Master Service Agreement (MSA)

1. Definitions and document structure

1.1 In this Agreement, the following terms have the meanings set out below unless the context requires otherwise.

1.2 If the same subject matter is regulated by more than one document, the following order of precedence applies: – First, the Accepted Quotation, including its SOW, product descriptions, pricing table, commercial notes, and special conditions. – Second, any later accepted SLA, Data Processing Addendum, or service-specific addendum, but only for the subject matter it expressly regulates. – Third, this MSA. – Fourth, other commercial materials, catalogues, website copy, emails, or presentations only if they are expressly incorporated in the Accepted Quotation or SOW. 1.3 If a later Accepted Quotation contains an SLA and a repeated version of the MSA, the SLA governs the service-level commitments for that specific service. A later MSA version applies only from its effective date and only to the services covered by that later Accepted Quotation, unless it expressly states otherwise. 1.4 Unless expressly agreed in writing, this Agreement does not create an exclusive relationship. Each Party remains free to contract with third parties for similar services.

2. Service classes

2.1 Babini Mazzari may provide the following service classes. The applicable service class is determined by the Accepted Quotation, SOW, product description, or the nature of the service purchased.

2.2 The service taxonomy is intended to remove ambiguity. It does not expand the scope purchased by Client. The actual services, deliverables, quotas, limits, pricing, and exclusions are those stated in the applicable Accepted Quotation or SOW.

3. Quotations, SOWs, and product descriptions

3.1 Babini Mazzari is not required to start any service until the applicable Quotation, SOW, or service order has been accepted by Client and any required upfront payment or purchase order has been received, unless Babini Mazzari agrees otherwise in writing.

3.2 An Accepted Quotation may be accepted by electronic signature, written confirmation, email approval, purchase order, payment, or another acceptance method described in the Quotation or used in the Parties’ ordinary business communications.

3.3 Product descriptions included in an Accepted Quotation or SOW are legally binding service specifications. They may define technical scope, usage limits, service quotas, pageview limits, supported platforms, inclusions, exclusions, required client inputs, renewal rules, and other operational details.

3.4 If a generic product description conflicts with a bespoke SOW or a bespoke note in the Accepted Quotation, the bespoke SOW or note prevails for that engagement only.

3.5 Any item not expressly included in the Accepted Quotation, SOW, or product description is excluded. Babini Mazzari may decline out-of-scope requests or require a separate quotation, change order, addendum, or written approval before starting them.

4. Term, renewal, and termination

4.1 This MSA starts on the date Client accepts the first Quotation incorporating it and remains in force until terminated in accordance with this Section.

4.2 Either Party may terminate this MSA for convenience with sixty (60) days written notice, provided that such termination does not automatically terminate any active Accepted Quotation, SOW, Ongoing Support Service, Managed Service, SLA, or other active commitment. Active commitments continue for their agreed term unless the applicable document or this MSA allows earlier termination.

4.3 Either Party may terminate this MSA or an affected SOW if the other Party commits a material breach and fails to cure it within thirty (30) days after receiving written notice. Examples of material breach include, without limitation, non-payment after written notice, material breach of confidentiality or data protection obligations, repeated failure to provide access or cooperation required for delivery, misuse of systems or credentials, use of Services or Deliverables for unlawful purposes, or unauthorised modification, resale, or use of Deliverables outside the agreed scope. Immediate termination is also available where required by law, insolvency, liquidation, or cessation of substantial business operations.

4.4 Upon termination, Client must pay all undisputed fees, performed work, completed milestones, approved expenses, non-cancellable third-party costs, and any termination fee or committed recurring fee due under this MSA or the relevant Accepted Quotation.

4.5 Termination does not affect provisions that by their nature should survive, including payment obligations, confidentiality, data protection, intellectual property, warranties, indemnities, limitation of liability, dispute resolution, governing law, and any accrued rights.

5. Consulting and Implementation Services

5.1 Consulting and Implementation Services are governed by the scope, deliverables, assumptions, exclusions, timeline, milestones, fees, and acceptance criteria set out in the applicable Accepted Quotation or SOW.

5.2 Unless the SOW states otherwise, if Client terminates Consulting or Implementation Services before completion, Client must pay for all Services performed up to the effective termination date, all completed milestones, a reasonable pro-rata amount for in-progress milestones, all approved expenses, and all non-cancellable third-party costs.

5.3 Project timelines depend on timely Client cooperation. Delays in providing materials, access, credentials, approvals, decisions, feedback, test results, or other required inputs may cause a proportional shift in timelines and may require a revised plan or additional fees.

5.4 Unless the SOW states a different acceptance process, Deliverables are deemed accepted when Client confirms acceptance in writing, starts using them in production, or fails to send a specific written rejection within ten (10) business days after delivery or staging release. A rejection must identify the relevant defect, non-conformity, or failed acceptance criterion in reasonable detail.

5.5 For smaller tasks, reports, advisory outputs, support tickets, or other minor deliverables, the deemed acceptance period is five (5) business days unless the SOW states otherwise.

5.6 If Client validly rejects a Deliverable, Babini Mazzari will use reasonable efforts to correct the non-conformity. Reperformance or correction is Client’s sole remedy for non-conforming Services, except where applicable law provides otherwise.

6. Support Services

6.1 Support Services may be supplied either as On-Demand Support Services or as Ongoing Support Services. The applicable category depends on the Accepted Quotation, SOW, product description, ticket approval, or other written confirmation accepted by Babini Mazzari.

6.2 On-Demand Support Services include ticket-based assistance, quick fixes, troubleshooting, bug fixing, minor changes, or technical support requested outside a recurring support plan. They are handled subject to availability, urgency, technical feasibility, Babini Mazzari’s then-current workload, and Client’s payment status. Unless an SLA or Ongoing Support Services agreement is in place, no response time, resolution time, resource allocation, priority queue, ongoing availability, or continuity of support is guaranteed.

6.3 Submission of a ticket, email, request, or issue report does not by itself require Babini Mazzari to perform the requested work. Babini Mazzari may reject the request, request clarification, classify it as out of scope, provide an estimate, require a separate quotation or change order, or confirm that the request has been accepted for handling. Work is deemed accepted for handling only when Babini Mazzari confirms acceptance, starts performing the work, or otherwise takes the request in charge.

6.4 On-Demand Support Services are generally billed on a time-and-materials basis at the applicable hourly rate, unless a different pricing rule is agreed. Babini Mazzari may continue handling On-Demand Support Services while Client pays undisputed invoices on time and no suspension right applies under this MSA.

6.5 Ongoing Support Services include retainer support, support plafond, unlimited support, SLA-based support, or ongoing assistance on defined platforms, systems, or applications. The thirty-six (36) month planning framework applies only where the Accepted Quotation or SOW expressly includes a recurring support plan of this kind.

6.6 The Parties acknowledge that Ongoing Support Services are planned on a thirty-six (36) month framework for resource planning purposes. This is not a commitment to pay all remaining future years. Unless the applicable SOW states otherwise, each annual Ongoing Support Services SOW renews automatically for successive annual terms unless either Party gives written termination notice at least ninety (90) days before the relevant renewal date. Scope, quotas, pricing, and operating terms may be reviewed or renegotiated annually.

6.7 If Client terminates Ongoing Support Services during an active annual term without cause, Client must pay an early termination fee equal to fifty percent (50%) of the unused portion of the fees for that current annual term. If Client cancels the annual SOW on time under Section 6.6, Client is not required to pay the remaining future years of the thirty-six (36) month planning framework.

6.8 Where Ongoing Support Services are sold on a plafond, retainer, prepaid hour package, or similar model, unused hours expire at the end of the relevant billing period unless the SOW states otherwise. If an annual support hour package is billed monthly, quarterly, semi-annually, or on another sub-annual cycle, the annual hours are allocated proportionally to each billing period unless the SOW states otherwise.

6.9 Support requests must be submitted through the self-service portal, ticketing system, email channel, or other support channel specified by Babini Mazzari. Support Services do not include emergency availability, 24/7 monitoring, on-call services, major refactoring, new projects, redesign, large evolutions, legal advice, regulatory assessments, third-party provider support, or work outside the platforms listed in the SOW, unless expressly included.

7. Managed Services

7.1 Managed Services are recurring services supplied for an annual service term by default, unless the applicable Accepted Quotation or SOW expressly states a different commitment period.

7.2 Unless the applicable SOW states otherwise, Managed Services renew automatically for successive annual terms unless either Party gives written termination notice at least sixty (60) days before the relevant renewal date.

7.3 Managed Services may be invoiced monthly, quarterly, semi-annually, annually, or on another schedule stated in the Accepted Quotation. Billing frequency does not change the annual service term or the annual commitment unless the SOW expressly says so.

7.4 Prepaid Managed Services fees are non-refundable once the relevant annual term has started, unless the SOW expressly states otherwise, termination is due to Babini Mazzari’s uncured material breach, or mandatory law requires otherwise.

7.5 Managed Services may include software resale, vendor platforms, compliance products, SaaS packages, monitoring, hosting, maintenance, service configuration, renewal tracking, or other productized components. The product descriptions, quotas, limits, and inclusions stated in the Accepted Quotation form part of the contractual service specification.

7.6 Third-party platform availability, vendor outages, API limitations, policy changes, data source changes, and client-controlled account issues may affect Managed Services. Babini Mazzari is not responsible for third-party provider failures except to the extent directly caused by Babini Mazzari’s breach of this MSA.

8. Service levels and support portal

8.1 Service-level commitments apply only where stated in an Accepted Quotation, SOW, or SLA. Unless Client purchases a premium SLA tier or a bespoke SLA, the Default service level applies to Ongoing Support Services and Managed Services only. On-Demand Support Services do not include any service-level commitment unless expressly agreed.

8.2 The Default service level provides Business Hours response targets and best-effort resolution. It does not create guaranteed resolution times, 24/7 availability, emergency coverage, service credits, fee reductions, financial penalties, or other service-level remedies.

8.3 The detailed SLA tiers, including priority levels, response times, resolution targets, and premium tiers, are governed by the applicable SLA document or Accepted Quotation. If no premium tier is specified for Ongoing Support Services or Managed Services, Default applies.

8.4 SLA timers start only when a ticket has been properly opened, the affected service is within scope, the priority has been triaged, and Babini Mazzari has the minimum information and access required to begin work. Timers may be paused while waiting for Client input, Client approval, third-party action, access, credentials, test confirmation, or payment regularisation.

8.5 Any operational status, timer, queue position, priority label, or report shown in a self-service portal, ticketing system, or support channel is provided for operational transparency and does not create commitments beyond the applicable SLA or Accepted Quotation.

9. Client responsibilities

9.1 Client is responsible for providing timely, complete, and accurate information, materials, approvals, decisions, feedback, access, credentials, technical contacts, business contacts, and test confirmations required for the Services.

9.2 Client is responsible for deciding which personnel may submit requests, approvals, instructions, purchase orders, or confirmations on its behalf, and for ensuring that such requests are internally authorised and aligned with its business priorities. Babini Mazzari is not responsible for conflicting instructions, duplicate requests, internal approval issues, or disputes among Client stakeholders.

9.3 Client is responsible for the accuracy, legality, completeness, and suitability of Client materials, including website content, product data, legal policies, fiscal information, personal data, credentials, business rules, and third-party account settings.

9.4 Client is responsible for maintaining ownership, payment status, and administrative control of Client-controlled third-party accounts unless the SOW states otherwise. This includes domain registrars, hosting accounts, payment gateways, SaaS tools, cloud environments, API accounts, platform users, and related permissions.

9.5 Client must maintain appropriate backups, exports, administrative access, and business continuity measures for Client-controlled systems unless the SOW expressly assigns those obligations to Babini Mazzari.

9.6 Client must not provide unnecessary sensitive data, special-category personal data, payment card data, health data, or regulated data unless the SOW and any required DPA expressly cover it.

10. Fees, invoicing, taxes, and third-party costs

10.1 Fees, billing frequency, payment schedule, taxes, discounts, renewal prices, and usage limits are stated in the applicable Accepted Quotation or SOW.

10.2 Unless the Accepted Quotation states otherwise, invoices are payable within thirty (30) days from the invoice date. Client must notify Babini Mazzari of any disputed charge within fifteen (15) days of receipt. Undisputed amounts remain payable on time.

10.3 Overdue amounts accrue late-payment interest at one percent (1%) per month or the maximum rate permitted by applicable law, whichever is lower. Babini Mazzari may also recover reasonable collection costs where permitted by law.

10.4 Fees are exclusive of VAT, withholding taxes, duties, levies, and similar charges unless expressly stated otherwise. Client is responsible for applicable taxes except taxes on Babini Mazzari’s net income.

10.5 Third-party costs and vendor-backed services are paid directly by Client unless the Accepted Quotation states that Babini Mazzari will procure, resell, package, or pass them through. Where Babini Mazzari procures or resells such services, the charged fees may include operational, reseller, support, administrative, or bundled-service margin. Such fees and costs are non-refundable once ordered, activated, renewed, or made available, unless the vendor provides a refund and Babini Mazzari receives it.

10.6 For recurring service fees controlled directly by Babini Mazzari, Babini Mazzari may adjust fees once per year with reasonable prior notice. The standard annual increase is capped at five percent (5%).

10.7 The five percent (5%) cap does not apply to third-party vendor increases, software licences, hosting, SaaS, APIs, marketplace costs, payment provider costs, compliance products, taxes, currency impacts, scope changes, client usage changes, or materially changed service requirements. Such amounts may be passed through or re-priced separately.

10.8 If Babini Mazzari proposes an increase above five percent (5%) for recurring service fees controlled directly by Babini Mazzari, excluding the pass-through items listed in Section 10.7, Client may reject the increase and terminate the affected service at renewal by giving written notice before the renewal date.

11. Suspension

11.1 If Client fails to pay undisputed overdue amounts, Babini Mazzari may suspend Services after written notice and a cure period of ten (10) business days. Suspension may include Support Services, Managed Services, project delivery, access to support channels, and work on pending requests.

11.2 Babini Mazzari may suspend Services immediately if continued service delivery may create a security risk, legal risk, data protection risk, third-party platform risk, or material operational risk, or if Client uses the Services unlawfully or outside the agreed scope.

11.3 Suspension does not release Client from payment obligations, committed recurring fees, renewal fees, third-party costs, or early termination fees. Babini Mazzari is not liable for delays or service impacts caused by a lawful suspension.

12. Changes and out-of-scope work

12.1 Any material change to scope, assumptions, deliverables, pricing, timeline, service quotas, platforms, SLA tier, third-party dependencies, or acceptance criteria requires written approval through a change order, addendum, updated Quotation, ticket approval, or other written confirmation accepted by Babini Mazzari.

12.2 Babini Mazzari is not required to start out-of-scope work before written approval. If Client asks Babini Mazzari to proceed urgently and Babini Mazzari accepts, the work may be billed on a time-and-materials basis at the applicable hourly rate. Minor clarifications or operational decisions recorded in a self-service portal, ticketing system, email, project management tool, or meeting note may be treated as implementation-level approvals only if they do not materially change commercial terms.

13. Intellectual property

13.1 Upon full payment of all amounts due for the relevant SOW, Client obtains all right, title, and interest in Deliverables specifically created for Client under that SOW, excluding Babini Mazzari Background IP, open-source components, third-party components, tools, templates, libraries, frameworks, and methodologies.

13.2 Babini Mazzari retains ownership of all Background IP, including pre-existing software, frameworks, tools, know-how, methodologies, templates, libraries, scripts, documentation structures, reusable components, and improvements developed outside the paid scope of a specific SOW.

13.3 To the extent Babini Mazzari Background IP is embedded in or required to use a Deliverable, Babini Mazzari grants Client a non-exclusive, worldwide, perpetual licence to use that Background IP solely as part of the Deliverable and for Client’s internal business purposes, subject to payment in full and applicable third-party licence terms.

13.4 Client retains ownership of Client materials. Client grants Babini Mazzari the rights and licences necessary to use Client materials for the purpose of providing the Services.

13.5 Deliverables may include open-source software or third-party components. Client’s use of those components is governed by the applicable open-source licences, EULAs, vendor terms, or platform terms.

13.6 If the Parties intend to co-develop software, intellectual property, products, or platforms for resale, shared deployment, or joint commercialisation, they will execute a separate written addendum defining ownership, licensing, revenue sharing, support obligations, and usage rights.

14. Confidentiality

14.1 Each Party will protect the other Party’s non-public information using at least reasonable care and no less care than it uses to protect its own similar information.

14.2 Confidential Information may be used only to perform or receive the Services, manage the commercial relationship, comply with legal obligations, or enforce this Agreement.

14.3 Confidential Information may be disclosed to employees, officers, contractors, affiliates, professional advisors, and subcontractors who need to know it and are bound by confidentiality obligations no less protective than those in this Agreement.

14.4 Confidentiality obligations do not apply to information that is publicly available without breach, already known without restriction, independently developed without use of the other Party’s Confidential Information, or lawfully received from a third party without confidentiality restriction.

14.5 If disclosure is required by law, court order, regulator, or public authority, the receiving Party may disclose only what is legally required and, where legally permitted, will give prompt notice to the disclosing Party.

14.6 Confidentiality obligations last for five (5) years after disclosure. Trade secrets and highly sensitive technical or security information remain protected for as long as they remain non-public and commercially sensitive.

15. Data protection and security

15.1 Each Party will comply with applicable data protection laws, including EU GDPR where applicable.

15.2 Where Babini Mazzari processes personal data on behalf of Client as a processor, the Parties will enter into a Data Processing Addendum or equivalent data processing terms. If required, such terms may be included in the Accepted Quotation, SOW, or a separate addendum.

15.3 Client is responsible for determining the lawful basis, purpose, scope, retention rules, and accuracy of personal data provided to Babini Mazzari, unless Babini Mazzari acts as independent controller for its own administrative or commercial data.

15.4 Babini Mazzari will implement reasonable technical and organisational measures appropriate to the nature of the Services, the data processed, and the agreed scope. Security measures may vary depending on the service class, platform, Client environment, and SOW.

15.5 Babini Mazzari will notify Client without undue delay after becoming aware of a confirmed personal data breach affecting Client personal data processed by Babini Mazzari, where such notification is required by law or the applicable DPA.

16. Technology, automation, and AI-assisted delivery

16.1 Babini Mazzari may use development tools, automation, analytics, AI-assisted tools, code assistants, diagnostic tools, monitoring tools, and other technologies to support service delivery, improve quality, accelerate analysis, or increase operational efficiency.

16.2 Babini Mazzari will use such tools consistently with its confidentiality, data protection, and security obligations. Babini Mazzari will not intentionally submit Client Confidential Information or Client personal data to public AI tools for model training without Client’s express approval.

16.3 Where third-party AI or automation tools are used in a way that materially processes Client Confidential Information or personal data, Babini Mazzari will use reasonable safeguards or seek Client approval where required by the SOW, DPA, or applicable law.

16.4 AI-assisted outputs, scripts, analysis, or recommendations used materially in a Deliverable remain subject to professional review appropriate to the nature of the engagement. Client remains responsible for validating business, legal, fiscal, operational, or strategic decisions based on Deliverables.

17. Warranties and disclaimers

17.1 Babini Mazzari warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry practices for similar services.

17.2 Client’s sole remedy for breach of the warranty in Section 17.1 is reperformance or correction of the non-conforming Services, provided that Client notifies Babini Mazzari within thirty (30) days after discovering the issue.

17.3 Except as expressly stated in this MSA or an Accepted Quotation, Babini Mazzari does not warrant that Services or Deliverables will be uninterrupted, error-free, immune from cyber incidents, compatible with all environments, capable of achieving specific business results, or suitable for a particular purpose.

17.4 Consulting recommendations, technical reports, compliance support, accessibility support, GDPR support, security support, fiscal configuration, or similar advisory work do not constitute legal, tax, audit, certification, or regulated professional advice unless the SOW expressly states otherwise and the work is performed by a qualified professional authorised to provide such advice.

17.5 Babini Mazzari is not responsible for third-party platforms, vendor terms, API changes, hosting outages, payment gateway decisions, marketplace restrictions, licence changes, search engine changes, browser changes, client account restrictions, regulatory changes, or other events outside Babini Mazzari’s reasonable control, except to the extent directly caused by Babini Mazzari’s breach of this MSA.

18. Indemnification

18.1 Babini Mazzari will defend and indemnify Client against third-party claims alleging that Deliverables created by Babini Mazzari and used within the agreed scope infringe third-party intellectual property rights, provided that Client gives prompt written notice, allows Babini Mazzari to control the defence and settlement, and provides reasonable cooperation.

18.2 The indemnity in Section 18.1 does not apply to claims arising from Client materials, Client instructions, third-party components, open-source software, unauthorised modifications, use outside the agreed scope, combination with non-Babini Mazzari materials, or continued use after Babini Mazzari provides a reasonable workaround or replacement.

18.3 Client will defend and indemnify Babini Mazzari against third-party claims arising from Client materials, Client data, Client instructions, Client’s unlawful use of the Services, Client-controlled accounts, or Client’s breach of applicable law, third-party rights, or third-party platform terms.

19. Limitation of liability

19.1 To the maximum extent permitted by law, each Party’s aggregate liability under this Agreement and the relevant Accepted Quotation, whether in contract, tort, negligence, strict liability, or otherwise, will not exceed the fees paid or payable by Client under the affected SOW or Accepted Quotation during the twelve (12) months preceding the event giving rise to the claim.

19.2 Neither Party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, business, goodwill, data, expected savings, or business opportunity, even if advised of the possibility of such damages.

19.3 Nothing in this Agreement limits liability that cannot be limited under applicable law, including liability for fraud, wilful misconduct, gross negligence where it cannot be limited, or death or personal injury caused by negligence.

19.4 Service credits, fee reductions, penalties, or liquidated damages do not apply unless expressly stated in a separately accepted SLA or SOW. Where they apply, they are Client’s sole financial remedy for the relevant service-level failure unless the SLA states otherwise.

20. Subcontractors and staffing

20.1 Babini Mazzari may use employees, contractors, subcontractors, affiliates, and specialist providers to perform the Services. Babini Mazzari remains responsible for work performed by its subcontractors to the extent required by this MSA.

20.2 Babini Mazzari may assign or change personnel at its discretion, provided that the Services remain materially consistent with the applicable SOW.

21. Force majeure

21.1 Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, internet outages, third-party provider outages, power failures, governmental actions, pandemics, cyberattacks not caused by the affected Party’s breach, or other events of similar nature.

21.2 The affected Party must notify the other Party and use reasonable efforts to mitigate the impact. Payment obligations for Services already performed, committed recurring fees, and non-cancellable third-party costs are not excused by force majeure.

22. Notices and electronic signature

22.1 Notices must be in writing and may be delivered by email, certified mail, courier, or other method stated in the Accepted Quotation. Notices to Babini Mazzari should be sent to the contact details stated in the Accepted Quotation or otherwise communicated in writing.

22.2 Electronic signatures, email acceptance, purchase orders, payment, written confirmation, acceptance through a self-service portal, quotation system, ticketing system, procurement platform, or other customary business communication channel are valid and binding where they reasonably indicate Client’s acceptance.

22.3 Babini Mazzari may rely on acceptances, approvals, purchase orders, instructions, or confirmations received from a person using Client’s business email address, domain, procurement channel, self-service portal account, ticketing system, or other customary business communication channel. Client is responsible for ensuring that only authorised personnel approve binding orders, scope changes, tickets, or instructions.

22.4 Client may not avoid payment or performance solely by asserting that its internal approval rules were not followed, where Babini Mazzari reasonably relied on an apparent business representative of Client acting through customary business channels.

23. Governing law and dispute resolution

23.1 This Agreement and all Accepted Quotations are governed by the substantive laws of Italy, excluding conflict-of-law rules.

23.2 The Parties will first attempt in good faith to resolve disputes through senior management discussions within fifteen (15) days after written notice of dispute.

23.3 If the dispute is not resolved, the courts of Ravenna, Italy, have exclusive jurisdiction, except that either Party may seek urgent injunctive or protective relief before any competent court where necessary.

23.4 During a dispute, Client must continue paying undisputed amounts. Babini Mazzari may suspend disputed work or affected Services where permitted under this MSA.

24. General provisions

24.1 This MSA, together with the applicable Accepted Quotation, SOW, product descriptions, and any accepted SLA, DPA, or addendum, constitutes the entire agreement between the Parties for the relevant Services and supersedes prior discussions or materials on the same subject matter.

24.2 Any amendment must be in writing and accepted by both Parties, except for operational clarifications, ticket-level approvals, or change orders permitted under this MSA.

24.3 If any provision is held invalid or unenforceable, the remaining provisions remain in effect. The Parties will replace the invalid provision with a valid provision that most closely reflects the original commercial intent.

24.4 Neither Party may assign this Agreement without the other Party’s prior written consent, except to an affiliate, successor, or acquirer of substantially all of its business, provided that the assignee assumes the relevant obligations.

24.5 No delay or failure to enforce a right constitutes a waiver. A waiver must be in writing and applies only to the specific instance stated.

24.6 If this MSA is translated into another language, the English version controls unless the Parties expressly agree that another version prevails.

25. Acceptance

25.1 By accepting the relevant Quotation electronically or in writing, Client acknowledges that it has read, understood, and agrees to be bound by this MSA as incorporated into that Accepted Quotation.