Master Client Services Agreement

Order of precedence

• A later signed amendment expressly overriding an earlier provision.
• The relevant SOW or SaaS Order Form, but only for its specific subject matter.
• The DPA, for personal data processing matters.
• Any applicable SLA, for service-level matters.
• This Agreement.

3.1 Custom software development

• Web application development.
• Android and iOS mobile application development.
• SaaS platform development.
• Custom business management systems.
• API development and third-party integrations.
• E-commerce platforms and digital marketplaces.
• Database architecture and implementation.
• UI/UX design and frontend development.
• Backend engineering and infrastructure configuration.
• AI-powered applications and workflow automation.
• Software migration, optimisation, and modernisation.

3.2 Professional and technology services

• Technical consulting.
• Product strategy and architecture.
• System integration.
• Digital transformation.
• Quality assurance and testing.
• Deployment and implementation.
• Technical documentation.
• Maintenance and technical support.

3.3 SaaS services

FRIXMA may operate and provide access to proprietary software products through websites, mobile applications, APIs, cloud infrastructure, or other digital delivery channels.

SaaS services may include:

• Subscription-based access.
• User and account management.
• Cloud-based software functionality.
• Data storage and processing.
• Software updates and improvements.
• Customer support.
• Usage-based or feature-based plans.
• API access and integrations.

The exact services purchased by the Client will be described in the relevant SOW or SaaS Order Form.

7.1 Project fees

Project fees will be specified in the relevant SOW.

Unless otherwise agreed, FRIXMA may require an advance payment before commencing work.

A typical milestone structure may be:

• Initial deposit: 40%.
• Development milestone: 30%.
• Final delivery and acceptance: 30%.

The actual payment structure will be determined by the applicable SOW.

7.2 SaaS subscription fees

SaaS subscription fees will be specified in the applicable SaaS Order Form or subscription checkout.

Fees may be:

• Monthly.
• Annually.
• Based on usage.
• Based on the number of users.
• Based on selected features or service tiers.
• Based on a combination of subscription and usage charges.

7.3 Payment terms

Unless otherwise agreed:

• Invoices are payable within 14 calendar days.
• Payments must be made using an approved payment method.
• The Client is responsible for applicable bank charges and transaction fees.
• Fees exclude applicable taxes unless expressly stated otherwise.

7.4 Late payments

If an invoice remains unpaid after its due date, FRIXMA may:

• Notify the Client of the overdue amount.
• Suspend affected services after reasonable notice.
• Delay project milestones.
• Restrict access to affected SaaS services.
• Charge interest or recover costs where permitted by applicable law.

Suspension will not remove the Client's obligation to pay amounts already due.

7.5 Disputed invoices

The Client must notify FRIXMA in writing of any genuine invoice dispute within 10 calendar days of receiving the invoice.

The notice must explain the reason for the dispute.

Undisputed amounts remain payable according to the original payment terms.

8.1 Background intellectual property

Each Party retains ownership of intellectual property it owned or developed independently before the project or outside the project scope.

FRIXMA retains ownership of its pre-existing:

• Software frameworks.
• Reusable code libraries.
• Development tools.
• Internal platforms.
• Technical methodologies.
• Generic modules and components.
• Templates and development processes.
• General know-how and expertise.
• Proprietary technology.

8.2 Client materials

The Client retains ownership of its trademarks, branding, business information, content, databases, documents, and other materials supplied to FRIXMA.

The Client grants FRIXMA a limited, non-exclusive licence to use those materials solely as necessary to perform the contracted services.

8.3 Custom project deliverables

Unless the applicable SOW expressly provides otherwise, ownership of specifically identified custom deliverables created exclusively for the Client will transfer to the Client after:

• Completion of the relevant deliverables.
• Full payment of all amounts due for those deliverables.
• Execution of any additional assignment documents reasonably required to give effect to the transfer.

The transfer does not include FRIXMA Background IP, third-party materials, open-source software, or general-purpose tools and components.

8.4 Licence to embedded FRIXMA components

Where FRIXMA Background IP is incorporated into a custom deliverable, FRIXMA grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use, execute, and modify those embedded components solely as part of the delivered solution, subject to any applicable third-party licence restrictions.

This licence does not permit the Client to extract, independently commercialise, distribute, or sublicense FRIXMA's reusable components as standalone products unless agreed in writing.

8.5 SaaS intellectual property

All intellectual property in FRIXMA-owned SaaS products remains the exclusive property of FRIXMA or its relevant licensors.

The Client receives a limited, non-exclusive, non-transferable, revocable licence during the subscription term to access and use the SaaS service for its internal business purposes.

No ownership rights are transferred to the Client through a SaaS subscription.

8.6 Third-party and open-source components

Software projects may incorporate third-party libraries, APIs, frameworks, open-source software, or licensed technology.

Such components remain subject to their respective licence terms.

FRIXMA will not knowingly represent third-party intellectual property as its own.

8.7 Portfolio and references

Unless the Client objects in writing or a confidentiality obligation prevents disclosure, FRIXMA may identify the Client by name and describe the general nature of completed work in its portfolio and marketing materials.

FRIXMA will not publish confidential business information, private source code, or sensitive project data without permission.

Exclusions from confidentiality

These obligations do not apply to information that:

• Becomes publicly available without breach.
• Was lawfully known before disclosure.
• Is independently developed.
• Is lawfully received from another source.
• Must be disclosed under applicable law.

Confidentiality obligations continue for five years after termination, except for trade secrets and information that remains confidential under applicable law, which will remain protected for as long as legally appropriate.

Acceptance procedure

For custom development projects, the applicable SOW will define the acceptance criteria and testing procedure.

Unless otherwise agreed:

• FRIXMA will notify the Client when a deliverable is ready for acceptance testing.
• The Client will have 10 business days to test and review it.
• The Client must provide a written list of material failures against the agreed acceptance criteria.
• FRIXMA will use reasonable efforts to correct verified failures.
• The corrected deliverable may be resubmitted for testing.

Deemed acceptance

A deliverable will be considered accepted if the Client:

• Confirms acceptance in writing.
• Uses it in a live production environment for its intended purpose, other than agreed testing.
• Fails to provide a valid rejection notice within the acceptance period.

Minor defects that do not materially prevent the intended functionality will not automatically justify rejection.

17.1 Subscription licence

Subject to payment and compliance with this Agreement, FRIXMA grants the Client a limited right to access and use the subscribed SaaS product during the subscription term.

The Client may permit its authorised employees and approved users to access the service within the purchased plan limits.

The Client must not resell, sublicense, or commercially redistribute access unless expressly authorised.

17.2 Subscription plans

Plans, features, usage limits, and pricing will be displayed in the applicable Order Form or subscription interface.

FRIXMA may offer different tiers with different:

• User limits.
• Storage allowances.
• Usage quotas.
• Feature availability.
• API limits.
• Support levels.
• Integration options.

17.3 Automatic renewal

Unless otherwise stated in the Order Form, subscriptions renew automatically for successive periods equal to the original billing period.

The Client may cancel renewal through the available account settings or by contacting FRIXMA before the renewal date.

Cancellation will generally take effect at the end of the current paid subscription period.

17.4 Subscription price changes

FRIXMA may change subscription prices by providing at least 30 days' notice before the change takes effect.

A price change will apply from the next renewal period unless otherwise agreed.

If the Client does not accept the change, it may cancel its subscription before the new price takes effect.

17.5 Usage restrictions

The Client must not:

• Reverse engineer or attempt to extract source code, except where applicable law expressly permits.
• Circumvent technical restrictions or subscription limits.
• Interfere with the security or operation of the service.
• Upload malicious software or unlawful content.
• Use the service to violate third-party rights.
• Resell access without authorisation.
• Use automated methods to overload or disrupt the platform.
• Attempt unauthorised access to other accounts or data.

17.6 Service availability

FRIXMA will use commercially reasonable efforts to maintain SaaS availability.

Unless a separate SLA applies, the service is provided without a guaranteed uptime percentage.

Temporary interruptions may occur due to maintenance, security updates, infrastructure issues, third-party failures, or events outside FRIXMA's reasonable control.

17.7 Account security

The Client is responsible for:

• Maintaining accurate account information.
• Protecting account credentials.
• Managing authorised users.
• Removing access for former employees or unauthorised users.
• Notifying FRIXMA of suspected account compromise.

The Client is responsible for activity conducted through its accounts unless caused by FRIXMA's breach or negligence.

17.8 Data export and deletion

Upon subscription termination, FRIXMA will provide a reasonable opportunity for the Client to export available Client data, subject to the product's technical capabilities and any applicable Order Form.

Unless otherwise agreed, Client data will be scheduled for deletion within 60 days after termination, subject to legal retention requirements, security backups, and applicable data protection obligations.

19.1 Client indemnity

The Client will indemnify FRIXMA against third-party claims arising from:

• Client materials that infringe third-party rights.
• Unlawful data supplied by the Client.
• The Client's unlawful use of the services.
• The Client's material breach of this Agreement.

This indemnity will apply only to the extent that the claim is caused by the relevant Client conduct.

19.2 FRIXMA intellectual property indemnity

Where expressly included in an SOW, FRIXMA will defend the Client against third-party claims alleging that specifically developed and paid-for deliverables infringe intellectual property rights, subject to the limitations and exclusions in this Agreement.

FRIXMA will not be responsible for claims arising from:

• Client materials or specifications.
• Modifications made by the Client or another party.
• Combination with products not supplied by FRIXMA.
• Use outside the agreed purpose.
• Third-party or open-source components governed by separate licences.

The Parties will cooperate reasonably in handling any claim.

20.1 Excluded losses

Neither Party will be liable to the other for indirect or consequential loss, or loss of anticipated profits, revenue, business opportunities, goodwill, or anticipated savings, except where such loss is directly payable to a third party under an applicable indemnity.

20.2 General liability cap

Subject to the exclusions below, each Party's aggregate liability arising from a particular SOW or SaaS subscription during the relevant 12-month period will not exceed the total fees paid or payable under that SOW or subscription during the 12 months preceding the event giving rise to the claim.

20.3 Special categories

The general liability cap will not apply to liability for:

• Fraud or fraudulent misrepresentation.
• Death or personal injury where liability cannot be excluded.
• A Party's deliberate misuse of the other Party's intellectual property.
• A Party's deliberate breach of confidentiality.

Any separate cap for data protection, security incidents, indemnities, or other special categories must be expressly agreed in the relevant Order Form or SOW.

The Parties should obtain legal advice before agreeing the final liability allocation, particularly for high-value or regulated projects.

21.1 Agreement term

This Agreement begins on the Effective Date or the date of acceptance, whichever is later, and continues until terminated in accordance with this section.

21.2 Termination for convenience

Either Party may terminate this Agreement by giving 30 days' written notice, subject to any minimum commitment or fixed term in an active SOW or SaaS Order Form.

Termination of the framework Agreement does not automatically cancel existing orders unless the notice expressly identifies them and the relevant contractual terms permit cancellation.

21.3 Termination for cause

Either Party may terminate an affected SOW, Order Form, or this Agreement if the other Party:

• Commits a material breach and fails to remedy it within 30 days of written notice.
• Becomes insolvent or ceases business operations.
• Engages in unlawful activity materially affecting the relationship.

Where a breach cannot reasonably be remedied, termination may take effect immediately by written notice.

21.4 Consequences of termination

Upon termination:

• Outstanding invoices become payable according to their terms.
• The Client must stop using terminated SaaS services.
• Each Party must return or destroy confidential information upon reasonable request, subject to legal retention obligations.
• FRIXMA will provide agreed deliverables and handover materials for which payment has been received.
• Any continuing licences will remain subject to their contractual conditions.
• Personal data will be handled in accordance with the DPA and applicable law.

Termination does not affect accrued rights, outstanding payment obligations, or provisions intended to survive termination.

28.1 Entire agreement

This Agreement, together with its SOWs, Order Forms, DPAs, and incorporated schedules, constitutes the entire agreement between the Parties regarding its subject matter.

28.2 Amendments

Any amendment must be made in writing and accepted by authorised representatives of both Parties.

28.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions will continue in effect.

28.4 Waiver

Failure to enforce a provision does not constitute a waiver of that provision.

28.5 Independent contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, employment relationship, agency, or joint venture.

28.6 Electronic signatures

The Parties may execute this Agreement and related documents electronically, to the extent permitted by applicable law.

28.7 No third-party rights

Unless expressly stated otherwise, no person other than the Parties has the right to enforce this Agreement.

1. Client details

Legal name: [Client legal name]

Registered address: [Address]

Company number: [If applicable]

Contact person: [Name]

Email: [Email]

2. Project description

[Describe the business objectives, proposed solution, and project scope.]

3. Deliverables

4. Technical scope

Platforms: [Web / Android / iOS / API / Other]

Technology stack: [Specify]

Integrations: [Specify]

Hosting: [FRIXMA / Client / Third party]

Environments: [Development / Staging / Production]

5. Project milestones and fees

Currency: [Currency]

Payment terms: [Number of days]

6. Revisions and acceptance

Included revisions: [Number or scope]

Acceptance period: [Number of business days]

Acceptance criteria: [Specify]

7. Maintenance and support

Included maintenance: [Yes / No]

Support period: [Period]

Support channels: [Specify]

Additional support fees: [Specify]

8. Intellectual property

Select the agreed arrangement:

• Assignment of specified custom deliverables after full payment.
• Licence to use specified deliverables.
• FRIXMA retains ownership of the developed product.
• Other: [Specify].

9. Signatures

For FRIXMA LTD Name: ____________________ Position: __________________ Signature: _________________ Date: _____________________

For the Client Name: ____________________ Position: __________________ Signature: _________________ Date: _____________________

1. Subscription details

Client legal name: [Name]

Subscription plan: [Plan]

Number of users: [Number]

Subscription start date: [Date]

Initial subscription term: [Period]

Billing frequency: [Monthly / Annual]

Currency: [Currency]

2. Subscription pricing

3. Included features and limits

[List the features, usage limits, storage, integrations, and other plan entitlements.]

4. Support and service levels

Support hours: [Specify]

Support channel: [Specify]

Uptime commitment: [Specify or refer to SLA]

Maintenance window: [Specify]

5. Renewal and cancellation

Renewal period: [Monthly / Annual]

Cancellation notice: [Number of days]

Renewal price: [Specify]

Data export period: [Specify]

6. Special conditions

[Insert any additional conditions.]

7. Acceptance

By signing this Order Form, the Client agrees to the Master Client Services Agreement and the applicable SaaS product terms.

For FRIXMA LTD Name: ____________________ Position: __________________ Signature: _________________ Date: _____________________

For the Client Name: ____________________ Position: __________________ Signature: _________________ Date: _____________________