representatives, contractors, subcontractors, Affiliates, professional advisers and auditors who need to know such information for the purposes of performing this Agreement, provided that it ensures such persons are bound by confidentiality obligations no less protective than those set out in this clause.

8.4 Compelled disclosure
A Party may disclose the other Party’s Confidential Information to the extent required by law, court order or any governmental or regulatory authority. Where practicable, it shall give the other Party prior written notice and cooperate (at the other Party’s cost) to seek protective measures or confidential treatment.

8.5 Exclusions
Confidential Information does not include information that the receiving Party can demonstrate:
a) is or becomes public other than through breach of this Agreement;
b) was lawfully known to the receiving Party before disclosure;
c) is independently developed without use of the disclosing Party’s Confidential Information; or
d) is lawfully obtained from a third party without restriction.

8.6 Security and return/retention
Each Party shall maintain reasonable security measures to protect the other Party’s Confidential Information from unauthorised access, use or disclosure. Upon termination or expiry, and on written request, the receiving Party shall return or securely destroy Confidential Information, except to the extent it is required to retain copies for legal, regulatory or bona fide internal compliance purposes, in which case it shall continue to protect such retained Confidential Information in accordance with this clause.

8.7 Trade secrets and sensitive information
Without limiting the generality of this clause, the Parties acknowledge that certain Confidential Information may constitute trade secrets or highly sensitive information (including credentials, security configurations, non-public pricing, commercial terms, and operational methodologies), and the confidentiality obligations in respect of such information are intended to continue indefinitely.

9. DATA PROTECTION AND SECURITY

9.1 Roles and instructions
Where Supplier processes Personal Data on behalf of Client, Client is the Controller and Supplier is the Processor (unless otherwise stated in the relevant Service Schedule or SOW). Supplier shall process Personal Data only on Client’s documented instructions.

9.2 Processing details
Each Service Schedule or SOW shall specify the subject matter, duration, nature and purpose of processing, categories of data subjects, types of Personal Data, retention periods and any special categories of Personal Data (if applicable).

9.3 Assistance
Supplier shall assist Client (to the extent required by Data Protection Legislation) with data subject rights requests and regulatory enquiries relating to Supplier’s processing. Unless required by law, such assistance shall be provided at Supplier’s reasonable cost (or as otherwise agreed).

9.4 Security measures and no guarantee
Supplier shall implement appropriate technical and organisational measures to protect Personal Data. Client acknowledges that no system can be guaranteed completely secure and Supplier does not warrant that Client systems or data will be immune from all cyber threats, unauthorised access, or vulnerabilities, particularly where arising from Client systems, user behaviour, third-party platforms, or factors outside Supplier’s reasonable control.

9.5 Audit reports, reviews and audits
Where available, Supplier shall provide relevant certifications or audit reports (e.g., ISO27001 certificates or SOC2 Type II reports) upon reasonable request, typically on an annual basis, in lieu of routine onsite audits. Client may request one remote security review in any twelve (12) month period. Onsite audits are permitted only where there is reasonable suspicion of a material breach, and are subject to confidentiality obligations and proportionate cost allocation.

9.6 Personal Data breaches
Supplier shall notify Client without undue delay and in any event within seventy-two (72) hours of becoming aware of a Personal Data breach affecting Client data, and shall provide information reasonably required to support any regulatory notifications.

9.7 Costs and fines (balanced and lower risk)
Supplier shall bear its own reasonable internal and third-party costs of remediation directly required to address a Personal Data breach to the extent caused by Supplier’s failure to comply with this Agreement. Each Party remains responsible for any regulatory fines, penalties or sanctions imposed on that Party. Where a fine is imposed on Client that is directly and solely attributable to Supplier’s failure to comply with this Agreement, Supplier shall reimburse Client for that fine to the extent permitted by law and subject to clause 10, unless applicable law requires otherwise. Fines are always subject to the liability cap except where law prohibits.

9.8 Subprocessors
Supplier may appoint subprocessors and shall ensure appropriate written flow-down obligations. On request, Supplier shall provide a list of subprocessors. Supplier shall give Client at least twenty (20) Business Days’ written notice before engaging a new subprocessor to process Client Personal Data. Client shall have ten (10) Business Days from receipt of notice to object on reasonable grounds relating to data protection. The Parties will seek to resolve objections in good faith. If they cannot agree, Supplier shall not appoint that subprocessor for processing Client Personal Data unless mutually agreed. If the Parties cannot reach agreement within a reasonable period and the Supplier reasonably determines that the proposed subprocessor is required to provide the Services, the Supplier may propose an alternative subprocessor or workaround. If no reasonable alternative is available, the Supplier may suspend or terminate the affected Services (or the affected part of the Services) on written notice without being in breach. In that case, the Client shall pay Charges accrued up to the effective date of suspension/termination and any unavoidable third-party commitments incurred in accordance with this Agreement.

9.9 International transfers
Where Personal Data is transferred outside the UK/EEA (or other applicable restricted transfer regime), Supplier shall ensure appropriate safeguards are in place (e.g., adequacy regulations, SCCs or other lawful mechanisms) and shall inform Client of the transfer basis and safeguards relied upon on reasonable request.

9.10 Deletion/return
On termination or expiry, return/deletion and deletion certification shall be handled in accordance with clause 13.4.

10. LIMITATION OF LIABILITY

10.1 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.

10.2 Subject to clause 10.1, each Party’s aggregate liability arising out of or in connection with this Agreement shall be limited to the Charges paid or payable by the Client to the Supplier under the specific Service Schedule, SOW, quote or proposal giving rise to the claim in the twelve (12) months immediately preceding the date the claim arose (or, where the relevant Service Schedule/SOW has been in force for less than twelve (12) months, the Charges paid or payable under it up to the date the claim arose).

For clarity, the cap in clause 10.2 applies separately to each Service Schedule, SOW, quote or proposal. It is the maximum aggregate liability for all claims arising under or in connection with the specific Service Schedule, SOW, quote or proposal giving rise to the claim in any consecutive twelve (12) month period.

10.3 Data protection liability shall be unlimited only to the extent required by applicable law; otherwise it is subject to clause 10.2.

10.4 Neither Party shall be liable for loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of data, or any indirect or consequential loss, except to the extent arising from fraud, wilful misconduct, death/personal injury, or where otherwise required by law.

10.5 Time limit for claims
(a) Ongoing Services: Where Services are provided on an ongoing basis under a Service Schedule, no action or claim (whether in contract, tort or otherwise) arising out of or in connection with those Services may be brought more than twelve (12) months after the Party bringing the claim became aware (or ought reasonably to have become aware) of the facts giving rise to the claim.

(b) Project Work: Where Services and/or Deliverables are provided as project work under a SOW, quote or proposal, any defects or issues must be notified to the Supplier within the Acceptance period stated in the relevant SOW, or if none is stated, within thirty (30) Business Days of delivery of the relevant Deliverables. No action or claim (whether in contract, tort or otherwise) arising out of or in connection with such project work may be brought more than three (3) months after Acceptance (or, if earlier, deemed Acceptance) of the relevant Deliverables under that SOW.

10.6 No personal liability
No director, employee, agent or representative of either Party shall have any personal liability to the other Party for any loss arising under or in connection with this Agreement, except to the extent liability cannot be excluded by law.

11. INDEMNITIES

11.1 IP infringement claims – exclusive remedy
If a third party alleges that Deliverables provided by Supplier infringe its intellectual property rights, Supplier’s sole obligation shall be, at Supplier’s option and expense, to use reasonable efforts to:
a) obtain the right for Client to continue using the affected Deliverables; or
b) replace or modify the affected Deliverables so they no longer infringe; or
c) if neither is reasonably practicable, terminate the affected SOW and refund any pre-paid Charges for the unused portion of the affected Deliverables.

This clause 11.1 states Client’s exclusive remedy for any such claim.

Exclusions: Supplier has no obligation under this clause to the extent the claim arises from:
i) Client materials, data, designs or instructions;
ii) modification of Deliverables not made by or authorised in writing by Supplier;
iii) combination with products, services, systems or software not provided by Supplier;
iv) use outside the scope of the applicable SOW/Service Schedule or documentation; or
v) use of non-current versions where an updated non-infringing version has been provided.

11.2 Client indemnity
Client shall indemnify Supplier against third party claims arising from: (a) Client materials or instructions; (b) Client modification of Deliverables not authorised by Supplier; (c) Client use of Deliverables not in accordance with this Agreement; or (d) Client negligence or wilful misconduct.

11.3 Caps apply
All indemnities are subject to clause 10.2 except where, and only to the extent, such a cap cannot be validly applied under applicable law.

12. SUBCONTRACTING

12.1 Supplier may subcontract performance of the Services, provided Supplier remains responsible for its subcontractors’ acts and omissions to the same extent Supplier would be responsible if it performed the Services itself.

12.2 Where a subcontractor processes Personal Data, Supplier shall ensure it is bound by written obligations consistent with this Agreement and clause 9.

13. TERM, TERMINATION AND EXIT

13.1 Term
This Agreement commences on the Effective Date and continues until terminated in accordance with this clause 13.

13.2 Termination for material breach
Either Party may terminate a Service Schedule or this Agreement for a material breach by the other Party that is not remedied within thirty (30) days of written notice specifying the breach.

13.3 Termination for convenience and renewals (if applicable)
Either Party may terminate a Service Schedule for convenience by giving ninety (90) days’ written notice. Unless otherwise agreed in writing, all fees and charges remain payable during the notice period.

13.4 The Initial Term, will automatically renew for successive one (1) year periods unless either Party gives at least ninety (90) days’ written notice prior to the end of the then-current term.

13.5 If the Client terminates a Service Schedule for convenience during the Initial Term, the Client remains liable for (and shall pay) the fees that would have been payable for the remainder of the Initial Term. For clarity, fees payable during the notice period that fall within the Initial Term count towards this amount; only fees payable for any portion of the notice period after the Initial Term are payable in addition.

13.6 Third-party software, licences, hosting or other commitments approved by a Client may renew in accordance with the relevant third-party terms. Supplier will use reasonable endeavours to notify Client of impending renewals in time for Client to decide whether to continue or terminate, however Client remains responsible for giving instructions within any third-party notice periods. If Client does not instruct termination within required timeframes, Client remains liable for the associated renewal costs.

13.7 Cancelled project work is non-refundable. Supplier will stop work and hand over work-in-progress materials that do not include Supplier Background IP, provided this does not require disproportionate additional effort beyond the remaining timeframe and resources allocated.

13.8 Hardware purchased following Client approval cannot be cancelled or refunded.

13.9 Exit and data return/deletion
On termination or expiry, Supplier shall provide reasonable transition assistance for up to thirty (30) days at Supplier’s then-current rates (unless different transition terms are stated in the applicable Service Schedule). For complex services, the Parties may agree an extended transition period of up to ninety (90) days, with scope and fees set out in the Service Schedule.

13.10 Supplier will return or, at Client’s direction, securely delete Client Data within thirty (30) days of termination and provide a copy in commonly used formats agreed in the Service Schedule (for example CSV, SQL dump, PST, VMDK or other mutually agreed formats). Within thirty (30) days of deletion, Supplier shall provide Client with signed written certification of deletion of all Client Personal Data and shall ensure deletion from backups occurs in accordance with the Supplier’s standard backup retention and deletion practices.

13.11 Survival
Clauses which by their nature survive termination shall continue in force, including those on intellectual property, confidentiality, data protection, liability and indemnities.

13.12 Where relevant, SOWs shall include acceptance criteria, test plans and a UAT timetable. For major project deliverables (as defined in the SOW), the Client shall have thirty (30) Business Days from delivery to conduct acceptance testing and provide written notice of rejection specifying defects. If Client does not reject within the acceptance period, the Deliverables shall be deemed accepted.

13.13 At the end of the agreement, all hardware provided to employees dedicated to clients businesses, under resource as a service arrangements, remains the property of Auxaura / Generation IT Group.

14. FORCE MAJEURE

14.1 Neither Party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control (including acts of God, war, terrorism, strikes, pandemics, and internet or telecommunications failures). The affected Party shall promptly notify the other and use reasonable endeavours to mitigate.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of the jurisdiction of the Supplier entity named in the applicable Service Schedule (unless that Service Schedule states otherwise).

15.2 The Parties shall first attempt to resolve disputes amicably through escalation between senior representatives. If unresolved within thirty (30) days, the Parties shall attempt to resolve the dispute through mediation before commencing court proceedings, unless the applicable Service Schedule requires arbitration. Either Party may seek interim or injunctive relief from the courts where necessary to protect its rights.

16. WARRANTIES, DISCLAIMERS AND CLIENT RESPONSIBILITIES

16.1 Services standard
Supplier warrants that it will provide the Services with reasonable skill and care.

16.2 No other warranties
Except as expressly stated in this Agreement, all warranties, conditions and representations (whether express, implied or statutory) are excluded to the maximum extent permitted by law, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, availability, uninterrupted operation, or error-free performance.

16.3 Client responsibilities and dependencies
Client shall:
a) provide timely access to systems, premises, personnel and information reasonably required;
b) ensure its users comply with acceptable use, security and access policies;
c) maintain appropriate internal backups and business continuity arrangements unless expressly included in the Services;
d) obtain and maintain third-party licences/consents required for Client systems and content; and
e) make timely decisions, approvals and responses where required to meet delivery timelines.
Supplier is not responsible for delay or failure caused by Client’s failure to meet these responsibilities.

16.4 Third-party products and services
Where Services involve third-party products/services (including cloud platforms, telecoms providers, software publishers, registrars, payment processors or hosting providers), Supplier is not responsible for third-party outages, failures, changes in functionality, or third-party breaches, except to the extent caused by Supplier’s failure to perform the Services with reasonable skill and care. Third-party terms may apply and may be passed through to Client via the Service Schedule or quote.

17. INSURANCE

17.1 Supplier shall maintain, at its own cost, appropriate insurance with limits reasonable for the Services. Unless otherwise stated in the Service Schedule, minimum limits are:
a) Professional Indemnity: £1,000,000 (or local equivalent);
b) Cyber Liability: £1,000,000 (or local equivalent); and
c) Public Liability: £5,000,000 (or local equivalent).

17.2 On Client’s reasonable request, Supplier shall provide certificates of insurance evidencing the cover required by this clause.

17.3 Supplier shall ensure subcontractors maintain appropriate insurance commensurate with the Services they perform.

18. GENERAL

18.1 Entire agreement
This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior understandings and agreements.

18.2 Amendments
The Supplier may update these Terms and Conditions from time to time as its business evolves. Unless otherwise agreed in writing and signed by authorised representatives of both Parties, each Service Schedule and/or SOW shall be governed by the version of the Terms and Conditions in effect on the date that the relevant Service Schedule and/or SOW is signed. No amendment to a signed Service Schedule, SOW or this Agreement shall be effective unless in writing and signed by authorised representatives of both Parties.

18.3 Notices
Notices shall be in writing and delivered to the contact details set out in the relevant Service Schedule or SOW. Notices shall be deemed received: two (2) Business Days after delivery by hand; (i) for email, on the next Business Day after sending to the notified email address provided no delivery failure notice is received; and (ii) for notices of termination, dispute or legal proceedings, on the next Business Day after sending provided no delivery failure notice is received; or five (5) Business Days after proof of posting.

18.4 Assignment
Neither Party may assign or transfer its rights or obligations under this Agreement without the other Party’s prior written consent, except Supplier may assign to a group company or in connection with a sale of its business.

18.5 Severance
If any provision is held invalid or unenforceable, it shall be severed and the remaining provisions shall remain in full force.

18.6 Non-solicitation / no-poach: The Client may not, without the Supplier’s prior written consent, directly or indirectly solicit, employ, contract with or engage any Supplier staff who are involved in providing the Services to the Client during the engagement and for twelve (12) months thereafter. Where the Client wishes to engage such Supplier staff, the Parties may agree a conversion fee in writing, which (unless otherwise agreed) shall be: (i) for employees, twenty percent (20%) of the staff member’s gross annual remuneration; or (ii) for contractors, sixty (60) days of the applicable day rate (or equivalent), payable on engagement.

18.7 Where third-party platforms are involved (e.g., Microsoft, AWS, hosting providers), certain performance and restoration activities may be dependent on third-party support and terms.

19. AUDIT

Subject to clause 9 for security/privacy audits.

19.1 The Supplier shall, on reasonable request, permit the Client (and/or its professional advisers) to carry out audits and inspections that are reasonably necessary to verify the Supplier’s compliance with this Agreement and/or any applicable Statement of Work, including (where relevant) service delivery, controls, processes, security practices, and charges.

19.2 Any audit shall be limited to information, locations, systems, records and personnel that are relevant to the scope of the audit and reasonably required for the stated audit purpose. The Supplier shall provide reasonable co-operation, access and assistance, subject always to: (i) the Supplier’s confidentiality obligations; (ii) applicable law; and (iii) any third-party restrictions (including licensors and subcontractors).

19.3 The Client shall provide at least ten (10) Business Days’ prior written notice of its intention to conduct an audit, including the proposed scope, timing and persons conducting the audit. Audits shall be conducted during Business Hours and in a manner that minimises disruption to the Supplier’s operations and the services.

19.4 Copies, extracts and redactions
The Client may take copies or extracts of records reasonably required for the audit, provided that: (i) no original documents are removed; (ii) any copies remain subject to the confidentiality provisions of this Agreement; (iii) copies are limited to what is strictly necessary for the audit purpose; and (iv) the Supplier may redact information that is not relevant to the audit scope or that relates to other clients, commercial models, proprietary methods, or other confidential information. The Supplier shall provide reasonable facilities to assist with copying.

19.5 Frequency
Unless otherwise agreed, the Client may not conduct an audit more than once in any twelve (12) month period. Additional audits may be requested only where the Client has reasonable grounds to suspect a material breach of this Agreement or a material billing error.

19.6 Timing and remote-first
Audits shall be conducted during Business Hours and in a manner that minimises disruption to the Supplier’s operations and the Services, and (where practicable) remotely in the first instance.

19.7 Auditors and confidentiality undertakings
The Client’s auditors must be reputable, appropriately qualified, and independent, and must not be a competitor of the Supplier (or engaged on behalf of a competitor). The Supplier may require each auditor to enter into a confidentiality undertaking (or NDA) in a form reasonably acceptable to the Supplier prior to any access being granted.

19.8 Audit costs
The Supplier may charge the Client its reasonable costs of providing audit assistance where the audit requires material time or specialist resources beyond ordinary assistance. For the purposes of this clause, “material time” means more than eight (8) hours of Supplier personnel time in connection with the audit in any thirty (30) day period.
Such costs shall be payable unless the audit identifies a material breach of this Agreement by the Supplier or a material overcharge in the Client’s favour.

19.9 Audit findings
The Client shall ensure that the audit findings (including any reports) are treated as Confidential Information and are not disclosed to any third party without the Supplier’s prior written consent, except where required by law or a regulator (and, where reasonably practicable, after giving the Supplier an opportunity to comment on the relevant extract prior to any external disclosure).