1. Introduction and Parties

These Terms and Conditions ("Conditions") set out the basis on which MUZ SECURE LTD ("MUZ SECURE LTD", "Supplier", "we", "us" or "our") supplies professional services and related deliverables to clients ("Client", "you" or "your"). By signing a statement of work, proposal, order form or other engagement document that incorporates these Conditions, or by instructing us to commence work after receiving these Conditions, you agree to be bound by them.

MUZ SECURE LTD is a company providing IT consulting, management advisory, digital transformation, computer systems design and related services, management consulting, enterprise architecture, cloud migration strategy, project management and agile consulting, and data analytics and business intelligence consulting. Our principal place of business is 51 Knowsley Street, Manchester, M8 8JF, United Kingdom. You may contact us at info@muzsecure.cloud or by telephone on +44 7700 900246. Our website is muzsecure.cloud.

These Conditions apply to business-to-business engagements unless expressly stated otherwise in writing. Where you contract with us as a consumer within the meaning of the Consumer Rights Act 2015, mandatory consumer protections apply and prevail over any inconsistent term to the extent required by law. Nothing in these Conditions is intended to exclude or limit liability that cannot lawfully be excluded or limited under the laws of England and Wales.

2. Definitions and Interpretation

In these Conditions, unless the context otherwise requires:

"Agreement" means the contract between MUZ SECURE LTD and the Client comprising these Conditions, the applicable Statement of Work, and any documents expressly incorporated by reference.

"Background IP" means intellectual property owned by or licensed to a party prior to the commencement of the Services, or developed independently of the Services.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

"Charges" means the fees, rates and expenses payable by the Client for the Services as set out in the Statement of Work or otherwise agreed in writing.

"Client Materials" means documents, data, software, credentials, content and other materials provided by or on behalf of the Client for use in connection with the Services.

"Confidential Information" means all confidential information (however recorded or preserved) disclosed by a party or its representatives to the other party in connection with the Agreement, including commercial, technical, financial and personal data information, whether or not marked as confidential, but excluding information that is or becomes public other than through breach, was already lawfully known, is independently developed, or is required to be disclosed by law.

"Deliverables" means documents, reports, architectures, plans, recommendations, designs, models, presentations and other work product expressly identified as deliverables in a Statement of Work.

"Foreground IP" means intellectual property created by MUZ SECURE LTD specifically for the Client in the course of performing the Services and embodied in the Deliverables, excluding Background IP and Tools.

"Personal Data", "Controller", "Processor", "Data Subject", "Processing" and "Supervisory Authority" have the meanings given in the UK GDPR and Data Protection Act 2018.

"Services" means the consulting and related professional services described in the Statement of Work.

"Statement of Work" or "SOW" means a written document describing the scope, Deliverables, timetable, Charges and other commercial particulars of an engagement.

"Tools" means methodologies, frameworks, templates, know-how, software utilities, scripts and generic materials used by MUZ SECURE LTD in performing services generally, whether pre-existing or developed during the engagement, that are not Client-specific Deliverables.

"UK GDPR" means the United Kingdom General Data Protection Regulation as defined in the Data Protection Act 2018.

Headings are for convenience only. References to statutes include amendments and subordinate legislation. The words "include" and "including" mean including without limitation. A reference to "writing" includes email.

3. Formation of Contract

A quotation or proposal issued by MUZ SECURE LTD is an invitation to treat and does not constitute an offer capable of acceptance unless expressly stated otherwise and expressed to remain open for a specified period. A contract is formed when the Client accepts a Statement of Work in writing (including by email), when both parties sign the Statement of Work, or when MUZ SECURE LTD commences Services at the Client's written request following receipt of these Conditions and a scoped proposal, whichever occurs first.

These Conditions apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, except to the extent expressly agreed in a signed variation. If there is a conflict between documents forming the Agreement, the following order of precedence applies (highest first): (a) a signed amendment; (b) the Statement of Work; (c) these Conditions; (d) any schedules expressly incorporated, except that data protection schedules shall prevail on data protection matters and confidentiality schedules shall prevail on confidentiality matters.

4. Scope of Services

MUZ SECURE LTD shall supply the Services with reasonable care and skill in accordance with the Statement of Work. Our Services may include, without limitation, IT consulting; management advisory; digital transformation programme support; computer systems design and related advisory services; management consulting; enterprise architecture; cloud migration strategy; project management and agile consulting; and data analytics and business intelligence consulting.

Unless expressly stated in the Statement of Work, Services are advisory and professional in nature. We do not provide legal, tax, audit, or regulated financial advice. Implementation, coding, hosting, managed services, software licensing, hardware supply, and ongoing operational support are included only if expressly described in the Statement of Work.

The Client acknowledges that consulting outcomes depend on Client decisions, timely provision of information, organisational readiness, third-party systems and vendors, and factors outside our control. We do not guarantee specific commercial results, cost savings, or performance metrics unless expressly warranted in writing in the Statement of Work with clearly defined measurement criteria.

5. Client Obligations and Dependencies

The Client shall: (a) cooperate with MUZ SECURE LTD in all matters relating to the Services; (b) provide timely access to personnel, systems, premises, data and Client Materials reasonably required; (c) ensure that Client Materials are accurate, complete and lawfully provided; (d) obtain and maintain all licences, consents and permissions necessary for MUZ SECURE LTD to perform the Services using Client Materials and environments; (e) make decisions and provide approvals within agreed timescales; (f) designate an authorised representative with authority to provide instructions; and (g) comply with applicable law in connection with the engagement.

If the Client's failure to perform obligations or dependencies causes delay or additional work, MUZ SECURE LTD may adjust timetables and Charges on a reasonable basis, and shall not be liable for resulting delay. We will notify the Client promptly of material dependencies that are unmet.

The Client is responsible for backups of its systems and data unless backup services are expressly included in the Statement of Work. The Client should not provide production credentials broader than necessary and should use least-privilege access for any accounts issued to our personnel.

6. Changes to Scope

Either party may request a change to the scope, Deliverables, timetable or Charges. No change is binding unless agreed in writing (including email confirmation of a change request) by authorised representatives of both parties. MUZ SECURE LTD will assess the impact of requested changes on fees, resources and timetable and will not unreasonably withhold agreement to changes that are feasible. Work performed outside the agreed scope at the Client's request may be charged at our then-current rates or at rates set out in the Statement of Work.

7. Personnel and Subcontracting

MUZ SECURE LTD shall use personnel it considers suitably skilled for the Services. We may replace personnel with others of equivalent skill, giving reasonable notice where practicable. We may subcontract elements of the Services, remaining responsible for subcontractors' performance as for our own, except where the Client requires a named individual or prohibits subcontracting in the Statement of Work.

Neither party shall, during the engagement and for six months thereafter, solicit for employment any employee of the other party who was materially involved in the Services, without prior written consent. This restriction does not prohibit general recruitment advertising not specifically targeted at such employees. If the Client employs such an individual in breach, the Client shall pay a fee equal to three months' gross salary of that individual as liquidated damages, representing a genuine pre-estimate of recruitment and disruption costs.

8. Charges, Invoicing and Payment

Charges may be fixed fee, time and materials, capped time and materials, retainer, or such other commercial model as set out in the Statement of Work. Time and materials work is charged in accordance with the rates and unit increments stated in the Statement of Work. Expenses reasonably incurred in performing the Services (including travel, accommodation and third-party tools approved by the Client) are rechargeable at cost plus any agreed handling fee, unless the Statement of Work states that expenses are included.

Invoices are payable within thirty (30) days of the invoice date unless otherwise stated in the Statement of Work, in pounds sterling to the bank account nominated by MUZ SECURE LTD. All Charges are exclusive of value added tax (VAT), which shall be added at the applicable rate where chargeable.

If any sum is not paid by the due date, MUZ SECURE LTD may: (a) charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the statutory rate, or if that Act does not apply, interest at four percent per annum above the Bank of England base rate from time to time; (b) suspend Services after providing at least seven days' written notice; and (c) recover reasonable costs of collection. The Client shall pay all sums in full without set-off, counterclaim, deduction or withholding, except as required by law.

Fixed-fee estimates are based on assumptions stated in the Statement of Work. If assumptions prove incorrect for reasons outside our control, we may revise the fee by written agreement. Retainer fees are payable in advance and are non-refundable except where required by law or where we have failed to provide Services for reasons solely attributable to us.

9. Taxes

Each party shall be responsible for taxes imposed on its own income. The Client shall pay any applicable VAT and similar taxes on the Charges. If any withholding tax is required by law on payments to MUZ SECURE LTD, the Client shall gross up payments so that MUZ SECURE LTD receives the amount it would have received without withholding, unless we are able to credit or recover the withholding and agree otherwise in writing.

10. Intellectual Property Rights

All Background IP of a party remains vested in that party. The Client retains ownership of Client Materials. Subject to payment of Charges due in respect of the relevant Deliverables, MUZ SECURE LTD assigns to the Client the Foreground IP in the final Deliverables expressly identified for assignment in the Statement of Work. If the Statement of Work is silent, MUZ SECURE LTD grants the Client a non-exclusive, non-transferable, worldwide, perpetual licence to use the Deliverables for the Client's internal business purposes.

MUZ SECURE LTD retains all rights in Tools, methodologies, know-how and generic materials. Where Tools are embedded in Deliverables, the Client receives a licence to use them solely as part of those Deliverables for internal business purposes, but not to commercialise, reverse engineer (except as permitted by law), or extract Tools for use independent of the Deliverables.

The Client grants MUZ SECURE LTD a non-exclusive licence to use Client Materials solely to perform the Services and fulfil legal obligations. The Client warrants that use of Client Materials in accordance with the Agreement will not infringe third-party rights.

Unless the Client notifies us otherwise in writing, MUZ SECURE LTD may identify the Client by name and logo as a client in marketing materials, provided that we do not disclose Confidential Information. Project case studies require the Client's prior written approval.

11. Confidentiality

Each party undertakes to keep the other party's Confidential Information confidential and not to disclose it to third parties except to personnel, professional advisers and subcontractors who need to know it for the Agreement and who are bound by confidentiality obligations no less protective, or as required by law, regulation, court order or a competent authority (in which case, to the extent legally permitted, the disclosing party shall give prior notice).

Obligations of confidentiality continue for five (5) years after termination of the Agreement, and indefinitely for trade secrets for so long as they remain trade secrets. Upon written request after termination, a party shall return or securely destroy the other party's Confidential Information, except for copies retained in automated backups or as required by law or professional standards, which remain subject to confidentiality.

12. Data Protection

Each party shall comply with its obligations under the UK GDPR, the Data Protection Act 2018 and PECR (where applicable). The parties acknowledge that the nature of Processing in an engagement will determine whether MUZ SECURE LTD acts as an independent Controller, a joint Controller, or a Processor.

Where MUZ SECURE LTD processes Personal Data as a Processor on behalf of the Client, the parties shall enter into a data processing agreement meeting Article 28 UK GDPR, which shall form part of the Agreement. In such cases, MUZ SECURE LTD shall: process Personal Data only on documented instructions; ensure persons authorised to process are under confidentiality; implement appropriate technical and organisational measures; not engage subprocessors without authorisation and flow-down obligations; assist with Data Subject requests and data protection impact assessments as reasonably required; delete or return Personal Data at the end of services subject to legal retention; and make available information necessary to demonstrate compliance, including allowing audits on reasonable notice no more than once per year unless for cause.

Where MUZ SECURE LTD acts as an independent Controller (for example, for business contact data relating to Client personnel for contract administration, invoicing and relationship management), we process such data in accordance with our Privacy Policy available at muzsecure.cloud and applicable law, relying on contractual necessity, legitimate interests and legal obligations as appropriate.

International transfers of Personal Data shall be subject to appropriate safeguards under Chapter V UK GDPR, including UK adequacy regulations or approved transfer tools such as the UK International Data Transfer Agreement or UK Addendum to the EU Standard Contractual Clauses.

The Client warrants that it has a lawful basis to provide any Personal Data to MUZ SECURE LTD and has provided appropriate privacy notices to Data Subjects. Details of our privacy practices for Website-related data are set out in our Privacy Policy; contact info@muzsecure.cloud for engagement-specific data protection queries.

13. Information Security

MUZ SECURE LTD shall implement information security measures appropriate to the nature of the Services, including access control, secure handling of credentials, staff awareness, and secure disposal of confidential materials. Security measures for a specific engagement may be further described in the Statement of Work or a security schedule.

The Client remains responsible for the security of its own systems, networks and environments, including access rights granted to MUZ SECURE LTD. The Client shall promptly revoke access at the end of the engagement or when individuals cease to need access. Neither party shall introduce malicious code into the other party's systems knowingly, and each shall take reasonable precautions to prevent such introduction.

In the event of a security incident affecting Client Confidential Information or Personal Data in our possession, we will notify the Client without undue delay after becoming aware, provide information reasonably available about the incident, and cooperate in remediation consistent with legal and contractual obligations.

14. Non-Solicitation of Clients and Non-Compete (Limited)

During the term of an engagement and for six months thereafter, the Client shall not, without our prior written consent, engage any MUZ SECURE LTD personnel who performed the Services as an independent contractor to provide services substantially similar to those provided under the Statement of Work, other than through MUZ SECURE LTD. This clause is intended to protect legitimate business interests in our workforce and client relationships and is limited in duration, geography (United Kingdom) and scope accordingly. If any court finds a restriction unenforceable, it shall be modified to the minimum extent necessary to make it enforceable.

Nothing in these Conditions prevents MUZ SECURE LTD from providing services to other clients, including clients in the same industry, provided we do not misuse the Client's Confidential Information.

15. Representations and Warranties

MUZ SECURE LTD warrants that: (a) it will perform the Services with reasonable care and skill in accordance with generally accepted professional standards for similar consulting services in the United Kingdom; (b) it has the right to enter into the Agreement and to grant the licences expressly granted; and (c) Deliverables will materially conform to descriptions in the Statement of Work as at the date of delivery.

The Client warrants that: (a) it has authority to enter into the Agreement; (b) Client Materials and instructions will not cause us to infringe law or third-party rights; and (c) information provided for scoping is materially accurate.

Except as expressly set out in the Agreement, and to the fullest extent permitted by law, all other warranties, conditions and terms implied by statute or common law (including as to merchantability, fitness for a particular purpose and non-infringement) are excluded. Deliverables are not guaranteed to be error-free. Where the Consumer Rights Act 2015 applies, statutory quality rights for services and digital content are not excluded to the extent they cannot be excluded.

16. Indemnities

The Client shall indemnify MUZ SECURE LTD against claims, damages, losses, costs and expenses (including reasonable legal fees) arising out of: (a) Client Materials or Client instructions infringing third-party rights or applicable law; (b) Personal Data provided by the Client without a lawful basis or adequate notice; and (c) use of Deliverables outside the scope of the licence granted, except to the extent caused by our negligence or breach.

MUZ SECURE LTD shall indemnify the Client against claims by third parties that the Deliverables as provided by us and used in accordance with the Agreement infringe UK intellectual property rights of a third party, provided the Client: gives prompt notice; allows us sole conduct of defence and settlement (not admitting liability without consent, not to be unreasonably withheld); and provides reasonable cooperation. This indemnity does not apply to infringement arising from Client Materials, modifications not made by us, combination with other items, or use contrary to instructions.

17. Limitation of Liability

Nothing in the Agreement excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be limited or excluded under English law.

Subject to the preceding paragraph, MUZ SECURE LTD shall not be liable for: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software or data (except to the extent caused by our failure to take reasonable care where data handling is expressly within scope); loss of or damage to goodwill; or any indirect or consequential loss.

Subject to the non-excludable liabilities above, MUZ SECURE LTD's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Charges paid or payable by the Client under the relevant Statement of Work in the twelve (12) months preceding the claim (or, if the engagement has run for less than twelve months, the Charges paid or payable for that engagement).

The parties agree that the Charges reflect the allocation of risk in this clause. The Client may request a higher liability cap subject to additional fees and written agreement.

18. Insurance

MUZ SECURE LTD shall maintain, for the duration of the Services, professional indemnity and public liability insurance with reputable insurers at levels appropriate to the nature of our business. Evidence of insurance will be provided on reasonable request. Maintenance of insurance does not increase our liability beyond the limitations in these Conditions.

19. Term and Termination

The Agreement commences on the effective date of the Statement of Work and continues until completion of the Services or earlier termination in accordance with these Conditions.

Either party may terminate the Agreement by written notice if the other party: (a) commits a material breach and fails to remedy it within thirty (30) days after receiving written notice specifying the breach (or immediately if the breach is not reasonably capable of remedy); (b) becomes insolvent, enters administration, liquidation, or analogous proceedings, or makes an arrangement with creditors (except for solvent amalgamation or reconstruction); or (c) ceases to trade.

Either party may terminate for convenience if the Statement of Work expressly permits, on the notice period stated therein. Where termination for convenience is not addressed, and the engagement is time and materials, either party may terminate on thirty (30) days' written notice, subject to payment for Services performed and committed non-cancellable costs.

On termination or expiry: (a) the Client shall pay all outstanding Charges for Services performed and authorised expenses; (b) each party shall return or destroy Confidential Information as required by the confidentiality clause; (c) licences granted to the Client for unpaid Deliverables may be suspended until payment; and (d) accrued rights and clauses intended to survive (including confidentiality, IP, data protection, liability, indemnity, and governing law) shall survive.

20. Suspension

MUZ SECURE LTD may suspend Services if: the Client fails to pay undisputed amounts after notice; suspension is required by law or for security; or the Client's environment presents an unreasonable risk. We will resume Services promptly when the reason for suspension is resolved. Suspension does not waive our right to terminate.

21. Force Majeure

Neither party shall be in breach or liable for delay or failure to perform obligations (other than payment) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, pandemic, war, terrorism, riot, civil commotion, malicious damage, compliance with law or governmental order, fire, flood, storm, industrial action affecting third parties, or failure of utilities or transport networks. The affected party shall give prompt notice and use reasonable efforts to mitigate. If force majeure continues for more than ninety (90) days, either party may terminate the affected Statement of Work by written notice without liability for such termination.

22. Non-Disclosure of Proposal Materials

Proposals, pricing, Statements of Work and related pre-contract materials provided by MUZ SECURE LTD are Confidential Information and remain our property. The Client shall not disclose them to third parties (other than professional advisers under confidentiality) or use them to solicit competing bids structured on our proprietary methodology without our consent, except as required by public procurement law. Public sector Clients may disclose information as required by the Freedom of Information Act 2000, giving us reasonable opportunity to make representations regarding commercial sensitivity where legally permitted.

23. Public Sector and Regulated Clients

Where the Client is a public authority or regulated entity, additional terms required by law or procurement rules may be set out in the Statement of Work. Freedom of Information and Environmental Information Regulations requests involving our information shall be handled in accordance with applicable law; we will reasonably assist the Client and identify commercially sensitive material. Regulatory audit rights will be accommodated on reasonable notice, subject to confidentiality and security controls.

24. Export Control and Sanctions

The Client shall not require MUZ SECURE LTD to provide Services in violation of applicable United Kingdom export control or sanctions laws. Each party represents that it is not designated on applicable sanctions lists. If performance would breach sanctions or export laws, we may suspend or terminate without liability, other than refunding prepaid fees for Services not performed.

25. Anti-Bribery, Modern Slavery and Ethics

Each party shall comply with the Bribery Act 2010, the Modern Slavery Act 2015 (where applicable), and applicable anti-corruption laws. Neither party shall offer or accept bribes or improper payments. The Client shall maintain policies appropriate to its size and risk profile. Breach of this clause is a material breach.

26. Equality and Conduct

MUZ SECURE LTD personnel working at Client premises shall comply with reasonable site policies notified in advance, including health and safety and security. Both parties shall ensure workplace conduct free from unlawful harassment and discrimination. Either party may request removal of an individual for material breach of conduct policies, and the other party shall provide a suitable replacement where practicable.

27. Health and Safety

Where Services are performed at Client premises, the Client shall provide a safe working environment and inform MUZ SECURE LTD of relevant risks, evacuation procedures and site rules. MUZ SECURE LTD personnel may refuse to work in conditions that pose an imminent risk to health or safety.

28. Non-Exclusive Remedies and Mitigation

Except where the Agreement provides an exclusive remedy, rights and remedies are cumulative. Each party shall take reasonable steps to mitigate losses for which it may claim.

29. Dispute Resolution

If a dispute arises, nominated representatives shall attempt in good faith to resolve it within fourteen (14) days of written notice of dispute. If unresolved, either party may pursue mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure on the other's request. Neither party is obliged to mediate before seeking interim injunctive relief to protect Confidential Information or intellectual property, or before commencing proceedings where limitation periods require. Subject to this clause, disputes are subject to the governing law and jurisdiction clause.

30. Notices

Notices under the Agreement shall be in writing in English and delivered by hand, pre-paid first-class post or other next Business Day delivery service, or email (with read receipt or confirmation of receipt requested where practicable), to the addresses set out in the Statement of Work or to:

MUZ SECURE LTD, 51 Knowsley Street, Manchester, M8 8JF, United Kingdom Email: info@muzsecure.cloud Telephone for operational contact: +44 7700 900246

Notices are deemed received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the address; if sent by post, at 9.00 am on the second Business Day after posting; if sent by email, on the next Business Day after transmission provided no delivery failure notification is received. Notices relating to termination or legal proceedings should also be sent by post if initially sent by email.

31. Assignment and Novation

Neither party may assign or transfer the Agreement without the prior written consent of the other, such consent not to be unreasonably withheld or delayed, except that MUZ SECURE LTD may assign to an Affiliate or successor in connection with a corporate reorganisation, merger or sale of substantially all assets, provided the assignee assumes the obligations. The Agreement binds permitted successors and assigns.

32. Entire Agreement

The Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior discussions, correspondence and understandings. Each party acknowledges that it has not relied on any representation not set out in the Agreement, except that nothing excludes liability for fraudulent misrepresentation. Pre-contract marketing materials on muzsecure.cloud are illustrative and not contractual specifications unless expressly incorporated in a Statement of Work.

33. Variation

No variation of the Agreement is effective unless made in writing and signed by authorised representatives of the parties (email agreement is sufficient where both parties clearly express agreement to specific amended wording).

34. Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach. Failure or delay to exercise any right does not constitute a waiver.

35. Severability

If any provision is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed. The remaining provisions continue in full force and effect.

36. Third-Party Rights

Except as expressly stated, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any third party to enforce any term. The parties may amend or terminate the Agreement without consent of any third party.

37. Relationship of the Parties

Nothing in the Agreement creates a partnership, joint venture, or employment relationship between the parties. MUZ SECURE LTD is an independent contractor. Neither party may bind the other or incur obligations on the other's behalf without prior written consent. Our personnel are not Client employees.

38. Further Assurance

Each party shall execute documents and do acts reasonably required to give full effect to the Agreement, including intellectual property assignments contemplated by the Statement of Work.

39. Counterparts

The Agreement may be executed in counterparts, including electronic signature or PDF exchange, each of which is deemed an original, and all of which together constitute one instrument.

40. Governing Law and Jurisdiction

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Subject to the dispute resolution clause and any mandatory consumer rights, each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle such disputes or claims.

Where the Client is a consumer, the Client may benefit from mandatory provisions of the law of the country of residence, and nothing in these Conditions affects the right to rely on such provisions.

41. Consumer Clients and the Consumer Rights Act 2015

If you are a consumer: (a) services must be performed with reasonable care and skill; (b) information we provide about services forms part of the contract where required by law; (c) you may have cancellation rights for distance contracts under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, which we will explain in the Statement of Work where applicable; and (d) unfair terms are not binding. Business Clients acknowledge they are not consumers and contract on a business-to-business basis.

Where digital content is supplied to a consumer as part of Deliverables, statutory rights regarding satisfactory quality, fitness for purpose and matching description apply to the extent required by the Consumer Rights Act 2015 and cannot be excluded.

42. Website Terms Distinction

Use of muzsecure.cloud is governed by our separate Terms of Service, Privacy Policy and Cookie Policy. Those documents do not vary these Conditions for professional Services except where expressly incorporated. Personal data collected via the Website is processed as described in the Privacy Policy; Personal Data processed under a client engagement is governed by this clause set and any data processing agreement.

43. Service-Specific Terms: IT Consulting and Systems Design

Where Services include IT consulting or computer systems design advisory work, Deliverables may include requirements analyses, solution outlines, architecture recommendations, and design documentation. Unless expressly agreed, we are not responsible for writing production software code, configuring production systems, or providing warranties regarding third-party software. The Client remains responsible for vendor selection, licence compliance, and acceptance testing of any systems implemented by the Client or third parties based on our advice.

Recommendations regarding technology choices are based on information available at the time and professional judgement. Technology markets evolve rapidly; we are not liable for later changes in vendor roadmaps, pricing, or features outside our control.

44. Service-Specific Terms: Digital Transformation and Management Consulting

Digital transformation and management advisory Services may include operating model design, change management advice, roadmap development, and governance recommendations. Successful transformation depends significantly on Client leadership sponsorship, culture, and execution. We will provide structured recommendations and facilitation as scoped; we do not accept liability for employee relations outcomes, redundancy programmes, or industrial relations matters unless expressly scoped and then only to the extent of advisory input, not as employer.

45. Service-Specific Terms: Enterprise Architecture and Cloud Migration Strategy

Enterprise architecture and cloud migration strategy Services may include current-state assessment, target architecture, migration sequencing, risk analysis, and landing-zone advisory. The Client is responsible for cloud account ownership, cloud provider contracts, and production cutover decisions. Cost estimates for cloud consumption are indicative only unless a fixed commercial commitment is expressly stated. We are not the cloud service provider and do not control cloud platform availability or shared responsibility security controls belonging to the Client.

46. Service-Specific Terms: Project Management and Agile Consulting

Project management and agile consulting Services may include PMO support, agile coaching, ceremony facilitation, and delivery reporting. Authority to direct Client employees remains with the Client. We do not guarantee on-time delivery of programmes dependent on third parties or Client resources. Where we act as interim project manager, our authority is limited to the mandate documented in the Statement of Work.

47. Service-Specific Terms: Data Analytics and Business Intelligence Consulting

Data analytics and BI consulting may include data assessment, dashboard design advice, metric definition, and analytics roadmap services. Unless expressly scoped, we do not warrant accuracy of underlying Client data sources. Analytical models are tools to support decision-making and are not guarantees of future business performance. The Client is responsible for ensuring use of analytics outputs complies with equality, credit, employment and other sectoral laws applicable to automated or assisted decisions.

48. Acceptance of Deliverables

Unless the Statement of Work specifies an acceptance procedure, Deliverables are deemed accepted on the earlier of: (a) written acceptance by the Client; (b) use of the Deliverables in the Client's business other than for acceptance testing; or (c) ten (10) Business Days after delivery if the Client has not provided a written rejection specifying material non-conformities. MUZ SECURE LTD shall remedy material non-conformities notified in accordance with this clause within a reasonable time as the Client's sole remedy for non-conformity, without prejudice to other rights for breach if remedy fails.

49. Retention of Working Papers

MUZ SECURE LTD may retain copies of working papers, notes and Deliverables for quality assurance, legal compliance, and defence of claims, subject to confidentiality and data protection obligations. Retention periods typically align with limitation periods under English law and professional needs, often up to six or seven years, unless a longer period is required.

50. Feedback and Improvements

Suggestions or feedback provided by the Client regarding Tools or methodologies may be used by MUZ SECURE LTD to improve services generally without obligation or attribution, provided Confidential Information is not disclosed. Feedback does not create joint ownership of Tools.

51. Publicity and Announcements

Neither party shall make a public announcement regarding the Agreement without the other's prior written consent, except as required by law or regulation. Consent for factual client listing may be granted under the intellectual property clause.

52. Records and Audit

The Client may, no more than once in any twelve-month period on at least fifteen Business Days' notice, audit MUZ SECURE LTD's records directly relevant to Charges for time and materials engagements, during Business Days and without unreasonably disrupting operations. Audits relating to Personal Data Processing are governed by the data protection clause. Information disclosed remains Confidential Information.

53. Rate Reviews

For engagements lasting more than twelve months, MUZ SECURE LTD may review rates annually on not less than sixty days' written notice. If the Client objects, the parties shall discuss in good faith; if unresolved within thirty days, either party may terminate the affected Services on thirty days' notice, without prejudice to payment for Services performed.

54. Set-Off (Supplier)

MUZ SECURE LTD may set off any liability of the Client against any liability of MUZ SECURE LTD to the Client, whether present or future, liquidated or unliquidated. The Client may not set off without our written consent, except where required by mandatory law.

55. TUPE

The parties do not intend that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply to the Agreement. If TUPE is alleged or found to apply, the Client shall indemnify MUZ SECURE LTD against employment liabilities arising from transferring employees attributable to the Client's pre-transfer acts or omissions, and the parties shall cooperate in good faith regarding consequences. This clause is without prejudice to mandatory TUPE rights of individuals.

56. Non-Poaching of Other Suppliers' Staff

Where Services involve coordination with the Client's other suppliers, MUZ SECURE LTD shall not solicit those suppliers' staff assigned to the Client's account for employment during the engagement and for six months thereafter, except through general advertising. Reciprocal protections may be stated in the Statement of Work.

57. Escrow and Source Code

Unless expressly agreed, MUZ SECURE LTD has no obligation to place materials in escrow. Where software is developed under a Statement of Work that requires escrow, terms will be set out separately.

58. Open Source Software

If Deliverables incorporate open source software, such components are licensed under their applicable open source licences. MUZ SECURE LTD will identify known open source components on request where we have introduced them. The Client is responsible for compliance with open source licences for components it requires us to include.

59. Artificial Intelligence and Automated Tools

Where MUZ SECURE LTD uses artificial intelligence or automated tooling to assist in producing Deliverables, we remain responsible for exercising professional judgement and quality review appropriate to the Services. The Client acknowledges that AI-assisted outputs may require human validation. Client Confidential Information will not be used to train public third-party models except with prior written consent or where an enterprise tool under contract prohibits such training and we configure it accordingly.

60. Environmental and Sustainability

Where the Client requests sustainability considerations in architecture or transformation advice, we will address them as scoped. General environmental claims about the Client's operations are outside our responsibility unless expressly within scope.

61. Business Continuity

MUZ SECURE LTD maintains business continuity arrangements appropriate to a professional services firm of its scale, including remote working capability. Specific recovery time objectives for Client systems are Client responsibilities unless managed services are expressly contracted.

62. Complaints

If the Client is dissatisfied with the Services, it should notify the engagement lead promptly and, if unresolved, escalate to info@muzsecure.cloud with particulars. We will investigate and respond in good faith within a reasonable period. This is without prejudice to contractual dispute resolution rights.

63. Language

The Agreement is drafted in the English language. If translated, the English version prevails in the event of conflict, except where mandatory local law requires otherwise for consumers.

64. Costs and Expenses of Agreement

Each party bears its own costs of negotiating the Agreement unless otherwise agreed in writing.

65. Continuing Obligations After Knowledge of Breach

If a party becomes aware of a breach of the Agreement by the other, continued performance does not constitute waiver. Rights remain exercisable subject to limitation periods and acquiescence doctrines under English law.

66. Construction Against Ambiguity

The Agreement has been negotiated by the parties. The rule of construction that ambiguity is resolved against the drafting party shall not apply.

67. Contact Details Block

For contractual notices and general enquiries regarding these Terms and Conditions:

MUZ SECURE LTD 51 Knowsley Street Manchester M8 8JF United Kingdom Email: info@muzsecure.cloud Telephone: +44 7700 900246 Website: muzsecure.cloud Governing jurisdiction: England and Wales, United Kingdom

68. Schedule Overview

Statements of Work may attach schedules covering: service description; fees and payment milestones; data processing particulars (subject matter, duration, nature, purpose, types of Personal Data, categories of Data Subjects, security measures); security requirements; key personnel; service levels (if any); and exit assistance. Schedules form part of the Agreement when referenced.

69. Exit Assistance

Upon request before or within thirty days after termination, MUZ SECURE LTD shall provide reasonable exit assistance to transition Services, at time and materials rates unless included in the Charges. Exit assistance may include return of Client Materials, knowledge transfer sessions, and final status reporting, within a commercially reasonable scope not exceeding twenty percent of the original engagement effort unless otherwise agreed.

70. Precedence for Data Protection Schedules

If a data processing agreement or schedule conflicts with these Conditions on Processor obligations, the data processing agreement or schedule prevails. If it conflicts on liability caps, the liability clause in these Conditions prevails unless the data processing agreement expressly states a different cap for data protection breaches.

71. Detailed Payment Disputes Procedure

If the Client disputes an invoice in good faith, it shall notify MUZ SECURE LTD in writing within ten (10) Business Days of receipt of the invoice, specifying the amount disputed and the reasons. The Client shall pay any undisputed portion by the due date. The parties shall negotiate promptly to resolve the dispute. If unresolved within twenty (20) Business Days, either party may escalate under the dispute resolution clause. Withholding undisputed sums may result in suspension rights. Interest does not accrue on amounts properly disputed and later found not due; interest accrues on amounts found due from the original due date.

72. Multi-SOW Master Relationship

Where the parties enter multiple Statements of Work under these Conditions, each Statement of Work forms a separate contract incorporating these Conditions, unless a master services agreement expressly states otherwise. Default under one Statement of Work does not automatically constitute default under another, except that non-payment across engagements may justify suspension of all Services, and insolvency events apply across the relationship.

73. Order of Performance and Phased Engagements

Where Services are phased, commencement of a later phase may depend on written approval of earlier phase Deliverables or payment of milestone Charges. MUZ SECURE LTD is not obliged to commence a subsequent phase until conditions precedent in the Statement of Work are satisfied. Estimates for later phases remain indicative until a Statement of Work for that phase is agreed.

74. Workshops, Training and Knowledge Transfer

Where Services include workshops or training, the Client shall ensure appropriate attendees and facilities. Cancellation of scheduled workshops with less than five Business Days' notice may incur Charges for booked time and non-recoverable expenses. Training materials remain subject to the intellectual property clause; unless otherwise agreed, attendees receive a licence for internal use only and may not resell training content.

75. Remote and On-Site Working

Services may be performed remotely or on-site as stated in the Statement of Work. Travel time may be chargeable if stated. The Client shall provide suitable workspace, network access, and health and safety induction for on-site work. MUZ SECURE LTD may substitute remote delivery where on-site attendance becomes impractical due to force majeure, public health restrictions, or Client site closure, and shall discuss resulting adjustments in good faith.

76. Third-Party Products and Vendor Management

Advice regarding third-party products does not make MUZ SECURE LTD a reseller unless expressly agreed. The Client's contracts with vendors are solely between the Client and those vendors. We may assist with vendor evaluations as scoped, but vendor performance failures are not our liability. Commission or referral arrangements, if any, will be disclosed where required by law or professional ethics.

77. Benchmarking and Market Comparisons

Any benchmarking information provided is based on publicly available information, anonymised experience, and professional judgement. It is illustrative and not a statistically validated market study unless expressly commissioned as such. The Client should not rely on benchmarking alone for procurement challenges or regulatory submissions without additional verification.

78. Documentation Standards

Deliverables will be provided in English and in commonly used electronic formats (such as PDF, Microsoft Office, or diagram formats) as agreed. The Client is responsible for importing content into its own document management or architecture repositories. Version control of Client-controlled repositories remains the Client's responsibility.

79. Quality Reviews and Peer Review

MUZ SECURE LTD may conduct internal peer review of Deliverables as part of its quality processes. Peer review does not extend timetables unreasonably; we will plan reviews within agreed schedules. Client-requested additional external assurance (for example, independent audit of our work) is outside scope unless agreed and may be chargeable.

80. Conflict of Interest

MUZ SECURE LTD will take reasonable steps to identify conflicts of interest. If a conflict arises that prevents us from performing Services objectively, we will notify the Client and may decline or withdraw from the affected scope, remaining entitled to Charges for Services properly performed. Holding Confidential Information for one client does not by itself create a conflict with respect to another client in the same sector, provided information barriers and confidentiality are respected.

81. Legal Hold and Regulatory Investigations

If the Client notifies us of a legal hold, investigation, or litigation requiring preservation of materials relating to the engagement, we will take reasonable steps to preserve relevant records in our possession, at the Client's expense for extraordinary effort beyond ordinary retention. We are not obliged to breach legal privilege belonging to us or to disclose our own legally privileged materials.

82. Subpoena and Compulsory Disclosure

If MUZ SECURE LTD is compelled by law to disclose Client Confidential Information, we will, to the extent legally permitted, give the Client prompt notice to allow protective measures, and will disclose only what is legally required. Reasonable costs of responding to third-party legal process relating to the Client may be charged to the Client unless the process arises from our unlawful acts.

83. Warranty Claims Procedure

To claim for breach of the performance warranty, the Client must notify MUZ SECURE LTD in writing within thirty (30) days after becoming aware of the issue, and in any event within three (3) months after delivery of the relevant Services or Deliverables, describing the issue with reasonable particularity. Our primary obligation is re-performance or correction within a reasonable time. If we cannot remedy within a reasonable time, we may refund Charges paid for the non-conforming portion as the Client's sole remedy for that breach, subject to the liability cap.

84. Exclusive Remedies Clarification

Where these Conditions state that a remedy is sole or exclusive, that exclusivity applies only to the described breach category and does not exclude claims for fraud, personal injury, or other non-excludable rights. For intellectual property infringement claims covered by our indemnity, the indemnity and related defence process is the Client's exclusive monetary remedy against us for such infringement, subject to non-excludable liabilities.

85. Aggregation of Claims

Multiple claims arising from the same act, omission, or series of related acts or omissions shall be treated as a single claim for the purpose of the liability cap. Claims under separate Statements of Work are separate for cap calculation unless they arise from the same root cause in a single integrated programme expressly combined under one liability framework in writing.

86. Insurance Proceeds

Any insurance maintained by MUZ SECURE LTD is for our benefit. The Client is not a named insured and has no direct right of action against insurers under our policies, except as required by law. Payment of insurance proceeds to us does not increase the contractual liability cap except to the extent we actually recover proceeds in respect of the Client's claim and the policy and law require pass-through, which is not the default position under these Conditions.

87. Client Policies Flow-Down

The Client may provide policies (security, code of conduct, data handling) with which our on-site or system-accessing personnel must comply, provided policies are reasonable, disclosed in advance, and do not materially expand our obligations beyond the Statement of Work without adjustment of Charges. In case of conflict between Client policies and these Conditions, these Conditions prevail unless we expressly agree in writing to override a specific provision.

88. Access to Personal Devices and BYOD

MUZ SECURE LTD personnel may use company-managed devices. Client requirements for mobile device management on personal devices will be assessed case by case; we may provide alternative access methods if BYOD controls are incompatible with our security model.

89. Penetration Testing and Aggressive Security Testing

Unless expressly scoped and authorised in writing by the Client (and any relevant third parties), MUZ SECURE LTD shall not perform penetration testing, vulnerability exploitation, denial-of-service testing, or similar aggressive security testing. The Client shall ensure authorisations are in place before requesting such Services. Unauthorised testing instructions are void.

90. Data Residency Preferences

If the Client requires Personal Data or Confidential Information to remain within the United Kingdom or another specified residency, this must be stated in the Statement of Work. Default tooling locations will be described on request. Additional costs may apply for residency-constrained delivery models.

91. Recordings of Meetings

Meetings may be recorded only with prior consent of attendees as required by applicable law and professional courtesy. Recordings constitute Confidential Information. Transcripts generated by automated tools should be reviewed for accuracy before reliance.

92. Social Media and Professional Networking

MUZ SECURE LTD personnel may maintain professional networking profiles. They shall not disclose Client Confidential Information on social media. Tagging the Client in marketing posts requires compliance with the publicity clause.

93. Gifts and Hospitality

Any gifts or hospitality exchanged shall be modest, lawful, and consistent with the Bribery Act 2010 and each party's policies. Cash gifts are prohibited.

94. Whistleblowing

Nothing in these Conditions prevents either party's personnel from making protected disclosures under the Public Interest Disclosure Act 1998 or reporting crimes to authorities. Non-disparagement expectations do not restrict protected disclosures.

95. Interpretation of Service Levels

Unless a Statement of Work expressly includes service levels with service credits, timeframes are targets for planning, not warranties. Service credits, if agreed, are the Client's sole remedy for service level failure, subject to non-excludable rights.

96. Dependency on Client Third Parties

Where Services depend on the Client's third-party suppliers, delays by those suppliers are Client delays for the purposes of timetable relief and additional Charges, unless we contracted with those suppliers directly in writing.

97. Sample and Template Disclaimer

Templates, checklists and sample artefacts provided as part of Tools or Deliverables are starting points. The Client must adapt them to its regulatory, contractual and operational context. We are not responsible for unmodified use in unsuitable contexts.

98. Financial Promotions and Regulated Activities

MUZ SECURE LTD does not carry on regulated activities under the Financial Services and Markets Act 2000 by virtue of ordinary IT and management consulting. Nothing we provide constitutes a financial promotion requiring FCA authorisation unless expressly stated. The Client shall not characterise our Deliverables as regulated investment advice.

99. Insurance Broker and Risk Advisory Boundary

Enterprise risk comments made in architecture or transformation work are not insurance broking or actuarial services. The Client should consult qualified insurance professionals for risk transfer decisions.

100. Employment Status and IR35

For engagements involving individuals, the parties acknowledge MUZ SECURE LTD supplies services as a company. Where off-payroll working rules (IR35) may be relevant to any individual contractor we engage, we are responsible for our supply chain compliance, and the Client shall provide accurate status information where legally required for medium and large Clients. Additional terms may be required for assessments.

101. Apprenticeships and Shadowing

If the Client permits shadowing or junior resource development on an engagement, this will be disclosed and will not reduce accountability for Deliverables quality, though efficiency assumptions in pricing may reflect mixed seniority as stated in the Statement of Work.

102. Languages Other Than English

If the Client requires Deliverables in languages other than English, translation costs and schedule impacts will be agreed in advance. MUZ SECURE LTD's working language is English.

103. Accessibility of Deliverables

Where the Client requires Deliverables to meet specific accessibility standards (for example, for public sector publication), those standards must be stated in the Statement of Work. Ordinary consulting documents may not meet WCAG publication standards unless scoped.

104. Marketing Collateral Using Engagement Insights

Insights derived in anonymised and aggregated form may inform our generic methodologies. We will not publish identifiable Client insights without consent.

105. Stand-Down and Restart

If the Client requests a pause in Services for more than ten Business Days, MUZ SECURE LTD may reallocate personnel. Restart may depend on availability and may require revised timetables and mobilisation Charges. Retainer arrangements may specify continuous availability commitments differently.

106. Minimum Engagement and Cancellation Before Start

If the Client cancels an agreed engagement after contract formation but before Services start, MUZ SECURE LTD may charge a cancellation fee reflecting preparation work and reserved capacity, as specified in the Statement of Work, or if unspecified, a reasonable sum not exceeding twenty percent of the expected Charges for the first four weeks, plus non-recoverable expenses.

107. Illegal or Unethical Instructions

MUZ SECURE LTD may refuse instructions that are unlawful, unethical, or would require breach of professional duties or these Conditions. Refusal on such grounds is not breach. We will explain the concern and, where possible, suggest lawful alternatives.

108. Severance of Unenforceable Liability Terms

If a court finds a limitation or exclusion of liability unenforceable as drafted, the parties intend that it be modified to the maximum enforceable limitation permitted by English law for commercial contracts of this type, preserving the economic bargain to the extent legally possible.

109. Electronic Communications Consent

The parties consent to communicate and conclude variations by electronic means. The Client should ensure that emails from @muzsecure.cloud and info@muzsecure.cloud are not blocked. Misdirected emails caused by Client-side filtering do not constitute our failure to give notice if sent to the nominated address.

110. Entire Conditions Version Control

These Terms and Conditions are effective as of 17 July 2026. For each engagement, the version incorporated is the version referenced in the Statement of Work or, if none is referenced, the version last communicated to the Client before contract formation. Later published versions on muzsecure.cloud apply only to new engagements or renewals that incorporate them.

111. Acknowledgement of Independent Legal Advice

Each party acknowledges that it has had the opportunity to seek independent legal advice on these Conditions. Business Clients warrant that they are contracting in the course of business and that these Conditions are reasonable in light of the commercial context, insurance, and ability to negotiate special terms in a Statement of Work.

112. Survival Matrix

Without limitation, the following survive termination or expiry: unpaid Charges; intellectual property; confidentiality; data protection; security incident cooperation to the extent ongoing; indemnities; limitations of liability; non-solicitation for its stated duration; governing law and jurisdiction; and any clause that by nature should survive.

113. Primary Business Description for Interpretation

For the avoidance of doubt in interpreting scope and marketing references, MUZ SECURE LTD's ordinary course of business comprises IT consulting, management advisory, digital transformation, computer systems design and related services, management consulting, enterprise architecture, cloud migration strategy, project management and agile consulting, and data analytics and business intelligence consulting, as offered via muzsecure.cloud and client engagements originating from 51 Knowsley Street, Manchester, M8 8JF, United Kingdom.

114. Final Provisions and Contact

These Conditions are intended to provide a clear, fair allocation of rights and responsibilities for professional consulting engagements governed by the laws of England and Wales. Questions regarding these Terms and Conditions should be directed to info@muzsecure.cloud or by post to MUZ SECURE LTD, 51 Knowsley Street, Manchester, M8 8JF, United Kingdom, or by telephone to +44 7700 900246.

Effective date: 17 July 2026 Last updated: 17 July 2026

MUZ SECURE LTD — Terms and Conditions

115. Pre-Engagement Discovery and Paid Assessments

Where MUZ SECURE LTD undertakes a discovery, readiness assessment, architecture review, or similar short diagnostic engagement, the Statement of Work shall state whether the outcome is a standalone Deliverable or a precursor to a larger programme. Discovery findings are based on information available during the assessment window and sampling methods described in the Statement of Work. They are not exhaustive audits unless expressly scoped as such. Recommendations in discovery reports do not oblige either party to proceed to further phases. If the Client later engages us for implementation advisory work, discovery materials may be reused without additional licence fees unless a separate licence model is stated.

Paid assessments remain subject to these Conditions, including confidentiality, data protection, and liability limitations. If the Client provides incomplete access during discovery, findings may be qualified, and MUZ SECURE LTD is not liable for gaps attributable to restricted access. Re-running discovery due to Client delay or material change in Client environment may be chargeable.

116. Workshops Facilitation Standards

Facilitated workshops are designed to elicit requirements, prioritise initiatives, or align stakeholders. MUZ SECURE LTD will prepare agendas and materials as scoped. Workshop outcomes depend on attendee participation and authority. Decisions recorded in workshop notes are Client decisions unless the Statement of Work grants MUZ SECURE LTD decision rights, which is uncommon. The Client should nominate a scribe or accept our notes as the record if so agreed. Disputes about what was decided should be raised within five Business Days of circulation of notes.

117. Architecture Decision Records

Where enterprise architecture Services include architecture decision records (ADRs), the Client remains the owner of architectural decisions. MUZ SECURE LTD may draft ADR content for Client approval. Approved ADRs form part of Deliverables. Unapproved drafts are working papers. The Client should not represent draft ADRs as final architecture commitments to third parties without our written confirmation that the draft was finalised.

118. Cloud Cost Management Advisory Boundary

Cloud migration strategy and related advisory Services may include indicative cost models, reserved instance strategy commentary, or FinOps process recommendations. Such models are estimates based on stated assumptions and publicly available pricing at a point in time. Actual cloud invoices are determined by the Client's cloud provider and the Client's usage. MUZ SECURE LTD is not liable for variance between estimates and actual cloud spend, nor for currency fluctuations, provider price changes, or Client-driven architecture deviations after recommendations are delivered.

119. Data Migration Advisory

Where Services include advice on data migration approaches, mapping, or cutover planning, the Client remains responsible for data quality, reconciliation, and business continuity during migration events unless MUZ SECURE LTD is expressly engaged to perform or supervise specific migration execution tasks. Trial migrations, rollback plans, and acceptance criteria should be owned by the Client's delivery organisation. We will advise on risks and controls as scoped.

120. Agile Delivery Metrics

Agile consulting may include advice on velocity, throughput, cycle time, and related metrics. Metrics are diagnostic aids, not performance guarantees. MUZ SECURE LTD does not accept liability for sprint commitments made by Client teams, nor for product outcomes dependent on product ownership decisions outside our mandate. Coaching Services aim to improve capability; lasting adoption depends on Client reinforcement.

121. Business Intelligence Semantic Layers

Where data analytics and BI consulting includes semantic layer or metrics store design advice, definitions must be validated by Client business owners. Conflicting metric definitions within the Client organisation are a Client governance issue. We will facilitate alignment workshops as scoped but cannot unilaterally impose enterprise definitions without Client authority.

122. Dashboard Design and Accessibility

Dashboard wireframes and design recommendations are advisory. Implementation in specific BI tools may be performed by the Client or third parties. If we configure dashboards under the Statement of Work, acceptance criteria should include data refresh behaviour, filter logic, and role-based access expectations. Accessibility of interactive dashboards depends on the underlying platform capabilities; we will highlight known limitations when relevant to scoped tools.

123. Programme Governance Boards

Where we attend or chair steering committees as part of project management Services, we act within the authority granted by the Client. We may recommend decisions but do not replace Client accountability for budget, risk appetite, or regulatory compliance. Minutes prepared by us are drafts until approved under the Client's governance process.

124. RAID Logs and Risk Reporting

Risks, assumptions, issues and dependencies (RAID) logs maintained by MUZ SECURE LTD are management tools based on information known to us. They are not exhaustive risk registers for regulatory capital, insurance, or safety-critical certification purposes unless expressly scoped and methodologically defined for those purposes. The Client should integrate relevant items into its enterprise risk framework.

125. Change Request Economics

Change requests will document impact on Charges, timetable, and Deliverables. MUZ SECURE LTD may decline change requests that would compromise legality, security, or professional standards. Urgent verbal change instructions should be confirmed in writing within two Business Days; absent confirmation, we may pause the changed workstream. Cumulative minor changes may be batched into a consolidated change order monthly for administrative efficiency.

126. Time Recording and Transparency

For time and materials engagements, MUZ SECURE LTD shall maintain time records describing activities at a level of detail proportionate to the engagement. The Client may request copies of time records with invoices. Time spent on account management, quality review, and reasonable internal coordination is chargeable unless the Statement of Work states otherwise. Travel time is chargeable as stated in the commercial terms.

127. Expenses Policy Detail

Unless a more specific expenses policy is attached to the Statement of Work, the following apply: economy class rail or airfare for journeys within the United Kingdom and Europe unless otherwise approved; standard class hotels of reasonable business quality; mileage at HMRC approved rates if private vehicle use is agreed; and subsistence at actual reasonable cost. Alcoholic beverages are not reclaimable. Expenses above a threshold stated in the Statement of Work (or £250 if none is stated) require prior Client approval per item. Receipts will be provided on request.

128. Currency and Indexation

Charges are in pounds sterling unless otherwise stated. If the Client requests invoicing in another currency, exchange risk and conversion costs shall be addressed in the Statement of Work. Multi-year engagements may include indexation linked to a stated UK inflation index or a fixed annual percentage, effective on each anniversary with sixty days' notice.

129. Purchase Orders and Client Procurement

If the Client's procurement process requires purchase orders, the Client shall issue them promptly. Failure to issue a purchase order does not invalidate the Agreement once formed, but MUZ SECURE LTD may suspend work until a purchase order is received where the Client's accounts payable process requires it for payment. Client procurement terms on purchase orders do not override these Conditions unless we countersign an express variation.

130. Confidentiality Exceptions for Professional Advisers

Disclosure of Confidential Information to a party's legal advisers, accountants, insurers, and financiers is permitted on a need-to-know basis under confidentiality obligations, including for the purpose of obtaining insurance, financing, or legal advice related to the Agreement. Recipients must be informed of the confidential nature of the information.

131. Personal Data Breach Cooperation Detail

In Processor scenarios, MUZ SECURE LTD shall notify the Client without undue delay after becoming aware of a Personal Data breach affecting Client Personal Data, providing available details regarding the nature of the breach, categories and approximate numbers of Data Subjects and records concerned, likely consequences, and measures taken or proposed. We shall not notify Supervisory Authorities or Data Subjects on the Client's behalf unless instructed in writing or required by law. The Client, as Controller, remains responsible for determining whether notification to the ICO or Data Subjects is required under Articles 33 and 34 UK GDPR.

132. Data Subject Request Handling Timelines

Where we act as Processor and receive a Data Subject request directly, we will promptly forward it to the Client unless legally prohibited. Where we act as Controller for our own business administration data, we will respond in accordance with UK GDPR timelines as described in our Privacy Policy. Mixed requests that concern both Controller and Processor processing will be separated and handled under the appropriate role.

133. Security Questionnaire Responses

MUZ SECURE LTD will respond to reasonable Client security questionnaires relevant to the Services. Responses are based on our standard controls at the time of response. Completion of questionnaires does not amend the Agreement unless the parties execute a security schedule expressly upgrading obligations and Charges where additional controls are required.

134. Penetration Test of Supplier Systems

The Client may not conduct vulnerability scanning or penetration testing against MUZ SECURE LTD systems, websites (including muzsecure.cloud), or personnel devices without prior written authorisation. Unauthorised testing may be treated as a material breach and reported to authorities where appropriate. Authorised testing will be scoped, scheduled, and subject to rules of engagement.

135. Client Environment Change Freezes

If the Client imposes change freezes affecting environments needed for the Services, timetables shall be adjusted. MUZ SECURE LTD is not liable for missed milestones caused by Client change freezes, emergency production incidents, or withheld environment access.

136. Knowledge Transfer and Shadow Resources

Knowledge transfer sessions should be scheduled before engagement end. If Client attendees fail to attend scheduled sessions, redelivery may be chargeable. Shadowing arrangements for Client staff are encouraged to improve adoption but do not reduce Charges unless a co-delivery commercial model is agreed.

137. Deliverable Format and Template Licensing

Where Deliverables are provided in editable formats, the Client may modify them for internal use. Removal of MUZ SECURE LTD logos from final Client-branded versions is permitted. The Client shall not remove copyright notices from Tools licensed for use only within Deliverables in a manner that suggests Tools are unrestricted open materials.

138. Moral Rights

To the extent permitted by law, MUZ SECURE LTD asserts and waives, and shall procure waiver of, moral rights in Deliverables assigned or licensed to the Client, so that the Client may adapt Deliverables for internal business purposes without additional consent, subject to trademark and publicity restrictions.

139. Feedback Loop for Continuous Improvement

After major engagements, MUZ SECURE LTD may request feedback. Participation is voluntary. Feedback may be used internally to improve service quality. Identifiable testimonials require prior written consent before publication on muzsecure.cloud or elsewhere.

140. Crisis and Incident Advisory

If the Client requests urgent advisory support during a cyber incident, outage, or transformation crisis, we may provide assistance on a reasonable endeavours basis under a rapid SOW or change order. Crisis advisory does not create a managed security service or incident response retainer unless expressly agreed. The Client should engage specialist incident response providers where appropriate. Our role is typically coordination advice, stakeholder communication support, and architecture recovery recommendations as scoped.

141. Sector-Specific Compliance Support

Where Services touch sector regulations (for example, financial services operational resilience, healthcare information governance, or public sector security standards), MUZ SECURE LTD provides consulting support based on stated frameworks but does not certify regulatory compliance unless expressly engaged as an independent assessor with a defined standard and evidence plan. The Client retains accountability for regulatory submissions and regulator relationships.

142. Document Classification Handling

The Client shall label Client Materials with classification markings where special handling is required. In the absence of labels, MUZ SECURE LTD will handle materials as Confidential Information under these Conditions using standard professional controls. Higher classifications (for example, Official-Sensitive handling beyond standard controls) require a security schedule and may affect tooling choices and Charges.

143. Subprocessor List for Tooling

Upon request, MUZ SECURE LTD will provide a then-current list of subprocessors used for enterprise tooling relevant to Processor activities. For Controller activities relating to our own CRM, email, and accounting systems, categories of processors are described in our Privacy Policy. Material changes to subprocessors in Processor scenarios will be handled under the data processing agreement.

144. Exit and Transition to Replacement Supplier

Exit assistance may include introducing a replacement supplier nominated by the Client, subject to confidentiality. We are not obliged to train competitors on our proprietary Tools beyond what is embodied in paid Deliverables. Transition plans should be agreed early if the Client anticipates re-tendering.

145. Construction of "Reasonable Care and Skill"

References to reasonable care and skill shall be interpreted in light of the professional consulting standards reasonably expected of a competent UK provider of similar IT consulting, management advisory, digital transformation, computer systems design related services, management consulting, enterprise architecture, cloud migration strategy, project management and agile consulting, and data analytics and business intelligence consulting, having regard to the Fees, timetable, and information available. Perfection is not required; professional judgement may reasonably differ among competent practitioners.

146. Notices to Companies House Address

Operational notices should be sent to 51 Knowsley Street, Manchester, M8 8JF, United Kingdom, and to info@muzsecure.cloud. The Client should not rely solely on outdated addresses. MUZ SECURE LTD will update contact details on muzsecure.cloud when they change. Until notice of change is given, notices to the last stated addresses remain valid.

147. Capacity and Authority Warranties Expanded

Each party warrants that the individual signing or accepting a Statement of Work has authority to bind it. Electronic acceptance by a Client email domain user with apparent authority may be relied upon by MUZ SECURE LTD in good faith. The Client shall notify us promptly if an individual's authority is revoked.

148. No Partnership for Tax Purposes

Nothing in the Agreement shall be construed as creating a partnership for the purposes of the Partnership Act 1890 or for tax purposes. Each party is responsible for its own tax filings and national insurance or equivalent obligations regarding its personnel.

149. Summary of Key Commercial Positions

For ease of reference only, and without limiting the operative clauses: Services are professional advisory services; IP in final assigned Deliverables may transfer on payment where stated, otherwise a broad internal use licence applies; Tools remain with MUZ SECURE LTD; confidentiality is mutual; UK data protection law applies with role-based Controller or Processor treatment; liability is capped at twelve months' Charges under the relevant SOW with standard exclusions of consequential loss; English law and courts of England and Wales govern; consumer rights remain where mandatory.

150. Closing Acknowledgement

By entering into a Statement of Work that incorporates these Terms and Conditions, the Client acknowledges that it has read and understood these Conditions, including the limitation of liability, intellectual property, confidentiality, and data protection provisions, and that it has had opportunity to negotiate special terms appropriate to its risk profile. MUZ SECURE LTD looks forward to providing professional services consistent with these Conditions and with the standards of care expected in England and Wales.

For further information, contact MUZ SECURE LTD at info@muzsecure.cloud, telephone +44 7700 900246, or visit muzsecure.cloud.