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Master_Services_Agreement.pdf
Master Services Agreement
Northwind Analytics Ltd. · Cedar Grove Software Inc. · 14 March 2026

This Master Services Agreement (the “Agreement”) is entered into as of 14 March 2026 by and between Northwind Analytics Ltd., a company registered in England and Wales (“Customer”), and Cedar Grove Software Inc., a Delaware corporation (“Provider”).

The parties wish to establish the terms under which Provider will make its hosted analytics platform and related professional services available to Customer.

Recitals

Provider operates a subscription software platform for document analysis and reporting. This Agreement governs all orders, statements of work, and service schedules executed by the parties.

1

3. Fees and Payment

3.1 Customer shall pay the fees set out in the applicable Order Form. Unless stated otherwise, all fees are quoted in United States dollars and are exclusive of taxes.

3.2 Provider shall invoice Customer annually in advance. Invoices are payable within thirty (30) days of the invoice date.

3.3 Overdue amounts accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower.

3.4 Provider may increase fees for any renewal term by giving Customer at least sixty (60) days’ written notice before the end of the then-current term.

2

4. Term and Renewal

4.1 This Agreement commences on the Effective Date and continues for an initial term of twelve (12) months, unless terminated earlier in accordance with Section 5.

4.2 Upon expiry of the Initial Term, this Agreement shall automatically renew for successive periods of twelve (12) months each unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

4.3 Termination of this Agreement terminates all Order Forms then in effect, unless the parties agree otherwise in writing.

3

5. Termination

5.1 Either party may terminate this Agreement immediately on written notice if the other party becomes insolvent or ceases to carry on business.

5.2 Either party may terminate for material breach if the breaching party fails to cure that breach within thirty (30) days of receiving written notice describing it.

5.3 Customer may terminate this Agreement for convenience at any time by giving Provider not less than sixty (60) days’ prior written notice. Fees already paid in respect of the terminated period are non-refundable, save where Customer terminates under Section 5.2.

4

6. Limitation of Liability

6.1 Except in respect of the excluded matters in Section 6.3, each party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid or payable by Customer in the twelve (12) months immediately preceding the event giving rise to the claim.

6.2 Neither party shall be liable for any indirect, incidental, special, or consequential loss, nor for any loss of profit, revenue, goodwill, or anticipated savings.

6.3 Nothing in this Agreement limits either party’s liability for death or personal injury caused by negligence, or for fraud.

5
Master_Services_Agreement.pdf5 pages · indexed and ready
Summarize the terms I should watch out for
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Three things in this agreement are worth a second look:1. It renews itself. Successive 12-month terms unless you give notice 60 days before the term ends.§4.2 · page 32. Leaving early isn't free. Exit needs 60 days' notice, and fees already paid are not refunded.§5.3 · page 43. Liability is capped at the fees paid in the previous 12 months.§6.1 · page 5
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Master_Services_Agreement.pdf

5. Termination

5.1 Either party may terminate this Agreement immediately on written notice if the other party becomes insolvent or ceases to carry on business.

5.2 Either party may terminate for material breach if the breaching party fails to cure that breach within thirty (30) days of receiving written notice describing it.

5.3 Customer may terminate this Agreement for convenience at any time by giving Provider not less than sixty (60) days’ prior written notice. Fees already paid in respect of the terminated period are non-refundable, save where Customer terminates under Section 5.2.

4

6. Limitation of Liability

6.1 Except in respect of the excluded matters in Section 6.3, each party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid or payable by Customer in the twelve (12) months immediately preceding the event giving rise to the claim.

5
Master_Services_Agreement.pdf5 pages · indexed and ready
What notice do I need to give to terminate?
AI PDF Reader
Sixty days' prior written notice, and fees you have already paid for the terminated period are not returned.§5.3 · page 4
The paragraph behind the answer, highlighted on page 4

Made for documents nobody reads to the end

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Procurement_Regulation_2026.pdf

11. Competitive Procedures

11.3 Purchases below the lower threshold may be awarded directly, provided the buyer records the reason for the selected supplier.

11.4 Where the estimated value of a single purchase reaches EUR 40,000 or more, the buyer shall obtain no fewer than three written quotations before awarding the contract. Quotations shall be requested on identical specifications and retained for six (6) years.

11.5 Where fewer than three suppliers are able to quote, the buyer shall document the market check that established this.

187

12. Records and Retention

12.1 Each procurement file shall contain the specification, the quotations received, the evaluation, and the award decision.

188
Procurement_Regulation_2026.pdf312 pages · indexed and ready
Do I need three quotes for a EUR 40,000 purchase?
AI PDF Reader
Yes. At EUR 40,000 and above you need three written quotations on identical specifications, kept for six years.§11.4 · page 187
One paragraph out of 312 pages, found and cited
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