INTERPRETATION
The following definitions apply in this Agreement:
Affiliate: in relation to a party, any entity that controls, is controlled by, or is under common control with that party. For the purpose of this definition, “controls”, “control” and “controlled” shall be interpreted in accordance with section 1124 of the Corporation Tax Act 2010.
Agreement: this Master Services Agreement.
Aggregate Data: data that has been aggregated, de-attributed and/or anonymised to meet the Non-Identifiability Standard, so that it does not, directly or indirectly, identify the Client, its Suppliers, products or ingredients. Aggregate Data does not include personal data.
AI/ML Models: the artificial-intelligence and machine-learning models used, operated, developed or improved by Mondra in connection with the Platform and the Services, including their algorithms, parameters, weights and learnings.
Authorised Users: those employees, agents and contractors of the Client who are authorised by the Client to access the Platform in accordance with this Agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: 9.00am to 5.00pm Monday to Friday on a Business Day.
Change Order: has the meaning given in clause 16.1.
Charges: the charges payable by the Client in relation to the Services, as set out in the Statement(s) of Work.
Client Data: data, information and materials provided by or on behalf of the Client to Mondra, or made accessible to Mondra by the Client, for the purpose of receiving the Services, including product, ingredient, supplier, sourcing, process, packaging and volume inputs. Client Data does not include Derived Data, Aggregate Data or Output Data.
Client Default: has the meaning given in clause 8.2.
Confidential Information: all information (however recorded or preserved) that one party or any of its Affiliates (discloser) discloses or makes available to the other party or any of its Affiliates (recipient) in connection with this Agreement and which would be regarded as confidential by a reasonable business person. It includes any information relating to the Charges or either party's operations, products, processes, trade secrets or know-how. It does not include information that:
is or becomes generally available to the public (other than as a result of the recipient's breach);
was available to the recipient on a non-confidential basis before disclosure by the discloser;
was, is or becomes available to the recipient on a non-confidential basis from a person who, to the recipient's knowledge, is not bound by a confidentiality agreement with the discloser or otherwise prohibited from disclosing the information to the recipient;
is developed by or for the recipient independently of the information disclosed by the discloser; or
the parties agree in writing is not confidential or may be disclosed.
Contract Year: each 12-month period starting on the Effective Date or an anniversary of it.
controller and personal data: as defined in the Data Protection Laws.
Data Protection Laws: all applicable data protection and privacy legislation in force from time to time which is applicable to a party, including the UK GDPR (as defined in section 3(10) (as supplemented by Section 205(4) of the Data Protection Act 2018); the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and the Data (Use and Access) Act 2025.
Derived Data: data, intelligence, inferences, structures, models and learnings generated by Mondra through the Platform by applying Mondra’s own models, assumptions, methodologies and inference logic to Client Data and other inputs, including the supply-chain digital twin and the nodes, relationships and metrics within it. Derived Data is attributable to the Client but is distinct from, and is not, Client Data. Derived Data does not include personal data.
Documentation: the user documentation and specifications for the Platform and the Services made available by Mondra [SPECIFY WHERE – LINK?], as updated from time to time.
Effective Date: the date that this Agreement is signed by both parties OR [DATE].
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Non-Identifiability Standard: the standard met where a reasonable third party could not, from the data in question, identify the Client (or its Suppliers, products or ingredients) or reconstruct Client Data.
Output Data: the reports, metrics, analyses, recommendations and other outputs made available to the Client through the Platform as part of the Services. Output Data may include (but is not limited to) environmental and product-carbon-footprint metrics.
Package: a functional package of the Services specified in a Statement of Work (for example, Mondra for Sustainability, Mondra for Commercial and Mondra for Compliance).
Participant: any person that accesses the Platform, including the Client, a Supplier and a Data or Network Partner.
Platform: Mondra’s proprietary supply-chain digital-twin online platform at https://mondra.com, or any other website notified by Mondra to the Client from time to time.
SaaS Services: the subscription services provided by Mondra via the Platform.
Services: the services to be provided by Mondra to the Client as set out in a Statement of Work.
Sherpa: Mondra’s agentic AI functionality, which provides analysis, insight and recommendations and may, where configured by the Client, take defined actions within the Platform or in respect of a specific data set.
Software: the online software applications provided by Mondra as part of the SaaS Services.
Supplier: a supplier of goods or services in relation to a product (whether direct or indirect) within the Client’s supply chain.
Statement of Work: a statement of work describing the Services to be provided by Mondra, including details of the Charges and other commercial particulars.
Term: the term of this Agreement, as described in clause 2.1.
User Subscriptions: any user subscriptions granted by Mondra to the Client pursuant to a Statement of Work, which entitle Authorised Users to access the Platform.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
In this Agreement: (a) a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision; (b) any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; (c) a reference to writing or written includes email; (d) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
Clause, Schedule and paragraph headings do not affect the interpretation of this Agreement.
The Schedules form part of this Agreement and have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
This Agreement is binding on, and enures to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
Commencement and Term
This Agreement commences on the Effective Date and shall continue, unless terminated earlier in accordance with clause 19 until either party gives to the other party not less than 90 days’ notice to terminate, expiring on or after the [first] anniversary of the Effective Date. This notice shall not be given before the [first] anniversary of the Effective Date and shall expire on the termination or expiry of all Statement(s) of Work entered into before the date on which it is given.
The parties shall not enter into any further Statement(s) of Work after the date on which notice to terminate is served under clause 2.1.
Mondra shall provide the Services from the date specified in the relevant Statement(s) of Work.
This Agreement shall apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Statements of Work
The Client and Mondra may, from time to time, enter into Statements of Work. Each Statement of Work will refer to and be subject to the terms of this Agreement.
Once a Statement of Work has been agreed and signed by the parties, no amendment shall be made to it except in accordance with clause 16 (Change Control) or clause 25.5 (Variation).
Each Statement of Work forms part of this Agreement and is not a separate contract. The terms of a Statement of Work only apply to the Services performed under that Statement of Work and not to Services performed under any other Statement of Work.
If there is an inconsistency between any of the provisions of this Agreement and the provisions of any Statement of Work, the provisions of this Agreement shall prevail (unless the parties expressly state otherwise in the "Special Terms" section of a Statement of Work).
Supply of Services and Mondra’s Obligations
Mondra shall supply the Services substantially in accordance with the Documentation and with reasonable skill and care, from the date specified in the relevant Statement of Work.
Mondra shall use reasonable endeavours to meet any performance dates specified in this Agreement or any Statement of Work. The Client agrees that Mondra shall not be liable for any delays or failures which are caused wholly or partly by the Client or any Supplier and/or other related party, including any delay or failure in the supply of data, information or services.
Mondra is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Mondra shall perform regular back-ups of Client Data. In the event of any loss or damage to Client Data then save where the loss of Client Data constitutes a breach of clause 13, the Client's sole and exclusive remedy against Mondra shall be for Mondra to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Mondra.
Mondra does not warrant that:
the Client’s use of the Services will be uninterrupted or error free;
that the Services and/or the information obtained by the Client through the Services will meet the Client's requirements; or
the Software or the Services will be free from vulnerabilities or Viruses.
Mondra shall obtain and maintain all licences, consents and permissions needed to supply the Services in accordance with this Agreement.
Nothing in this Agreement prevents Mondra from supplying the same or similar services to other clients, or from independently developing, using or commercialising products or services similar to those provided under this Agreement.
Mondra reserves the right to amend this Agreement and/or the Services if necessary to comply with any applicable law or regulatory requirement, and Mondra shall notify the Client in any such event.
Mondra shall supply the Services in accordance with the service levels set out at Schedule 3.
Mondra maintains the technical and organisational security measures as described in Schedule 2. - Information Security.
SaaS Services
This clause applies where the parties have entered into a Statement of Work pursuant to which Mondra agrees to provide the SaaS Services to the Client.
Subject to the Client paying the Charges in accordance with this Agreement, Mondra hereby grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the SaaS Services during the Term solely for the Client’s internal business operations.
The undertaking at clause 4.1 shall not apply to the SaaS Services to the extent that any non-conformance is caused by use of the SaaS Services contrary to Mondra’s instructions, or modification or alteration of the SaaS Services by any party other than Mondra or Mondra’s duly authorised contractors or agents. If the SaaS Services do not conform with the undertaking at clause 4.1, Mondra will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 4.1 in respect of the SaaS Services.
Mondra shall use commercially reasonable endeavours to make SaaS Services available 24 hours a day, seven days a week, except for:
planned maintenance carried out during the maximum maintenance window of 6.00 pm to 8.00 am UK time; and
unscheduled maintenance, provided that Mondra has used reasonable endeavours to give the Client at least 6 Business Hours' notice in advance.
User Subscriptions
Where Mondra grants the Client a specific number of User Subscriptions in a Statement of Work, the Client undertakes that:
the maximum number of Authorised Users that it authorises to access and use the Platform shall not exceed the number of authorised User Subscriptions;
it will not allow or suffer any User Subscription to be used by more than one individual Authorised User; and
each Authorised User shall keep a secure password for their use of the Platform, and that each Authorised User shall keep their password confidential.
The Client may, from time to time during the Term, purchase additional User Subscriptions in excess of the number set out in a Statement of Work at Mondra’s standard rates from time to time and Mondra shall grant access to the Platform to such additional Authorised Users in accordance with the provisions of this Agreement.
If the Client wishes to purchase additional User Subscriptions, the Client shall notify Mondra in writing. Mondra shall evaluate such request for additional User Subscriptions and respond to the Client with approval or rejection of the request and confirming the additional fees payable. Where Mondra approves the request, and subject to payment of such additional fees, Mondra shall activate the additional User Subscriptions within 14 days of its approval of the Client's request (and the definition of “Charges” shall be deemed to be increased accordingly).
The Client shall notify Mondra without undue delay of any actual or suspected unauthorised access to or use of the SaaS Services, the Software or the Platform. Mondra may suspend the affected access until the matter is resolved. Mondra shall not be liable for any unauthorised use of the SaaS Services, the Software or the Platform resulting from the Client’s failure to keep its access credentials secure, or for the consequences of any suspension under this clause.
Restrictions on use of the Services
The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) is otherwise illegal or causes damage or injury to any person or property. Mondra reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this clause.
The Client shall not:
except as may be required by any applicable law which is incapable of exclusion by agreement between the parties, or to the extent expressly permitted under this Agreement:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
access all or any part of the Software in order to build a product or service which competes with the Services;
use the Services to provide services to third parties, save as expressly agreed by Mondra;
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users;
attempt to obtain, or assist third parties in obtaining, access to the Software or the Platform; or
introduce or permit the introduction of any Virus or vulnerability into Mondra’s network and information systems.
The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and the Platform and promptly notify Mondra of any such unauthorised access or use.
Client’s obligations
The Client shall:
co-operate with Mondra in all matters relating to the Services;
provide Mondra with all necessary access to information and co-operation as may reasonably be required by Mondra in order to provide the Services, including the Client Data;
ensure that the Client Data and any other data or information it provides to Mondra is complete and accurate; and
obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
If Mondra’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
Mondra will not be in breach of this Agreement nor liable for any losses, liabilities, damages or costs incurred by the Client as a result of its performance being prevented or delayed;
without limiting or affecting any other right or remedy available to it, Mondra shall have the right to suspend performance of the Services until the Client remedies the Client Default; and
Mondra shall be entitled to charge such pro-rata proportion of its Charges as it deems reasonable for the Services provided or work undertaken in relation to the Services.
The Client shall not oppose or prevent any of its Suppliers from procuring services from Mondra.
Charges and Payment
In consideration for the Services, the Client shall pay the Charges to Mondra.
Mondra shall invoice the Client for the Charges on the schedule set out in the Statement of Work. If no schedule is specified, Mondra shall invoice the Client at the [start OR end] of each month for Services [performed during that month OR to be performed in the following month].
The Client shall pay each invoice submitted by Mondra in accordance with the payment terms set out in the Statement of Work (or, if the Statement of Work does not specify payment terms, within 30 days of the date of Mondra’s invoice), in full and in cleared funds to a bank account nominated in writing by Mondra.
Where a Statement of Work provides for Mondra to provide a Package on a usage-tiered basis:
the Statement of Work shall specify the usage threshold and how Charges will be increased if the Client exceeds that usage threshold; and
Mondra shall monitor the Client’s usage and notify the Client before applying any increase in the Charges described in clause 9.4(a).
Where the Charges are calculated on a time and materials basis:
Mondra’s fee rates for each grade of personnel are as set out in the Statement of Work;
daily fee rates are calculated on the basis of an eight-hour day, worked during Business Hours
Mondra shall ensure that its personnel complete time sheets to record time spent on the Services, and Mondra shall indicate the time spent per individual in its invoices.
Mondra may increase the Charges in any Statement of Work no more than once in any Contract Year by the higher of (i) 4% and (ii) the percentage increase in the Consumer Prices Index in the preceding 12-month period, provided that it shall give to the Client not less than 45 days’ notice of such increase.
All amounts payable by the Client under this Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement by Mondra to the Client, the Client shall, on receipt of a valid VAT invoice from Mondra, pay to Mondra such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
If the Client fails to make a payment due to Mondra under this Agreement by the due date, then, without limiting Mondra's remedies under clause 19, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.8 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
Charges are payable in the currency stated in the Statement of Work. All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Except as expressly provided in clause 19.5, all Charges paid or payable under this Agreement are non-refundable, and the Client is not entitled to any refund, credit or set-off of Charges on termination, non-renewal or cessation of use.
Data and Intellectual Property Rights
Mondra acknowledges that the Client Data constitute confidential information of the Client (or its licensors). Mondra shall keep the Client Data confidential in accordance with clause 20 (Confidentiality). The Client grants Mondra a non-exclusive, royalty-free, worldwide licence to use, copy, process and store the Client Data during the Term in order to provide the Services and to create, produce and derive Derived Data, Aggregate Data and Output Data.
The Client acknowledges that Mondra and/or its licensors own all Intellectual Property Rights in the Software and the Platform. Except as expressly stated herein, this Agreement does not grant the Client any Intellectual Property Rights to, under or in respect of the Software and the Platform.
All Intellectual Property Rights in and to the AI/ML Models, the Derived Data, the Aggregate Data and the Output Data shall vest in and be owned by Mondra. Mondra may use, copy, modify, combine, distribute, license and otherwise exploit the Aggregate Data, [the Derived Data] and the Output Data without restriction, within and beyond the Platform, provided that it has been anonymised to the Non-Identifiability Standard.
Mondra may use the Derived Data to provide and improve the Services and to create Aggregate Data. Mondra shall not disclose, license or otherwise make available to any third party any Derived Data that directly or indirectly identifies the Client, its Suppliers, products or ingredients except where:
expressly authorised by the Client (for example, in order to share such data with a Supplier through the functionality on the Platform).
Mondra grants the Client a fully paid-up, worldwide, non-exclusive, royalty-free, licence to use the Output Data for its internal business purposes, without the right to grant sub-licences. Following termination or expiry of this Agreement, such licence continues on a perpetual basis, but is limited to Output Data downloaded or generated before termination or expiry of this Agreement.
Mondra may use Aggregate Data to provide cross-customer benchmarking and comparative analysis at supplier and product level, provided that such benchmarking meets the Non-Identifiability Standard, including the minimum cell size in that standard. Mondra shall not provide benchmarking that identifies the Client or any other customer of Mondra.
On termination or expiry of this Agreement, Mondra shall:
within a reasonable period, delete or anonymise to the Non-Identifiability Standard the Client Data in its possession;
be entitled to retain, in perpetuity, the Derived Data, the Aggregate Data and all model-level learning derived from them; and
not be obliged to maintain the Client’s primary data feed or to preserve any functionality that depends on it.
The Client acknowledges that the Output Data and any analysis, insight or recommendation produced by the Platform or Sherpa are indicative only and represent the output of the Services at a particular point in time. Such outputs may be restated as Mondra’s methodology evolves, and as further data becomes available. Mondra does not warrant that the Output Data and any analysis, insight or recommendation produced by the Platform or Sherpa are accurate, complete or fit for any particular purpose, and the Client relies on them at its own risk.
Mondra is not liable for any decision or action taken by the Client or its Authorised Users in reliance on the Output Data or Sherpa, save to the extent caused by Mondra’s breach or negligence. Where Sherpa autonomously executes an action the Client configured it to take and that action malfunctions, Mondra is liable only to the extent the malfunction is caused by Mondra’s breach or negligence.
The Client is responsible for any public, marketing, environmental, sustainability or regulatory claim it makes using or derived from the Output Data, and for ensuring each such claim is accurate, substantiated and compliant with applicable law, including the CMA Green Claims Code and any equivalent green-claims legislation. Mondra is not liable for any claim made by the Client or for any regulatory or third-party challenge to such a claim.
The Output Data is not legal, regulatory, accounting or compliance advice. The Client is responsible for its own regulatory reporting and filings (including any Scope 3 or sustainability disclosure) and for determining the suitability of the Output Data for those purposes.
The Platform and the Output Data support, but do not constitute, supply-chain due diligence. Using the Platform does not discharge the Client’s own due-diligence obligations, including under the Modern Slavery Act 2015 and any environmental due-diligence law.
Artificial Intelligence and Machine Learning
Mondra may use the Aggregate Data to train, fine-tune, develop, test, evaluate, operate and improve the AI/ML Models and the Platform, to develop successor products, models and functionality, and to retain that Aggregate Data and the resulting model-level learning indefinitely.
Mondra may use Derived Data to deliver the Services and to create Aggregate Data. Mondra may retain model-level learning derived from that processing, provided that such learning does not directly or indirectly identify the Client, its Suppliers or products, or enable reconstruction of Client Data. Mondra shall not train the AI/ML Models on Derived Data that directly or indirectly identifies the Client save where that data meets the Non-Identifiability Standard (at which point it constitutes Aggregate Data).
Mondra warrants that its own processes for collecting and curating the data it uses to train the AI/ML Models comply with applicable law. Mondra gives no warranty as to the lawfulness, provenance, accuracy or non-infringement of any third-party or foundation-model training datasets it does not control.
Supply-Chain Data Governance
The Platform is a multi-party environment in which the Client, its Suppliers and other Participants contribute and access supply-chain data. Each Participant controls the visibility of the data it owns, and Mondra applies access controls and logical separation between Participants.
Visibility operates on a default-deny basis. A Participant’s data is made visible to another Participant only to the extent the owning Participant permits, or as strictly necessary to deliver a shared supply-chain function (such as a shared product footprint), and then only to that extent.
Where Participants share a node in the supply chain (such as a common Supplier or facility), Mondra shall not disclose one Participant’s identifying or commercially sensitive data to another, and shall apply controls designed to prevent a Participant deriving another Participant’s volumes, sourcing, costs or pricing from a shared node.
A Participant that contributes data relating to a third party (including a sub-supplier or upstream tier) warrants that it has the right to contribute that data for use under this Agreement. Rights in primary data contributed by an upstream Participant are governed by clause 10, on the basis that it is that Participant’s Client Data.
Each Participant is responsible for the accuracy and completeness of the data it contributes. Mondra is not liable for the accuracy of data contributed by the Client, a Supplier or any other third party, or for Output Data affected by it.
Anti-Bribery and Corruption
Mondra shall during the term of this Agreement:
comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the Relevant Requirements);
not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
establish, maintain and enforce its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements;
promptly notify the Client (in writing) if it becomes aware of any breach of clause 13.1(a) or clause 13.1(b), or has reason to believe that it has received a request or demand for any undue financial or other advantage in connection with the performance of this Agreement;
immediately notify the Client (in writing) if a foreign public official becomes an officer or employee of Mondra and Mondra warrants that it has no foreign public officials as officers or employees at the Effective Date; and
on the Client’s written request, certify to the Client compliance with this clause 13 by Mondra and all persons referred to in clause 13.2. Mondra shall provide such supporting evidence of compliance as the Client may reasonably request.
Mondra shall ensure that its agents, consultants, contractors, subcontractors and any other persons engaged in performance of Mondra's obligations under this Agreement do so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Mondra in this clause 13 (Relevant Terms). Mondra shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Client for any breach by such persons of any of the Relevant Terms.
For the purpose of this clause 13, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
Anti-Slavery and Human Trafficking
In performing its obligations under this Agreement, Mondra shall:
comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force including the Modern Slavery Act 2015; and
not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct had been carried out in England and Wales.
Mondra represents and warrants that it has not been convicted of any offence involving slavery and human trafficking or been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.
Legal Compliance and Insurance
Each party shall comply with all applicable laws in connection with the performance of its obligations under this Agreement, including any applicable sanctions, export control and trade laws.
Neither party shall use the Platform to facilitate the disclosure or exchange of competitively sensitive information in breach of competition law. Mondra’s cross-Participant benchmarking and market insights are structured (through aggregation, anonymisation to the Non-Identifiability Standard, and the exclusion of current and forward-looking pricing) to comply with applicable competition law, including by ensuring that Participants cannot obtain through the Platform details of another Participant’s current or future prices, costs, margins, volumes or commercial strategy in identifiable form.
During the Term, Mondra shall maintain, with reputable insurers, professional indemnity and cyber insurance of not less than £2,000,000, and shall provide evidence of cover to the Client on request.
Change Control
Either party may propose changes to the scope or execution of the Services in a Statement of Work but no proposed changes shall come into effect until a Change Order has been signed by both parties. A Change Order is a document setting out the proposed changes and the effect that those changes will have on:
the Services to be delivered under that Statement of Work;
the Charges under that Statement of Work;
the timetable for delivery of the Services under that Statement of Work; and
any of the other terms of the Statement of Work or this Agreement.
If Mondra wishes to make a change to the Services specified in a Statement of Work it shall provide a draft Change Order to the Client.
If the Client wishes to make a change to the Services specified in a Statement of Work:
it shall notify Mondra and provide as much detail as Mondra reasonably requires of the proposed changes, including the timing of the proposed changes; and
Mondra shall, as soon as reasonably practicable after receiving the information at clause 16.3(a), confirm whether it accepts or rejects the proposed changes, and (if Mondra accepts the changes, in whole or in part) provide a draft Change Order to the Client.
If the parties:
agree to a Change Order, they shall sign it and that Change Order shall amend this Agreement; or
are unable to agree a Change Order, the Change Order shall have no force or effect and this Agreement shall continue without amendment of its terms.
Warranties and Indemnity
Each party warrants that it has the right, power and authority, and all necessary licences and consents, to enter into and perform this Agreement.
Mondra warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
Mondra warrants that it has all the rights in relation to the Software and the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
Mondra shall defend the Client, its officers, directors and employees against any claim that the Client's use of the Services or Documentation in accordance with this Agreement infringes any third party Intellectual Property Rights, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:
Mondra is given prompt notice of any such claim;
the Client does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Mondra in the defence and settlement of such claim, at Mondra's expense; and
Mondra is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, Mondra may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
In no event shall Mondra, its employees, agents and sub-contractors be liable to the Client under the indemnity in clause 17.4 to the extent that the alleged infringement is based on:
a modification of the Services or Documentation by anyone other than Mondra;
the Client's use of the Services or Documentation in a manner contrary to the instructions given to the Client by Mondra;
the Client's use of the Services or Documentation after notice of the alleged or actual infringement from Mondra or any appropriate authority;
the Client Data; or
the Client's breach of this Agreement.
The foregoing and clause 18.4 state the Client's sole and exclusive rights and remedies, and Mondra's (including Mondra's employees', agents' and sub-contractors') entire obligations and liability, for infringement or alleged infringement of any third party patent, copyright, trade mark or database right by Mondra.
Limitation of liability
Except as expressly and specifically provided in this Agreement:
the Services are provided to the Client on an "as is" basis;
the Client assumes sole responsibility for results obtained from the use of the Services by the Client, and for conclusions drawn from such use. Mondra shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Mondra by the Client in connection with the Services, or any actions taken by Mondra at the Client's direction; and
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
Nothing in this Agreement limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Nothing in this clause 18 limits the Client’s payment obligations under this Agreement.
Subject to clause 18.2, each party’s total liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall not exceed:
for any breach of clause 20 (Confidentiality) or 21 (Data Protection), the greater of (i) £[500,000] and (ii) triple the Charges paid or payable in the 12 month period preceding the date upon which the relevant liability arose; and
for all other loss or damage arising from defaults occurring within any Contract Year, the greater of (i) £100,000 and (ii) the Charges paid or payable in the 12 month period preceding the date upon which the relevant liability arose.
Neither party shall be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with this Agreement, for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; or (g) indirect or consequential loss.
The Client understands and agrees that it is not and will not be a party to the contract between Mondra and any of the Suppliers, and that Mondra has no liability to the Client for any services or goods provided to any of the Suppliers under such contract.
Termination
Without affecting any other right or remedy available to it, either party may terminate this Agreement or any Statement of Work with immediate effect by giving written notice to the other party if:
the other party commits a material breach of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
Without affecting any other right or remedy available to it, if the Client fails to pay any undisputed amount due under a Statement of Work on the due date for payment Mondra may suspend the supply of Services under that Statement of Work until the outstanding amounts are paid in full.
On termination of a Statement of Work, each party shall perform its obligations under clause 19.6 in relation to any terminated Services.
Termination of one Statement of Work shall not terminate or otherwise affect any other Statement of Work, which shall remain in full force and effect.
Where Mondra terminates this Agreement or a Statement of Work in circumstances other than those described in clause 19.1, or the Client terminates this Agreement or a Statement of Work for any of the reasons listed in clause 19.1, Mondra shall refund to the Client any Charges it has pre-paid for the period following the effective date of termination.
On termination or expiry of this Agreement, unless otherwise agreed by Mondra:
all licences granted under this Agreement shall immediately terminate (save to the extent provided in clause 10.5) and the Client shall immediately cease use of the Services and the Platform;
the Client shall pay to Mondra all of Mondra’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Mondra shall submit an invoice, which shall be payable by the Client in accordance with this Agreement; and
the Client shall immediately cease all use of the Mondra name in online content and future product marketing.
The Client may, within the [6] month period immediately following termination or expiry of this Agreement, require Mondra to provide a copy of any Client Data held by Mondra and any Output Data generated before the effective date of termination or expiry of this Agreement. Mondra shall provide such data in a common machine readable format.
Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
Confidentiality
Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any Confidential Information received from or relating to the other party, except as permitted by clause 10, clause 20.2 or clause 20.3.
Each party may disclose the other party’s Confidential Information:
as is necessary in order to perform its obligations under this Agreement, or as expressly permitted by the terms of this Agreement;
to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s rights or obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 20; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
[Mondra shall be entitled to disclose the following information to the Client’s Suppliers to the extent necessary in order to deliver the Services: (i) the Client’s name, (ii) the identity of the Client’s products, (iii) the nature of the Services being provided under this Agreement; (iv) the Client Data (to the extent authorised by the Client); and (v) any other information to the extent agreed with the Client from time to time.]
Data Protection
Each party may share the names and contact details of its and its Affiliates' staff and the Client may share the names, email addresses and passwords of its Authorised Users (Shared Personal Data) with the other party (Data Recipient) for the purpose of facilitating the provision of the Services pursuant to this Agreement (Agreed Purpose).
Each party shall process the Shared Personal Data as independent controllers and comply with all the obligations imposed on a controller under Data Protection Laws.
Without prejudice to clause 21.1:
the Data Recipient shall only process the Shared Personal Data for the Agreed Purpose and shall not retain or process the Shared Personal Data for longer than is necessary to carry out the Agreed Purpose; and
each party shall:
ensure that it has all necessary notices and lawful bases in place to process the Shared Personal Data for the Agreed Purpose;
give full information to any data subject whose Shared Personal Data may be processed under this Agreement of the nature of that processing;
ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Shared Personal Data and against accidental loss or destruction of, or damage to, Shared Personal Data; and
provide reasonable assistance to the other party in complying with Data Protection Laws in relation to the processing of Shared Personal Data.
Publicity
The Client shall not use or display Mondra’s name, marks or methodology in connection with any consumer-facing or public environmental claim, on packaging or in marketing, without Mondra’s prior written consent.
Neither party shall use the other’s name or marks in public communications without the other party’s prior written consent (not to be unreasonably withheld or delayed).
The Client agrees, where Mondra funds the preparation, to act as a reference and to participate in a case study, subject to the Client’s prior approval of the content.
Dispute Resolution
If a dispute arises out of or in connection with this Agreement or its performance, validity or enforceability (Dispute), then the parties shall follow the procedure set out in this clause:
either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the [EMPLOYEE TITLE] of Mondra and [EMPLOYEE TITLE] of the Client shall attempt in good faith to resolve the Dispute;
if the [EMPLOYEE TITLE] of Mondra and [EMPLOYEE TITLE] of the Client are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the [SENIOR OFFICER TITLE] of Mondra and [SENIOR OFFICER TITLE] of the Client who shall attempt in good faith to resolve it;
if the [SENIOR OFFICER TITLE] of Mondra and [SENIOR OFFICER TITLE] of the Client are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute and will do so in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 10 Business Days of service of the Dispute Notice, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing (ADR Notice) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR Notice should be sent to CEDR;
if there is any point on the logistical arrangements of the mediation, other than nomination of the mediator, on which the parties cannot agree within 10 Business Days from the date of the ADR Notice, where appropriate, in conjunction with the mediator, CEDR will be requested to decide that point for the parties having consulted with them; and
unless otherwise agreed between the parties, the mediation will start not later than 40 Business Days after the date of the ADR Notice.
No party may commence any court proceedings in relation to the whole or part of the Dispute until it has attempted to settle the Dispute by mediation and either the mediation has terminated, or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
If for any reason the Dispute is not resolved within 80 Business Days of commencement of the mediation, either party may refer the Dispute for resolution to the courts of England and Wales in accordance with clause 25.9.
Nothing in this clause prevents a party from seeking interim or injunctive relief from a court at any time, including to protect its Intellectual Property Rights or Confidential Information.
Notices.
Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case), or sent by email to the relevant address given below:
Mondra: [EMAIL ADDRESS];
Client: [EMAIL ADDRESS].
Any notice shall be deemed to have been received:
if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours in the place of receipt resume.
This clause 24 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
General
Force majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement or any Statement of Work if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for eight (8) weeks, the party not affected may terminate the affected Statement of Work by giving 30 days’ written notice to the affected party.
Assignment and other dealings. The Client may not assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without Mondra’s prior written consent.
Subcontracting. Mondra may subcontract the performance of some or all of the Services, provided that Mondra remains responsible for the acts and omissions of its subcontractors as if they were its own.
Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
Variation. Except as set out in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
Third party rights. Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
Governing law and Jurisdiction. The Agreement, and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, its subject matter or formation.
This Agreement was entered into on the date stated at the beginning of it.
Signed on behalf of Mondra Global Limited Signature: ________________________________ Name: ________________________________ Title: ________________________________ Date: ________________________________ | Signed on behalf of [Client Name] Signature: ________________________________ Name: ________________________________ Title: ________________________________ Date: ________________________________ |
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SCHEDULE 1 – Information Security
Certifications. Mondra is certified to ISO/IEC 27001 and holds Cyber Essentials certification [SOC 2 Type II: status to confirm]. Mondra shall maintain its ISO/IEC 27001 certification (or certification to an equivalent recognised information security standard) throughout the Term, and will provide its current certifications or audit reports on reasonable request.
Hosting and data location. The Platform is hosted on Microsoft Azure (platform-as-a-service). Client Data is stored in [the UK / EU]. production data is not used in non-production environments.
Encryption. Data is encrypted in transit (TLS 1.2 or higher) and at rest (AES-256, FIPS 140-2 compliant).
Access control. Least-privilege access, multi-factor authentication for internal systems, and customer single-sign-on via OpenID Connect / OAuth 2.0 where supported.
Application security. Secure development lifecycle, no production data in non-production environments, dependency and vulnerability scanning, and at least annual independent penetration testing. Mondra will, on the Client’s reasonable request and subject to the Client’s confidentiality obligations, provide a summary of the findings of its most recent penetration test. This summary, together with the certifications and reports referred to in S2.1, constitutes the Client’s sole audit right in respect of information security, and the Client shall not otherwise have a right to audit Mondra’s systems.
Sub-processors. Mondra maintains a list of sub-processors (including cloud and AI-infrastructure providers) at [link]. Current sub-processors: [Microsoft Azure; AI-infrastructure provider(s) — to confirm].
Incident response. Mondra operates a documented incident-response process.
Business continuity and disaster recovery. Mondra performs regular encrypted back-ups and maintains a disaster-recovery plan with a recovery-time objective of [ ] and a recovery-point objective of [ ], tested at least [annually].
SCHEDULE 3 – Service Level Agreement
Service and Support hours
Self-help support is available 24 x 7 via support.mondra.com. Agent online support including webchat and ticketing queries will be available between 9am and 5pm GMT, Monday to Friday excluding national bank holidays in England.
Response and Resolution Times
Priority | Low | Normal | High | Urgent |
Severity | No disruption to client work. Workaround is available | Temporary disruption to client work. Workaround is available | Disruption to critical processes affecting individual users. No workaround is available | Disruption to critical business processes affecting all users. No workaround is available |
Urgency | Immediate resolution is not needed | Immediate resolution is not needed | Immediate resolution is needed | Immediate resolution is needed |
SLA Targets (business days)
Response | Low | Normal | High | Urgent |
90% first response time | Same business day | Same business day | Within 3 hours | Within 1 hour |
80% resolution time | Within 2-6 weeks | Within 1-4 Business Days | Within 5 Business Days | Within 1 Business Day |
Notice of Disruption
Mondra will notify all users of downtime via email and through notifications in support.mondra.com. For scheduled maintenance, notice will be provided up to 1 week in advance. For unscheduled maintenance releases, notice will be provided before the day of the release.
Service Availability
99.5% service availability is provided by Mondra.