Master Services Agreement

Order Form

1. Definitions

In this Agreement, the following terms have the meanings set out below:

• "Agreement" means this MSA together with the Order Form and all Schedules.
• "Authorised Users" means the Customer's employees and agents permitted to access the Platform.
• "Commencement Date" means the date specified in the Order Form.
• "Confidential Information" means any information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential.
• "Customer Data" means all data uploaded to or generated by the Customer's use of the Platform.
• "Documentation" means the user guides and technical documentation made available by Mintstone at docs.mintstone.co.uk or equivalent.
• "DPA" means the Data Processing Agreement between the parties, which is incorporated by reference.
• "Fees" means the amounts payable by the Customer as set out in the Order Form.
• "Intellectual Property Rights" means patents, copyright, database rights, trade secrets, trade marks, and all other intellectual property rights.
• "Platform" means the Mintstone SaaS application for development finance portfolio monitoring and ADC loan classification, including all updates and new features.
• "PS 1/26" means PRA Policy Statement PS 1/26: Implementation of the Basel 3.1 standards and any successor or amending publications.
• "Service Level" means the service availability and support commitments set out in Schedule 1.

2. Grant of Licence

2.1 Licence

Subject to payment of the Fees and compliance with this Agreement, Mintstone grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the Term for the Customer's internal business purposes.

2.2 Authorised Users

The Customer may permit its Authorised Users to access the Platform. The Customer is responsible for ensuring Authorised Users comply with this Agreement and shall be liable for any breach by them.

2.3 Restrictions

The Customer shall not, and shall ensure Authorised Users do not:

• sublicence, resell, or make the Platform available to any third party other than as permitted under this Agreement;
• reverse engineer, decompile, or attempt to derive source code from the Platform;
• use the Platform to develop a competing product;
• remove or obscure any proprietary notices or branding;
• access the Platform by automated means (scraping, bots) without Mintstone's prior written consent.

3. Mintstone's Obligations

3.1 Service Provision

Mintstone shall make the Platform available in accordance with the Service Levels in Schedule 1 and provide support in accordance with the Customer's subscription tier.

3.2 Updates

Mintstone may update the Platform from time to time to fix errors, improve functionality, or reflect regulatory changes. Mintstone will endeavour to notify the Customer of material changes affecting workflow at least 14 days in advance.

3.3 Regulatory Updates

Mintstone shall use reasonable endeavours to update the Platform's ADC classification logic to reflect material amendments to PS 1/26 or applicable PRA guidance within a reasonable timeframe, but does not warrant that outputs will at all times reflect the most current regulatory interpretation.

4. Customer's Obligations

The Customer shall:

• provide accurate, complete, and up-to-date data and information required for the Platform to function correctly;
• ensure it has all necessary rights and authorisations to share data with Mintstone (including open banking consents from borrowers);
• maintain appropriate security over Authorised User credentials;
• notify Mintstone promptly of any suspected security incident or unauthorised access;
• remain solely responsible for all regulatory capital calculations, RWA determinations, and submissions to the PRA or any other regulator, and shall not treat any Platform output as a substitute for its own regulatory compliance obligations.

5. Fees and Payment

5.1 Fees

The Customer shall pay the Fees as set out in the Order Form. All Fees are exclusive of VAT, which shall be charged at the prevailing UK rate.

5.2 Invoicing

Mintstone shall invoice the Customer in accordance with the billing frequency set out in the Order Form. Payment is due within 30 days of the invoice date.

5.3 Late Payment

Late payments shall accrue interest at 4% per annum above the Bank of England base rate from the due date until payment is made, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

5.4 Fee Increases

Mintstone may increase Fees on renewal of the Initial Term by giving no less than 90 days' written notice prior to the renewal date. Fee increases during an Initial Term require the Customer's written consent.

5.5 Disputed Invoices

If the Customer disputes an invoice in good faith, it shall notify Mintstone in writing within 14 days of receipt, pay the undisputed portion, and the parties shall seek to resolve the dispute promptly.

6. Intellectual Property

6.1 Mintstone IP

All Intellectual Property Rights in the Platform, Documentation, and any materials produced by Mintstone are and shall remain the exclusive property of Mintstone. No rights are granted to the Customer other than the licence in clause 2.1.

6.2 Customer Data

All Intellectual Property Rights in Customer Data are and shall remain the property of the Customer (or its licensors). The Customer grants Mintstone a limited licence to process Customer Data solely to provide the Platform and services under this Agreement.

6.3 Aggregate Data

Mintstone may use anonymised, aggregated, and de-identified data derived from the Platform to improve its products and services, provided such data cannot be used to identify the Customer or any individual.

6.4 Feedback

The Customer may provide feedback or suggestions regarding the Platform. Any such feedback may be used by Mintstone without obligation or compensation, and Mintstone shall own all Intellectual Property Rights in any resulting improvements.

7. Confidentiality

7.1 Obligations

Each party shall keep the other's Confidential Information confidential, use it only for the purposes of this Agreement, and not disclose it to any third party without prior written consent, except as required by law or regulation.

7.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known other than through breach of this clause; (b) was already known to the receiving party; (c) is independently developed; or (d) is required to be disclosed by law, regulation, or court order (in which case the disclosing party shall give advance notice where permitted).

7.3 Duration

Confidentiality obligations survive termination of this Agreement for a period of 5 years.

8. Data Protection

The parties shall comply with their respective obligations under the DPA, which is incorporated into and forms part of this Agreement. In the event of any conflict between this Agreement and the DPA regarding the processing of personal data, the DPA shall prevail.

9. Warranties

9.1 Mintstone Warranties

Mintstone warrants that:

• it has the right to grant the licences in this Agreement;
• the Platform will perform materially in accordance with the Documentation;
• it will deliver the services with reasonable care and skill.

9.2 Disclaimer

Save as expressly set out in clause 9.1, and to the fullest extent permitted by law, Mintstone disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. In particular:

• Mintstone does not warrant that Platform outputs will be free from error or that they will satisfy the Customer's obligations under PS 1/26 or any other regulation;
• Mintstone does not warrant that AI-generated analyses or OCR extractions will be accurate, and the Customer must independently verify all outputs before relying on them;
• Mintstone does not provide regulatory, legal, or financial advice.

10. Limitation of Liability

10.1 Exclusion of Consequential Loss

Neither party shall be liable to the other for any indirect, special, consequential, or punitive loss or damage, including loss of profits, revenue, data, business, goodwill, or reputation, even if advised of the possibility of such loss.

10.2 Liability Cap

Mintstone's total aggregate liability to the Customer arising out of or in connection with this Agreement (whether in contract, tort, breach of statutory duty, or otherwise) shall not exceed the total Fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim.

10.3 Regulatory Capital

Mintstone shall have no liability whatsoever for any loss arising from the Customer's reliance on Platform classification outputs for regulatory capital calculations, RWA determinations, or PRA submissions. The Customer bears sole and exclusive responsibility for its own regulatory compliance.

10.4 Exceptions

Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded under applicable law.

11. Indemnification

11.1 Customer Indemnity

The Customer shall indemnify and hold harmless Mintstone against any claims, losses, damages, or costs (including reasonable legal fees) arising from: (a) the Customer's breach of this Agreement; (b) Customer Data infringing a third party's Intellectual Property Rights or Data Protection Laws; or (c) the Customer's violation of applicable laws or regulations.

11.2 Mintstone IP Indemnity

Mintstone shall indemnify the Customer against any third-party claim that the Platform (as delivered) infringes that third party's Intellectual Property Rights, provided that the Customer: (a) notifies Mintstone promptly; (b) gives Mintstone sole control of the defence; and (c) provides reasonable assistance.

12. Term and Termination

12.1 Initial Term

This Agreement commences on the Commencement Date and continues for the Initial Term specified in the Order Form, unless terminated earlier in accordance with this clause.

12.2 Renewal

Following the Initial Term, the Agreement shall automatically renew for successive 12-month periods unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term.

12.3 Termination for Cause

Either party may terminate this Agreement immediately on written notice if the other party: (a) materially breaches this Agreement and fails to remedy that breach within 30 days of written notice; (b) becomes insolvent, enters administration, or makes an arrangement with creditors; or (c) ceases to carry on business.

12.4 Termination for Convenience

The Customer may terminate this Agreement on 60 days' written notice, subject to payment of all Fees accrued and any applicable early termination fee as specified in the Order Form.

12.5 Effect of Termination

On termination or expiry: (a) all licences granted under this Agreement shall terminate immediately; (b) the Customer may request a data export within 30 days of termination; (c) Mintstone shall delete Customer Data in accordance with the DPA; (d) all accrued payment obligations shall survive.

13. Force Majeure

Neither party shall be liable for delay or failure to perform its obligations to the extent caused by circumstances beyond its reasonable control (including natural disasters, governmental actions, cyberattacks on third-party infrastructure, or failure of the public internet). The affected party shall notify the other promptly and use reasonable endeavours to mitigate the impact.

14. Dispute Resolution

In the event of a dispute, the parties shall first attempt resolution through good-faith negotiation between senior representatives for a period of 30 days. If unresolved, either party may refer the dispute to mediation through the Centre for Effective Dispute Resolution (CEDR). Nothing prevents either party from seeking urgent injunctive or interim relief from the courts.

15. General

15.1 Governing Law

This Agreement is governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales.

15.2 Entire Agreement

This Agreement (including the Order Form, DPA, and all Schedules) constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, or understandings.

15.3 Amendments

No amendment to this Agreement shall be binding unless made in writing and signed by authorised representatives of both parties.

15.4 Assignment

Neither party may assign or transfer this Agreement without the other's prior written consent, except that Mintstone may assign to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.5 Severability

If any provision of this Agreement is held to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

15.6 Waiver

No failure or delay by either party in exercising any right shall constitute a waiver of that right.

15.7 Notices

Notices under this Agreement shall be in writing and delivered by email (with read receipt) or recorded post to the addresses specified in the Order Form or as updated in writing.

15.8 Counterparts

This Agreement may be executed in counterparts, including electronically (e.g. DocuSign), each of which shall be an original.

Schedule 1: Service Levels

Uptime calculation: Uptime is measured monthly, excluding: (a) scheduled maintenance (with 48-hour advance notice); (b) force majeure events; (c) issues caused by Customer actions or third-party services outside Mintstone's control.

Service credits: Where uptime falls below the applicable target in any calendar month, the Customer may claim a service credit of 5% of the monthly Fee for each 0.5% below target, up to a maximum of 25% of the monthly Fee. Service credits are the Customer's sole remedy for SLA breach.

Execution

The parties have caused this Master Services Agreement to be executed by their duly authorised representatives as of the Commencement Date specified in the Order Form.