Master Services Agreement

Effective Date Start date of the signed order form

This Master Services Agreement ("Agreement") is entered into by and between Progreso AI Ltd, a company registered in the United Kingdom with its registered office at 128 City Rd, London, EC1V 2NX ("Progreso"), and the entity identified on the Order Form ("Customer"). This Agreement governs the terms under which Progreso will provide its services to the Customer.

1. Definitions

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

1.2 "Confidential Information" means any non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as "Confidential," "Proprietary," or similar designation.

1.3 "Services" means the AI-driven coaching platform and related services provided by Progreso as specified in the Order Form.

1.4 "Order Form" means the document executed by both parties that specifies the Services to be provided, fees, duration, and any special terms.

1.5 "Customer Data" means any data provided by the Customer or its Authorised Users to Progreso in connection with the use of the Services.

1.6 "Authorised Users" means individuals who are authorised by the Customer to use the Services and have been supplied user identifications and passwords by the Customer.

2. Provision of Services

2.1 Service Delivery

Progreso shall provide the Services to the Customer as specified in the Order Form and in accordance with the terms of this Agreement.

2.2 Access Rights

Subject to the terms of this Agreement, Progreso grants the Customer a non-exclusive, non-transferable right to access and use the Services during the Term solely for the Customer's internal business purposes.

2.3 Service Levels

Progreso will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime and any unavailability caused by circumstances beyond Progreso's reasonable control.

2.4 Modifications

Progreso reserves the right to make changes or updates to the Services during the Term, provided that such changes do not materially reduce the functionality of the Services.

3. Fees and Payment Terms

3.1 Fees

The Customer shall pay all fees specified in the Order Form. Except as otherwise specified, fees are based on Services purchased and usage will be measured monthly.

3.2 Invoicing and Payment

Progreso will invoice the Customer in accordance with the billing frequency stated in the Order Form. Unless otherwise stated, all invoices are due net thirty (30) days from the invoice date.

3.3 Late Payments

If any invoiced amount is not received by Progreso by the due date, Progreso may charge interest on the overdue amount at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

3.4 Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments. The Customer is responsible for all such charges, excluding taxes based solely on Progreso's income.

4. Term and Termination

4.1 Term

This Agreement commences on the Effective Date and continues for the initial term specified in the Order Form ("Initial Term"). During the Initial Term, neither party may terminate this Agreement for convenience.

4.2 Automatic Renewal

Upon the expiration of the Initial Term, this Agreement shall automatically renew on a month-to-month basis (the "Renewal Term") unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the Initial Term.

4.3 Termination During Renewal Term

After the Initial Term, either party may terminate this Agreement for convenience by providing at least sixty (60) days' prior written notice to the other party. Termination will be effective at the end of the notice period.

4.4 Termination for Cause

Either party may terminate this Agreement or any Order Form immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

5. Customer Obligations

5.1 Compliance

The Customer shall ensure that its use of the Services complies with all applicable laws and regulations.

5.2 User Responsibilities

The Customer is responsible for all activities conducted under its user accounts and for maintaining the confidentiality of its access credentials.

5.3 Restrictions

The Customer shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Services; (b) use the Services to transmit unlawful or infringing material; (c) interfere with or disrupt the integrity or performance of the Services.

5.4 Data Accuracy

The Customer is responsible for the accuracy, quality, and legality of Customer Data and the means by which it acquired such data.

5.5 Prohibited Content

The Customer and its Authorised Users shall not upload, transmit, or otherwise make available through the Services any content that:

infringes any third-party intellectual property rights, including but not limited to copyrights, trademarks, patents, or trade secrets;
violates any applicable law or regulation; or
is otherwise unlawful, offensive, or inappropriate as reasonably determined by Progreso.

Progreso reserves the right, but not the obligation, to monitor, remove, or restrict access to any content uploaded by the Customer that it reasonably believes violates this provision. The Customer shall be solely responsible for obtaining all necessary rights and permissions for any content it uploads to the Services.

In the event of a violation of this clause, Progreso may suspend or terminate the Customer's access to the Services and shall not be liable for any resulting damages. The Customer agrees to indemnify and hold Progreso harmless from any claims, damages, or legal actions arising from the Customer's breach of this clause.

6. Intellectual Property Rights

6.1 Progreso IP

Progreso retains all rights, title, and interest in and to the Services, including all related intellectual property rights.

6.2 Customer Data

The Customer retains all rights, title, and interest in and to Customer Data. Progreso is granted a limited licence to use Customer Data solely to provide the Services.

6.3 Feedback

Any suggestions or feedback provided by the Customer may be used by Progreso without obligation or restriction.

7. Confidentiality

7.1 Confidentiality Obligations

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it solely for the purposes of this Agreement.

7.2 Exceptions

Confidential Information does not include information that is (a) publicly available without breach of this Agreement; (b) known to the receiving party prior to disclosure; (c) rightfully obtained from a third party; or (d) independently developed by the receiving party.

7.3 Compelled Disclosure

If a party is required by law to disclose Confidential Information, it shall provide prompt notice to the other party and cooperate in seeking a protective order.

8. Data Protection and Privacy

8.1 Compliance with Laws

Both parties shall comply with all applicable data protection and privacy laws in the performance of this Agreement.

8.2 Data Processing

To the extent that Progreso processes any personal data on behalf of the Customer, the parties shall enter into a separate Data Processing Agreement as required by law.

8.3 Security Measures

Progreso shall implement appropriate technical and organisational measures to protect Customer Data against unauthorised access, loss, or destruction.

8.4 Data Breach Notification

Progreso shall promptly notify the Customer upon becoming aware of any data breach affecting Customer Data.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

9.2 Progreso Warranties

Progreso warrants that the Services will perform substantially in accordance with the Documentation under normal use and circumstances.

9.3 Disclaimer

Except as expressly provided herein, the Services are provided "as is," and Progreso disclaims all other warranties, express or implied, including any warranties of merchantability or fitness for a particular purpose.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement.

10.2 Limitation on Liability

Progreso's total liability under this Agreement shall not exceed the total amount paid by the Customer under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim.

11. Indemnification

11.1 By Progreso

Progreso shall defend and indemnify the Customer against any claim that the Services infringe any intellectual property rights of a third party and shall pay any resulting damages awarded.

11.2 By Customer

The Customer shall defend and indemnify Progreso against any claim arising from the Customer's use of the Services in violation of this Agreement or applicable laws.

11.3 Conditions

The indemnified party must (a) promptly notify the indemnifying party of the claim; (b) provide reasonable cooperation; and (c) allow the indemnifying party to control the defence and settlement of the claim.

12. Anti-Corruption and Compliance

12.1 Anti-Corruption

Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employee or agent of the other party.

12.2 Compliance with Laws

Both parties shall comply with all applicable laws and regulations, including anti-corruption and anti-bribery laws such as the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act.

13. General Provisions

13.1 Entire Agreement

This Agreement, including all Order Forms and any referenced attachments, constitutes the entire agreement between the parties and supersedes all prior agreements.

13.2 Amendments

Any amendments to this Agreement must be in writing and signed by both parties.

13.3 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except in the case of a merger or sale of substantially all assets.

13.4 Notices

All notices under this Agreement shall be in writing and sent to the addresses specified in the Order Form.

13.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control.

13.6 Severability

If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

13.7 Waiver

The failure to enforce any provision shall not constitute a waiver.

13.8 Governing Law and Jurisdiction

This Agreement shall be governed by the laws of England and Wales. The parties consent to the exclusive jurisdiction of the courts of England and Wales.

13.9 Third-Party Rights

This Agreement does not confer any rights on any third party.

13.10 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original.