This Software as a Service and Related Services Agreement (“Agreement”) is entered into by and between:

PARTIES

Client: The entity or individual identified in the relevant onboarding documentation, sign-up portal, or Order Form, intending to access and utilise the SaaS products and services offered by the Provider.

Provider: EE V1 Management LTD, a private limited company incorporated and registered in England and Wales, trading under the trademark EEC Optima, with registered office at [Insert Company Address], Company Number [Insert Company Number] (hereinafter referred to as “EEC Optima” or “Provider”).

1.BACKGROUND

WHEREAS, EEC Optima is engaged in the development, licensing, and support of AI-powered SaaS solutions, digital consultancy services, analytics systems, multilingual engagement tools, and custom enterprise platforms;

WHEREAS, the Client desires to access and use the Provider’s digital platforms and associated services for its internal and external operations;

NOW, THEREFORE, the Parties agree as follows:

2.DEFINITIONS

Unless otherwise stated, the following definitions apply throughout this Agreement:

Confidential Information: Non-public business, technical, or financial data disclosed by either party, including strategic plans, customer lists, and proprietary methodologies.

Client Data: All data uploaded, inputted, or otherwise provided by the Client or its Users to the SaaS platform.

Intellectual Property Rights: All intellectual and industrial property rights including trademarks, patents, trade secrets, copyrights, and rights in software and data, whether registered or unregistered.

Platform: The EEC Optima digital SaaS system, including its AI engines, user dashboards, backend interfaces, and any future modules.

Services: The combination of the Platform and any ancillary services including technical support, consultancy, analytics, or tailored development provided under this Agreement.

User: Any individual authorised by the Client to access and utilise the Platform.

3.SERVICE DELIVERY

3.1 The Provider shall grant the Client access to the Platform as defined in the Order Form or digital dashboard, along with related services such as onboarding, technical support, and optional development.

3.2 The Provider shall maintain at least 95% uptime monthly, excluding scheduled maintenance or Force Majeure events.

3.3 Security and encryption protocols will be maintained in accordance with industry standards, with Provider responsible for regular software updates.

3.4 All platform updates, bug fixes, and improvements made generally available will be offered to the Client at no additional charge unless otherwise stated.

4.CIENT OBLIGATIONSL

4.1 The Client shall ensure all access credentials are secure and shall notify the Provider of any breach or suspected misuse.

4.2 The Client shall not:

Reverse engineer, resell, or replicate the Platform;

Use the Platform in violation of any applicable law;

Interfere with the security or integrity of the Platform.

4.3 The Client agrees to supply any information required for system configuration or compliance in a timely and accurate manner.

5.PAYMENT TERMS

5.1 Fees shall be payable as outlined in the Order Form or billing interface.

5.2 Invoices are due within 30 days unless otherwise agreed. Late payments may result in:

Service suspension,

5% monthly interest on overdue amounts,

Withholding of related services or data delivery.

5.3 All prices are exclusive of VAT or applicable sales tax.

5.4 Annual fees may increase annually by the greater of 5% or the UK Consumer Price Index.

6.INTELLECTUAL PROPERTY

6.1 The Client is granted a non-exclusive, non-transferable licence to use the Platform for the duration of the Agreement.

6.2 All intellectual property, codebases, and system frameworks remain the sole property of EEC Optima and are not considered works-for-hire.

6.3 Any materials provided by the Client remain the property of the Client, and the Client warrants it has rights to all such materials.

7.DATA & PRIVACY

7.1 Both Parties shall comply with the UK GDPR, the Data Protection Act 2018, and other relevant privacy regulations.

7.2 Each party is a Data Controller for its own respective data under the Agreement.

7.3 EEC Optima may process anonymised data for internal analysis, product improvement, or statistical reporting.

7.4 Client consents to the Provider’s use of secure third-party tools to deliver services efficiently, with appropriate safeguards in place.

8.CONFIDENTIALITY

8.1 Both parties agree not to disclose Confidential Information, except to employees, legal advisors, or regulatory bodies as required by law.

8.2 Confidentiality obligations shall survive termination of this Agreement for 2 years.

9.WARRANTIES & DISCLAIMERS

9.1 The Provider warrants that:

It owns or holds rights to the Platform;

It shall deliver the Services with reasonable skill and care.

9.2 The Platform is provided “as is”. Except as expressly stated, the Provider disclaims all warranties, including implied warranties of fitness for a particular purpose or merchantability.

10.LIMITATION OF LIABILITY

10.1 Neither party shall be liable for indirect, incidental, or consequential damages.

10.2 The maximum aggregate liability of either party shall not exceed the amount paid by the Client in the 12 months prior to the event giving rise to the claim.

11.1 The Agreement begins on the Commencement Date and renews annually unless terminated with 90 days’ notice before renewal.

11.2 The Provider may terminate immediately upon:

Client insolvency;

Uncured material breach within 30 days of notice;

Data misuse or repeated policy violations.

11.3 Upon termination:

Platform access shall cease;

All outstanding fees become due;

Data will be returned or securely deleted upon request, unless legally required to retain it.

12.DISPUTE RESOLUTION

12.1 In the event of a dispute, parties shall attempt resolution in good faith via discussion within 21 days.

12.2 If unresolved, the dispute shall be referred to binding arbitration under the rules of the International Chamber of Commerce, conducted virtually and in English.

13.GENERAL

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

13.2 Neither party may assign this Agreement without prior written consent, except EEC Optima may assign to an affiliate or successor entity.

13.3 This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions or representations.

13.4 Any notices shall be sent electronically to the contacts specified in the Order Form.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date recorded in the Order Form or digital contract interface.

Images are for illustrative purposes only and may not represent current available service features. EEC Optima makes no guarantees regarding the availability of any depicted features.