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5. Fees

5.1 The Customer shall pay the fees set out in the Order Form within thirty days of the invoice date.

5.2 Overdue sums accrue interest at four percent above the Bank of England base rate.

6. Service levels

6.1 The Supplier shall provide the Services with reasonable skill and care.

6.2 No service credits or other remedies apply to any failure to meet a service level.

7. Confidentiality

7.1 Each party shall keep the other party’s Confidential Information in strict confidence and use it only to perform this Agreement.

7.2 The obligations in this clause survive termination for a period of three years.

8. Limitation of Liability

8.1 The Supplier’s aggregate liability under this Agreement shall not exceed the fees paid in the preceding twelve months.

8.2 The Customer shall indemnify the Supplier against all losses arising from any data incident, without any limitation of liability.

8.3 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence.

8.4 The limitations in this clause 8 survive termination of this Agreement.

9. Term and Renewal

9.1 This Agreement renews automatically for successive 12-month terms unless notice is given 90 days before expiry.

10. Data protection

10.1 The Customer is solely responsible for the lawfulness of Personal Data uploaded to the Services.

Summary Risks 5 Obligations 7

This Agreement is a master services contract between the Customer and the Supplier for the provision of hosted Services. Read from the Customer’s position, the risk allocation is markedly one-sided.

The Supplier’s aggregate liability is capped at twelve months’ fees under 8.1, while 8.2 requires the Customer to indemnify without limitation for any data incident. The term renews automatically under 9.1 unless 90 days’ notice is given.

1

Unlimited customer liability High

Clause 8.2 leaves you exposed for any data incident, with no cap.

2

Tight auto-renewal window Medium

90 days’ notice to avoid another 12-month term.

3

One-sided liability cap Medium

The Supplier’s liability is capped; yours is not.

4

No service-level remedies Medium

Reasonable skill and care only — no uptime commitment or credits.

5

Customer bears data-lawfulness risk Low

You remain solely responsible for Personal Data uploaded to the Services.

1

Indemnify the Supplier Compliance

Cover all losses arising from any data incident, with no cap.

2

90-day non-renewal notice Reporting

Give written notice 90 days before the term ends, or it renews.

3

Pay invoices within 30 days Financial

Settle the fees in the Order Form within thirty days of invoice.

4

Protect Confidential Information Compliance

Keep the other party’s confidential information in strict confidence.

5

Provide the Services Performance

Deliver the Services with reasonable skill and care.

6

Observe confidentiality survival Compliance

Confidentiality continues for three years after termination.

7

Ensure lawful use of Personal Data Compliance

Remain responsible for Personal Data uploaded to the Services.

This is a simplified representation of an analysis. See Explore a sample analysis for the full version.

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Summary

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What the contract covers
Main points to be aware of
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Risks

Issues that could cause problems — rated so you know what to look at first.

Rated High, Medium, or Low
Why it matters in this contract
Linked to the source clauses

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Linked to the source clauses

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Negotiate the term, or manage it internally
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In this example you are the director of Purchaser Ltd (20 employees, £2m ARR), reviewing the contract as the customer.

Sample contract — for product demonstration purposes only. Both parties, all individuals, and all figures shown are entirely fictitious. This document is provided solely to illustrate the outputs of Enodo’s contract risk analysis tool and must not be used, copied, or relied upon as an actual contract, template, or precedent, and does not constitute legal advice.

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Enodo Contract Analysis is not legal advice, and like any AI tool it can miss or misread something. Always check important findings against the original document — and with a qualified professional when the decision matters. Read the full limitations.