Master Subscription Agreement

1. Introduction

This Master Subscription Agreement ("MSA") is a template for enterprise customers requiring customized terms. The final agreement will be negotiated between NexusRMS Limited (Company No. 16170889) and the Customer.

Note: This document outlines the typical structure and terms of an enterprise MSA. Contact [email protected] to discuss your specific requirements.

2. Agreement Structure

An enterprise MSA typically consists of:

• Master Agreement: Core terms and conditions (this document)
• Order Form: Specific services, pricing, and term details
• Service Level Agreement: Performance and support commitments
• Data Processing Agreement: GDPR compliance terms
• Security Exhibit: Detailed security requirements

3. Definitions

• "Affiliate" means any entity controlling, controlled by, or under common control with a party
• "Authorized Users" means employees and contractors authorized to access the Service
• "Customer Data" means data uploaded by Customer to the Service
• "Documentation" means user guides and technical documentation
• "Order Form" means the document specifying services and fees
• "Service" means the NexusRMS platform and related services

4. Grant of Rights

4.1 License Grant

Subject to the terms of this Agreement, we grant Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term for Customer's internal business purposes.

4.2 Authorized Users

Customer may permit its Authorized Users to access the Service, provided Customer:

• Ensures compliance with this Agreement
• Is responsible for all Authorized User activity
• Maintains current user access records
• Promptly removes access for terminated personnel

4.3 Affiliates

Customer's Affiliates may access the Service under this Agreement, provided they execute an Order Form and agree to be bound by these terms.

5. Customer Responsibilities

Customer shall:

• Use the Service in compliance with applicable laws
• Maintain security of account credentials
• Ensure Authorized Users comply with usage policies
• Provide accurate registration and billing information
• Not exceed licensed user counts or usage limits

6. Fees and Payment

6.1 Fees

Fees are specified in the applicable Order Form. Unless otherwise stated:

• Fees are due within 30 days of invoice date
• All fees are non-refundable
• Fees exclude applicable taxes

6.2 Price Changes

For multi-year agreements, fees are fixed for the initial term. Renewal pricing will be provided at least 90 days before the renewal date.

6.3 Late Payment

Late payments accrue interest at 2% per month or the maximum legal rate, whichever is lower.

7. Term and Termination

7.1 Initial Term

The initial term is specified in the Order Form, typically 12-36 months for enterprise agreements.

7.2 Renewal

Unless either party provides written notice of non-renewal at least 90 days before expiration, the Agreement will automatically renew for successive 12-month periods.

7.3 Termination for Cause

Either party may terminate if:

• The other party materially breaches and fails to cure within 30 days of notice
• The other party becomes insolvent or enters bankruptcy

7.4 Termination by NexusRMS

• Breach of this Agreement or violation of our Acceptable Use Policy
• Suspected illegal, fraudulent, or abusive activity
• Conduct that threatens the security or integrity of the Service
• Non-payment of fees after notice
• Upon request by law enforcement or government authorities

Upon termination for cause, Customer will not be entitled to any refund of fees paid.

7.5 Effect of Termination

Upon termination:

• All rights to use the Service cease immediately
• Customer has 30 days to export data
• Outstanding fees become immediately due
• Confidentiality obligations survive

8. Intellectual Property

8.1 Our IP

We retain all rights in the Service, Documentation, and any improvements. Customer receives only the limited license granted herein.

8.2 Customer Data

Customer retains all rights in Customer Data. Customer grants us a limited license to process Customer Data solely to provide the Service.

8.3 Feedback

Customer grants us a royalty-free license to use any feedback or suggestions for improving the Service.

9. Confidentiality

9.1 Obligations

Each party agrees to protect the other's Confidential Information using at least the same degree of care used to protect its own confidential information.

9.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party before disclosure
• Is independently developed without use of Confidential Information
• Is disclosed pursuant to a legal requirement

10. Warranties

10.1 Our Warranties

We warrant that:

• The Service will perform materially as described in Documentation
• We have authority to enter into this Agreement
• The Service will not infringe any third-party intellectual property rights

10.2 Customer Warranties

Customer warrants that:

• Customer has authority to enter into this Agreement
• Customer has rights to upload Customer Data
• Customer's use will comply with applicable laws

10.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

11. Indemnification

11.1 Our Indemnification

We will defend Customer against claims that the Service infringes third-party intellectual property rights and indemnify Customer for damages awarded.

11.2 Customer Indemnification

Customer will defend us against claims arising from Customer Data or Customer's breach of this Agreement.

12. Limitation of Liability

12.1 Exclusions

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

12.2 Cap

EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID IN THE 12 MONTHS PRECEDING THE CLAIM.

12.3 Exceptions

These limitations do not apply to: breach of confidentiality, indemnification obligations, willful misconduct, or fraud.

13. General Provisions

13.1 Governing Law

This Agreement is governed by the laws of England and Wales. Disputes shall be resolved in the courts of England and Wales, unless an alternative jurisdiction is agreed.

13.2 Assignment

Neither party may assign this Agreement without prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all assets.

13.3 Notices

Notices shall be sent to the addresses specified in the Order Form.

13.4 Entire Agreement

This Agreement, together with all Order Forms and exhibits, constitutes the entire agreement between the parties regarding its subject matter.

14. Contact

To discuss an enterprise agreement, please contact: