Master Terms and Conditions

Effective as of 17 February 2026

This Agreement is between Seeto IT Ltd ("Seeto", "We", or the "Supplier") and the legal entity or person who accepts these terms by signing or approving a Service Order ("You" or the "Customer"). Throughout this document, "We" and "You" may also be referred to individually as a "Party" and collectively as the "Parties".

Section 1: Definitions and Interpretation

In this Agreement, the following terms have these specific meanings:

Interpretation Rules

• Singular/Plural: Any mention of the singular includes the plural and vice versa.
• Headings: Section titles are included for ease of reading only and do not hold legal weight.
• Legislation: References to laws (like the Insolvency Act 1986) include any future updates or re-enactments of those laws.

Section 2: Duration and Auto-Renewal

2.1 Effective Date

This Agreement starts on the date listed at the top of this document or when you first sign a Service Order. Each individual Service Order begins on the date specified within that document.

2.2 Term and Automatic Renewal

To ensure continuity of your IT services, the following renewal rules apply:

• Initial Term: Each Service Order will last for the period stated in that document.
• Renewal: Unless otherwise stated in a Service Order, at the end of the initial term, the services will automatically renew for successive 12-month periods.
• Opting Out: If you do not want to renew, you must provide us with at least 60 days' written notice before the current term ends.
• Rolling Contracts: For services provided on a month-to-month basis, the contract continues until either party gives one month’s written notice to end it.

2.3 Specific Service Renewals

For the avoidance of doubt, services like Seeto Concierge, Support+, and Flex are subject to the automatic renewal terms above unless your Service Order explicitly says otherwise. Fixed-term projects (Statements of Work) do not renew automatically unless we specifically agree to that in writing.

Section 3: Fees and Payment

3.1 Invoicing and Standard Rates

• We will bill you for Services and Physical Equipment based on the pricing models defined in the applicable Service Order.
• All prices quoted in a Service Order are exclusive of any applicable taxes (such as VAT) unless we specifically state otherwise in writing.

3.2 Payment Deadlines (Net 30)

• You must pay each invoice within 30 days of the date it was issued.
• All payments must be made in full without any deductions, set-offs, or withholdings except as permitted in the dispute section below.

3.3 Reimbursable Expenses

• We will charge you for reasonable travel, accommodation, and other related costs incurred while delivering the Services.
• We will only bill for these expenses if they have been identified and approved by you in advance.
• Expense invoices will be issued monthly in arrears.

3.4 Billing Disputes

• If you disagree with an invoice, you must notify us in writing within 14 days of the invoice date and provide clear details regarding the discrepancy.
• You may only withhold the disputed portion of the invoice; the undisputed balance must be paid by the original due date.
• Once a dispute is resolved, any agreed-upon amounts must be paid immediately.

3.5 Penalties for Late Payment

If an invoice remains unpaid after the due date, we reserve the right to take the following actions:

• Late Interest: We may charge interest on the outstanding balance at a rate of 8% per year above the prevailing Bank of England base rate.
• Collection Costs: You will be responsible for all reasonable costs we incur in recovering the debt, including legal fees and collection agency charges.
• Service Suspension: With 5 Business Days' notice, we may pause delivery of any Services or Physical Equipment under any active Service Order until your account is brought up to date.
• Insolvency Safeguard: Our right to suspend services is subject to any limitations imposed by the Insolvency Act 1986.

3.6 Tax Obligations

• You are responsible for paying any government-mandated taxes, duties, or levies (such as VAT) associated with the Services provided under this Agreement. This does not include taxes based on our corporate income.

Section 4: Pricing Adjustments

4.1 Annual Adjustment

On the anniversary of your Agreement, we will adjust the fees for our services to account for inflation and operational costs. This increase will be:

• The percentage increase in the CPI as published by the Office for National Statistics, subject to a maximum increase of 7% per annum.

4.2 Notice of Change

We will notify you in writing at least 30 calendar days before any price adjustment takes effect. For fixed-term contracts, the change happens on your anniversary date. For rolling contracts, it applies to the next billing cycle following the notice period.

Section 5: Document Hierarchy (Order of Precedence)

If there is a conflict or inconsistency between the various documents that make up this Agreement, the following order of priority will apply (from highest to lowest):

1. The Data Processing Addendum (DPA): This document always takes priority regarding the handling of personal information.
2. The Service Order: Any specific terms agreed upon in a Statement of Work or Quote will override these Master Terms for that specific project or service.
3. The Master Terms and Conditions: This document serves as the baseline for all engagements unless overridden by the two items above

5.1 Hierarchy Guardrail

Notwithstanding the order of priority above, the provisions in Section 10 (IP Rights), Section 14 (Liability), and Section 15 (Indemnity) of these Master Terms shall prevail over any conflicting terms in a Service Order unless the Service Order:

• (a) Expressly identifies the specific Master Terms clause it intends to vary; and

• (b) Is signed by an authorised director of Seeto IT Ltd.

5.2 Rejection of Customer Terms

• Any terms in a Customer purchase order or similar document that conflict with this Agreement are hereby rejected and shall have no effect.

Section 6: Service Delivery and Operational Standards

6.1 Our Commitment to You

We will provide the Services and Deliverables outlined in each Service Order using:

• Professional Standards: Reasonable care, skill, and diligence.
• Qualified Staff: Personnel who possess the appropriate expertise and experience.
• Legal Compliance: Adherence to all laws applicable to our provision of the Services.

6.2 Third-Party Software (Vendor Software)

Any Vendor Software we supply is provided subject to the software manufacturer's specific license terms or End User License Agreement (EULA). You agree to comply with those third-party terms in addition to this Agreement.

6.3 Requesting Additional Services

If you require services not covered by an active Service Order, we will provide a new proposal or Statement of Work for your approval. We are not obligated to begin work on new requests until a Service Order has been signed or accepted in writing by both parties.

Section 7: Your Responsibilities (Customer Obligations)

To ensure we can support you effectively, you agree to fulfil the following obligations:

• Lawful Use: You will use our Services only for legal and authorised purposes and will not use them for any fraudulent or destructive activities.
• Operational Assistance: You will provide us with timely access to your systems, facilities, and relevant personnel as reasonably required.
• Data Integrity: You are responsible for ensuring that any data you provide for us to process is in an appropriate format.
• Site Safety: If our staff works at your premises, you must ensure a safe working environment in compliance with all health and safety regulations.
• Backup Protocols: Unless we are explicitly providing a managed backup service under a Service Order, you remain responsible for maintaining frequent, secure, and restorable backups of your own data.
• Following Directions: You agree to follow our reasonable technical instructions regarding the use and security of the Services.

7.1 Relief from Liability

• We shall not be liable for any delay or deficiency in performing the Services to the extent caused by your failure to fulfil your obligations under this Section, including providing timely access to systems or following technical instructions

Section 8: Ownership, Title, and Risk

8.1 Retention of Title

• Physical Equipment Sales: If you are purchasing Physical Equipment, we retain full legal ownership (title) until you have paid the invoice for that equipment in full, along with any other outstanding balances on your account.
• Hardware-as-a-Service: If we provide equipment as part of a recurring service (such as hardware-as-a-service), we remain the sole legal owner of that equipment at all times.

8.2 Your Duty of Care

Until ownership passes to you, or for as long as you possess our equipment under a service plan, you agree to:

• Hold the equipment as a "bailee" on our behalf.
• Keep the equipment in good working order and do not move it from your primary business location without our written consent.
• Do not sell, rent, or allow any "liens" or legal claims to be placed against the equipment.
• Notify us immediately if the equipment fails or is damaged.

8.3 Risk and Insurance

• The risk of loss, theft, or damage shifts to you the moment the Physical Equipment is delivered.
• You are responsible for ensuring the Physical Equipment is fully insured from the date of delivery.
• If you receive Physical Equipment that appears damaged on arrival, you must notify us immediately.

8.4 Repossession Rights

If you fail to pay an invoice by the due date, or if we reasonably believe our Physical Equipment is "at risk" (for example, due to your potential insolvency), we may:

• Enter your premises at any time,  on reasonable notice (not less than 2 Business Days unless there is an immediate risk to the equipment or Customer's insolvency), to reduce enforceability risk while preserving commercial protection.
• You agree that this permission is a condition of the hardware supply and may not be withdrawn while any Fees related to that Physical Equipment remain outstanding.
• Before removing the Physical Equipment, we will attempt to create a copy of any local Customer Data (excluding cloud-hosted data). We will make this copy available to you for 30 days, after which we will securely wipe the device.

8.5 Dead on Arrival (DOA) Protocol

To ensure prompt replacement of faulty Physical Equipment, you must adhere to these non-negotiable terms for all deliveries:

• 48-Hour Inspection Window: You must inspect all equipment and report any physical damage or functional "Dead on Arrival" faults to us within 48 hours of delivery.
• Impact of Delay: Any faults reported after this 48-hour window will be processed as standard Manufacturer Warranty repairs. Because distributors adhere to strict vendor windows, late reporting may result in your right to an immediate replacement unit being forfeited.
• Packaging Standards: If a DOA is reported, the unit must be kept in its original, unmarked packaging with all accessories included. We reserve the right to pass on any restocking fees or rejection costs from the distributor if the original packaging is damaged or missing.

• Unconditional Payment Obligation: Once Physical Equipment has been delivered to your site, your obligation to pay the associated Fees remains in effect during DOA replacement or manufacturer warranty repair. However, if equipment remains non-functional for more than 60 consecutive days due to DOA or warranty issues through no fault of your own, we will work with you in good faith to provide an alternative solution on a case-by-case basis.

Section 9: Data Privacy and Confidentiality

9.1 Handling Customer Data

• We will access your Customer Data only when necessary to perform our obligations under a Service Order.
• This Agreement does not transfer ownership of your Customer Data to us; you remain the sole owner at all times.
• We will only disclose your data to the government or law enforcement agencies if we are legally compelled to do so.
• Unless prohibited by law, we will notify you of any such data requests as soon as possible.

9.2 Mutual Confidentiality

• Both parties agree to keep all Confidential Information strictly private.
• You may only share our Confidential Information with your directors, employees, or contractors who "need to know" it to fulfil this Agreement.
• Each party must use industry-standard security measures to protect the other's information from unauthorised access, damage, or theft.
• Confidential Information does not include information that: (a) is or becomes public knowledge through no fault of the recipient; (b) was already known to the recipient; (c) is received from a third party without confidentiality obligations; or (d) is independently developed without reference to the disclosing party's information.

9.3 Personal Data Compliance

• Both of us will strictly follow our respective duties as outlined in the Data Processing Addendum (DPA).
• You warrant that any Customer Data you provide does not contain "special category" or sensitive personal data unless we have specifically agreed to handle it in writing.

Section 10: Intellectual Property (IP) Rights

10.1 Our Proprietary Rights

• We (or our licensors) retain full ownership of all Intellectual Property in the methods, processes, tools, and technical know-how we use to provide our Services.
• Nothing in this Agreement grants you a license or right to our internal processes except as necessary to receive the Services.

10.2 Project-Specific IP

• Unless a Service Order expressly assigns ownership of specific Intellectual Property to you, all Intellectual Property Rights in any Deliverables, tools, scripts, configurations, and works created by us in connection with the Services shall vest in and remain the property of Seeto.
• Where we retain ownership of Intellectual Property in Deliverables, we grant you a perpetual, irrevocable, non-exclusive licence to use such Deliverables solely for your internal business purposes. This licence shall survive termination or expiry of the relevant Service Order.
• All Intellectual Property owned by us before the Effective Date or developed independently of this Agreement remains our sole property.

Section 11: Warranties and Support

11.1 General Warranty

• Each of us confirms that we have the full legal authority and power to enter into this Agreement and any related Service Orders.

11.2 Standard Manufacturer Warranties

• We act as a reseller of third-party Physical Equipment and Vendor Software; therefore, we do not provide an independent warranty for these items.
• We will provide reasonable administrative assistance to help you process warranty claims with the manufacturer or distributor.
• We are not responsible for any defects or failures in third-party products, and we are not obligated to provide interim "loaner" equipment while a manufacturer's repair is in progress.

11.3 Service Level Remedies

• Where a Service Order includes Service Levels, any service credits specified therein shall be Customer's sole and exclusive remedy for failure to meet such Service Levels. Failure to achieve Service Levels shall not constitute a material breach of this Agreement.

Section 12: Termination of Contracts

12.1 Termination Without Cause

• For any Contract that is not for a fixed term, either of us may terminate it by giving 30 days' written notice.
• For fixed-term contracts, the Auto-Renewal rules in Section 2 apply.

12.2 Termination for Cause

Either party may terminate a Contract immediately via written notice if:

• Insolvency: The other party experiences an Insolvency Event as defined in Section 1.
• Material Breach: The other party commits a serious breach of this Agreement and fails to fix it within 30 days of receiving a written warning.
• Non-Payment: If you fail to pay an undisputed invoice for 30 days or more after the due date, it will be considered a material breach, allowing us to terminate.

Section 13: Consequences of Termination

When this Agreement or a specific Service Order ends, the following rules apply:

• Return of Property: Both parties must return any Confidential Information belonging to the other, except for copies required for legal, audit, or compliance reasons.
• Data Portability: We will deliver any completed Deliverables for which you have paid in full.
• Final Billing: All outstanding Fees for work performed or products delivered up to the termination date become immediately due and payable.
• Survival: The following provisions shall survive termination or expiration of this Agreement: Section 9 (Confidentiality), Section 10 (IP Rights), Section 13.1 (Non-Solicitation), Section 14 (Liability), Section 15 (Indemnity), and Section 16 (Dispute Resolution).

13.1 Non-Solicitation

To protect the significant investment we make in our team, we both agree to the following:

• Restriction: Each party agrees that it shall not, during the term of any active Service Order and for a period of 12 months thereafter, directly or indirectly solicit, induce, or employ any employee or independent contractor of the other party who was involved in the performance of this Agreement.
• Conversion Option: A party (the “Hiring Party”) may engage such an individual, provided they obtain the prior written consent of the other party (the "Losing Party"). This consent is subject to the Hiring Party paying a Conversion Fee.
• Unauthorised Engagement: If a party engages such an individual without obtaining prior written consent, that party shall immediately become liable to pay the Conversion Fee as liquidated damages for the breach of the Restriction.
• Fee Calculation: The Conversion Fee is 30% of the individual’s starting gross annual salary (including all guaranteed bonuses and allowances). The parties agree that this fee is payable as liquidated damages and represents a genuine and reasonable pre-estimate of the costs to recruit and train a replacement, and is not a penalty.
• Reasonableness: Both parties confirm that they have had the opportunity to negotiate this clause and consider these restrictions to be fair, proportionate, and necessary for protecting their respective legitimate business interests.

Section 14: Liability and Risk Management

14.1 Limitation of Liability

To the fullest extent permitted by law, our total financial liability under any Service Order (whether in contract, tort, or otherwise) is capped as follows:

• Direct Loss Only: We are only liable for direct losses caused by our negligence or breach.
• Financial Cap: Our total liability will not exceed the total amount you paid to us under the specific Service Order in the 12 months immediately preceding the event that caused the loss.
• Contractual Limitation Period: No claim may be brought under this Agreement more than 24 months after the date on which the party bringing the claim became aware (or ought reasonably to have become aware) of the circumstances giving rise to the claim.
• Warranty Disclaimer: Except as expressly set out in this Agreement, all warranties, conditions, and terms, whether express or implied by statute, common law, or otherwise (including implied warranties of fitness for purpose), are excluded to the fullest extent permitted by law.

14.2 Exclusions of Liability

We will not be held responsible for the following types of losses, regardless of how they are caused:

• Indirect Losses: Any consequential, incidental, or special damages.
• Business Impact: Loss of profits, lost revenue, business interruption, or loss of anticipated savings.
• Data Loss: While we follow industry-standard security practices, we are not liable for data loss or the cost of data recovery.
• Third-Party Claims: Any claims brought against you by a third party.
• Client Negligence: Any damages caused by your failure to follow our written recommendations or perform your specific duties under this Agreement.

14.3 Aggregate Liability Cap

• Notwithstanding Section 14.1, our total aggregate liability to you for all claims arising under or in connection with this Agreement (across all Service Orders) shall not exceed 150% of the total Fees paid by you in the 12 months preceding the first event giving rise to a claim.

14.4 Free and Advisory Services

• We shall have no liability for any losses arising from (a) services provided free of charge, or (b) your failure to follow our technical recommendations or professional advice.

14.5 Third-Party Limitations

• We are not liable for any service failures, data breaches, or performance issues caused by third-party Vendor Software or hardware manufacturers.

14.6 Statutory Exceptions

• Nothing in this Agreement shall limit or exclude either party's liability for death or personal injury caused by negligence, fraud, or wilful misconduct.

Section 15: Indemnity

15.1 Your Indemnity to Us

You agree to protect, defend, and hold us harmless (indemnify) against any costs, legal fees, or damages arising from :

• IP Infringement: Any claim that software, data, or materials you provided to us for use in the Services infringes on a third party's intellectual property rights.
• Contract Breach: Any legal action brought against us as a result of your breach of this Agreement.

15.2 Indemnity Procedures

If we seek protection under this indemnity, we will:

• Notice: Notify you promptly in writing of the claim.
• No Admission: Avoid making any admissions of guilt or settlement offers without your written consent.
• Defence Control: Allow you to assume control of the legal defence or settlement negotiations, provided that (i) Seeto may participate in the defence at its own expense, and (ii) you shall not agree to any settlement that imposes obligations on Seeto or admits liability on Seeto's behalf without Seeto's prior written consent.

15.3 Data Protection Indemnity

• You shall indemnify and hold us harmless against all costs, claims, and liabilities (including legal fees) arising from any breach of Data Protection Laws caused by your acts or omissions, including any failure to obtain necessary consents for the processing of Customer Data.

15.4 Misuse of Services

• You agree to indemnify us against any claims or legal action arising from your use of the Services in breach of applicable law or the terms of this Agreement.

15.5 Relationship to Liability Limitations

• For the avoidance of doubt, Customer's indemnification obligations under this Section 15 are not subject to the liability limitations set out in Section 14. Customer's indemnity obligations for third-party claims shall be unlimited in amount.

Section 16: Conflict and Dispute Resolution

16.1 Initial Negotiation

If a disagreement arises regarding this Agreement, neither party will start formal legal proceedings (except for urgent injunctions) until this process is followed:

• Notice of Dispute: The party claiming a dispute must send written notice to the other party, naming a representative with authority to settle the matter.
• Response: The receiving party has 14 days to respond with the name of their own authorised representative.
• Good Faith Meeting: Both representatives will meet (virtually or in person) and attempt to resolve the issue through honest discussion.

16.2 Escalation

If the dispute remains unresolved 30 days after the initial response notice, either party may then pursue other legal remedies, including court proceedings.

Section 17: General Provisions

• Assignment: You may not transfer this Agreement to anyone else without our prior written consent (such consent not to be unreasonably withheld or delayed). We may assign this Agreement as part of a corporate restructuring, merger, or sale of our business, provided we notify you.
• Entire Agreement: This Agreement (including all Service Orders) constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties, or undertakings, whether written or oral.
• Force Majeure: Neither party is liable for failing to perform due to events beyond their control. If a Force Majeure event lasts longer than 90 days, either party may terminate the affected Service Order upon written notice.
• Independent Contractors: We are an independent service provider; this Agreement does not create a partnership, joint venture, or employer-employee relationship.
• Governing Law: This Agreement is governed by the laws of England and Wales, and both parties submit to the exclusive jurisdiction of the English courts.
• Severability: If any provision of this Agreement is found by a court to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the rest of the Agreement remains in full force and effect.
• Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
• Third-Party Rights: A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

The Data Processing Addendum attached as Schedule 1 forms an integral part of this Agreement and is hereby incorporated by reference.

Schedule 1: Data Processing Addendum (DPA)

1. Scope and Roles

• General Compliance: Both parties agree to fulfil their respective obligations under all applicable Data Protection Laws.
• Our Role as Controller: We act as a "Controller" of personal data for your employees or agents who interact with us for contract management, billing, and general relationship administration.
• Our Role as Processor: When we handle personal data on your behalf to provide the Services (such as managing your user accounts or backups), we act as a "Processor".
• Your Role: You act as a "Controller" for the data you instruct us to process, and you warrant that you have the legal authority and necessary consents to provide such instructions.

2. Processing Instructions

When acting as your Processor, we will:

• Written Directions: Only process personal data based on your documented instructions unless required otherwise by law.
• Staff Confidentiality: Ensure all personnel authorised to access the data are bound by strict confidentiality obligations.
• Security Standards: Implement the technical and organisational security measures outlined in the Appendices to this DPA.
• Sub-processors: You grant us general authorisation to engage third-party sub-processors (such as Microsoft and Google for cloud services). We will notify you of any changes to our sub-processors, and you have 14 days to object on reasonable grounds.

3. Data Subject Rights and Cooperation

• Assistance: We will help you (within reasonable limits) respond to requests from individuals exercising their rights under Data Protection Laws, such as subject access requests.
• Breach Notification: We will notify you without undue delay if we become aware of a personal data breach affecting your data.
• Impact Assessments: We will provide reasonable assistance if you are required to conduct a Data Protection Impact Assessment (DPIA).

4. Audits and Inspections

• Information Requests: We will provide the information necessary to demonstrate our compliance with this DPA.
• On-site Audits: If the provided information is insufficient, you may conduct an audit or inspection once per calendar year. You must provide at least 30 days' notice and ensure the audit does not disrupt our business operations.

5. Data Deletion and International Transfers

• End of Service: Upon your request at the end of the Agreement, we will either delete or return your personal data, unless we are legally required to retain it.
• Transfers Outside the UK: We may transfer data outside the UK (e.g., to EEA countries or via the International Data Transfer Agreement/Addendum), provided the transfer meets the "appropriate safeguards" required by law, including where necessary the use of the UK International Data Transfer Agreement (IDTA) or the UK Addendum to the EU Standard Contractual Clauses.

Appendix 1: Details of Processing

Appendix 2: Security Measures

We maintain appropriate technical measures to protect your data, including:

• Encryption: Using industry-standard encryption for data at rest and in transit (e.g., HTTPS).
• Access Control: Restricting data access to authorised personnel only.
• Resilience: Maintaining business continuity and disaster recovery plans to restore access to data if a technical incident occurs.
• Staff Training: Providing regular data protection and security training to our team.