MASTER SERVICES & RESELLER AGREEMENT

Suracle Ltd t/a Observer Solutions

Version 3.2
Effective Date: 1 July 2025

1. Structure of Agreement

This Agreement governs:

(a) Resale of third-party SaaS and software
(b) Consulting and advisory services
(c) Provision of in-house skills and professional services

Services may be described in:

Order Forms
Statements of Work (SOW)
Subscription Schedules

In the event of conflict, the Order Form prevails.

2. Third-Party SaaS & Software (Resale)

2.1 Vendor Governance

All third-party SaaS and software (“Vendor Services”) are governed by the applicable Vendor End User Licence Agreement (“Vendor EULA”).

The Client agrees to:

Review and approve the Vendor EULA
Comply with all Vendor terms

Observer acts solely as:

Authorised reseller
Commercial intermediary
Implementation partner (if applicable)

Observer does not operate or control Vendor Services unless expressly stated.

2.2 Vendor Liability

Observer shall not be liable for:

Vendor outages
Vendor security breaches
Vendor SLA failures
Vendor product changes
Vendor insolvency

Any remedies relating to Vendor Services are limited to those available under the Vendor EULA.

Observer may assist in escalation but is not responsible for vendor performance.

3. Consulting & Advisory Services

Observer may provide:

Cyber security consulting
GRC advisory
Risk quantification
Architecture design
Compliance readiness
Incident response advisory
Fractional leadership (e.g. vCISO)

3.1 Standard of Care

Services will be delivered with reasonable skill and care consistent with industry standards.

3.2 No Guarantee of Outcomes

Observer does not warrant that:

Systems will be secure
Incidents will not occur
Regulatory compliance will be maintained
Risks will be eliminated

Cyber security risk is dynamic and cannot be fully removed.

4. Provision of In-House Skills / Resource Augmentation

Where Observer provides personnel on a time-and-materials or retained basis:

Personnel remain employees or contractors of Observer
No employment relationship is created with the Client
Observer retains control over its personnel

The Client shall not directly solicit or employ assigned personnel during the engagement and for 12 months thereafter.

5. Fees & Payment

5.1 SaaS

Subscription fees payable in advance
Non-refundable once provisioned
Subject to vendor price changes on renewal

5.2 Consulting / Advisory

Time & materials or fixed fee as specified
Invoices payable within 30 days
VAT added where applicable

Late payments may accrue statutory interest.

Observer may suspend services for non-payment.

6. Intellectual Property

6.1 Vendor IP

Vendors retain all IP in Vendor Services.

6.2 Observer IP

Observer retains ownership of:

Methodologies
Templates
Frameworks
Tools
Pre-existing materials

6.3 Deliverables

Upon full payment, Client receives a non-exclusive licence to use Deliverables internally.

Deliverables may not be commercially exploited without written consent.

7. Confidentiality

Each party shall keep confidential all non-public information received.

Obligations survive termination for five years.

8. Data Protection

Each party shall comply with applicable data protection laws including UK GDPR.

For Vendor Services:

Data processing is governed by Vendor EULA.

For Advisory Services:

Observer acts as independent controller unless otherwise agreed in writing.

A separate Data Processing Addendum may be entered into if required.

9. Limitation of Liability

9.1 Unlimited Liability

Nothing limits liability for:

Death or personal injury caused by negligence
Fraud or fraudulent misrepresentation

9.2 Financial Cap

Observer’s total aggregate liability in any 12-month period shall not exceed:

The total fees paid to Observer in that period.

(You can increase this to 125% or 150% if enterprise pressure requires.)

9.3 Excluded Losses

Observer shall not be liable for:

Indirect or consequential loss
Loss of profit
Loss of revenue
Loss of data
Loss of business opportunity
Vendor failures

10. Insurance

Observer maintains professional indemnity insurance appropriate to the Services provided.

Evidence available upon request.

11. Term & Termination

The Agreement continues for the duration specified in the relevant Order Form or SOW.

Either party may terminate for material breach not remedied within 30 days.

Termination does not:

Automatically terminate Vendor EULA
Relieve Client of outstanding payment obligations

12. Force Majeure

Neither party shall be liable for events beyond reasonable control including:

Infrastructure failure
Cyber attack
Government action
Network outage

13. Governing Law

This Agreement is governed by the laws of England and Wales.

Courts of England and Wales shall have exclusive jurisdiction.