Business Development Services Agreement

This Business Development Services Agreement (the “Agreement”) is made between:

1. Julia Mainwaring, trading as IDA Solutions (the “Provider”);
2. the client purchasing services from the Provider and identified in the relevant order, invoice, payment flow or onboarding information (the “Client”).

Each a “Party” and together the “Parties”.

The Client agrees to this Agreement by either: (i) signing an order form or similar document referencing it; or (ii) completing a purchase via the Provider’s payment system where acceptance of this Agreement is required.

The Parties agree that acceptance of this Agreement by electronic means, including checkbox acceptance, constitutes binding acceptance.

1. Appointment and scope

1. The Client appoints the Provider to supply ongoing business development services (the “Services”).
2. The Services may include:
   1. market and sector monitoring;
   2. identification of potential projects, partners or commercial opportunities;
   3. relationship mapping and relationship management;
   4. outreach and introduction execution; and
   5. opportunity qualification and progression support.
3. The Provider shall determine the manner and means by which the Services are performed.
4. The Provider does not warrant or guarantee the securing of revenue, contracts or commercial outcomes.

2. Authority

1. By entering into this Agreement, the Client authorises the Provider to conduct business development communications on the Client’s behalf.
2. The Provider shall act in good faith and in accordance with the Client’s agreed commercial positioning.
3. The Client retains responsibility for all commercial decisions and contractual commitments.

3. Fees and payment

1. Fees are as set out in the applicable order, invoice, checkout page or pricing agreement and are payable monthly in advance unless otherwise agreed.
2. Invoices are payable within seven (7) days of issue.
3. The Provider may suspend performance where payment remains outstanding for seven (7) days after the due date.
4. Fees paid for any commenced service period are non-refundable.
5. Reasonable pre-approved expenses shall be reimbursed by the Client.

4. Client obligations

1. The Client shall provide accurate and timely information reasonably required for performance of the Services.
2. The Client shall notify the Provider of any sensitivities or material strategic changes.
3. The Provider shall not be liable for delay or failure arising from the Client’s breach of this clause 4.

5. Data ownership and use

Definitions

Ownership

1. The Client retains ownership of Client Data and Relationship Data.
2. The Provider retains ownership of Provider Data, Identity Data, Derived Data, Aggregated Insights and its databases, systems, methodologies, templates and know-how.
3. Nothing in this Agreement transfers ownership of the Provider’s databases or market intelligence assets to the Client.
4. Analyses, enrichment outputs, scoring, summaries, rankings or other insights generated by the Provider through its research, systems or methodologies shall constitute Provider Data or Derived Data and shall not be considered Client Data or Relationship Data. For the avoidance of doubt, the identification of individuals or organisations through interactions or communications shall not convert such information into Client Data or Relationship Data.
5. For the purposes of this Agreement, data shall be considered independently sourced where it exists within the Provider’s systems other than solely as a result of Client upload.
6. For the avoidance of doubt, the Client shall have no ownership rights in Provider Data, Identity Data, Derived Data or Aggregated Insights, whether or not created in connection with the Services.

Use and segregation

1. The Provider shall maintain reasonable organisational and technical measures to segregate client information.
2. The Provider shall not:
   1. disclose one client’s confidential information to another client; or
   2. use specific opportunity intelligence generated for the Client for the direct commercial benefit of another client.
3. The Provider may provide services to other clients operating in similar sectors, provided that Client Data and Relationship Data are not disclosed or misused.

Termination and data export

1. Upon termination and payment of all sums due, the Client may request export of its Client Data and Relationship Data in a reasonable machine-readable format.
2. The Provider shall delete or anonymise Client-uploaded contact records that:
   1. are not publicly available; and
   2. do not constitute Identity Data or Provider Data,
   within a reasonable period following termination, except where retention is required by law.
3. The Provider may retain Identity Data independently sourced or publicly available, and may retain Aggregated Insights.

6. Confidentiality

1. Each Party shall keep confidential all non-public information received from the other.
2. This clause survives termination for one (1) year.

7. Data protection

1. Each Party shall comply with UK GDPR and the Data Protection Act 2018.
2. The Parties shall comply with the Data Processing Addendum set out in section 12 below.

8. Term and termination

1. Either Party may terminate on thirty (30) days’ written notice.
2. Either Party may terminate immediately for material breach.

9. Limitation of liability

1. Liability shall not exceed fees paid in the preceding three (3) months.
2. No liability for indirect or consequential loss.
3. Nothing excludes liability for fraud.

10. Non-exclusivity

1. The Provider may provide services to other clients in similar sectors.
2. No exclusivity applies unless agreed in writing.

11. Governing law

1. This Agreement is governed by the laws of England and Wales.
2. The courts of England and Wales shall have exclusive jurisdiction.

12. Data Processing Addendum

1. Roles. The Client is the Controller and the Provider is the Processor for the purposes of UK GDPR.
2. Subject matter and duration. Processing relates to business development services and continues for the term of the Agreement.
3. Nature and purpose of processing. Processing includes collection, storage and use of professional contact data.
4. Categories of data. Names, job titles, company details, contact information and correspondence history.
5. Processor obligations. The Provider shall process data only on documented instructions of the Client, implement appropriate technical and organisational security measures, and notify the Client of any personal data breach without undue delay.
6. Sub-processors. The Client authorises the Provider to appoint sub-processors subject to appropriate safeguards.
7. International transfers. Transfers outside the UK shall comply with UK GDPR safeguards.
8. Deletion or return. Upon termination, personal data shall be deleted or returned in accordance with clause 5 of this Agreement.