The Service Provider agrees to deliver software development and technical consultancy services as described in Schedule A attached hereto, including bespoke e-commerce platform development, API integration with third-party logistics providers, and ongoing technical support during the warranty period specified therein.

This Agreement commences on the Effective Date and continues for a period of twelve (12) months unless earlier terminated. Either party may terminate this Agreement upon thirty (30) days' written notice. Immediate termination is permitted in the event of a material breach that remains uncured for ten (10) business days following written notice of such breach.

The Client shall pay the Service Provider a monthly retainer of £8,500 (exc. VAT) due within 14 days of the invoice date. Additional project work will be billed at £125 per hour. All invoices unpaid after 30 days shall attract interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.

All intellectual property created specifically for the Client under this Agreement shall vest in the Client upon receipt of full payment. The Service Provider retains all rights to pre-existing methodologies, tools, frameworks, and know-how used in delivering the services, and grants the Client a perpetual, royalty-free licence to use such elements solely as incorporated in the deliverables.

Each party shall hold the other's Confidential Information in strict confidence and shall not disclose it to any third party without prior written consent. This obligation survives termination of this Agreement for a period of three (3) years. Confidential Information excludes information that is or becomes publicly known through no breach of this Agreement.

The Service Provider warrants that services will be performed with reasonable care and skill by suitably qualified personnel, and that deliverables will materially conform to agreed specifications for a period of ninety (90) days following acceptance. Each party warrants that it has full authority to enter into this Agreement.

Neither party's total liability under this Agreement shall exceed the total fees paid or payable in the twelve months preceding the event giving rise to the claim. Neither party shall be liable for indirect, consequential, special, or punitive damages, loss of profits, or loss of data, even if advised of the possibility of such damages.

Each party (the "Indemnifying Party") shall indemnify and hold harmless the other party from and against any claims, damages, and costs arising from the Indemnifying Party's breach of this Agreement, negligence, or wilful misconduct, provided the indemnified party promptly notifies the Indemnifying Party and cooperates in the defence of such claims.

The parties shall attempt to resolve any dispute by good-faith negotiation for a period of thirty (30) days. If unresolved, the dispute shall be referred to mediation under the CEDR Model Mediation Procedure before recourse to litigation in the courts of England and Wales, which shall have exclusive jurisdiction.

This Agreement constitutes the entire agreement between the parties and supersedes all prior representations. It may only be amended in writing signed by authorised representatives of both parties. If any provision is held unenforceable, the remainder of the Agreement shall continue in full force. This Agreement may not be assigned without prior written consent.