Master Subscription Agreement

Last updated: 31 October 2025

This Master Subscription Agreement (“Agreement”) is entered into between Precision Forward Ltd, a company registered in England and Wales (Company No. 16209897), whose registered office is at Apartment 197, Metro Central Heights, 119 Newington Causeway, London SE1 6BW (“Precision Forward”), and the entity or individual identified as the Customer in an executed Order Form, checkout page, or order confirmation email referencing this Agreement (“Customer”).

Each of Precision Forward and Customer may be referred to individually as a “Party” and collectively as the “Parties.”

1. Overview

Precision Forward provides access to Quadrant, a software-as-a-service (“SaaS”) platform designed to deliver analytics, insights, and visibility intelligence for digital and AI-driven content performance (the “Services”).

Use of the Services is subject to this Agreement, any applicable Order Form, and Precision Forward’s related policies published at:
- /legal/data-processing-agreement (Data Processing Agreement)
- /legal/service-level-agreement (Service Level Agreement)
- /legal/support-policy (Support Policy)

2. Access and Use

During the Term, Precision Forward grants Customer a limited, non-exclusive, non-transferable right to access and use Quadrant solely for Customer’s internal business purposes. Customer may permit authorised employees or contractors (“Users”) to access the Services. Customer shall not sublicense, reverse-engineer, modify, or use the Services for unlawful purposes.

3. Service Levels and Support

Precision Forward will provide the Services in accordance with the Service Level Agreement and Support Policy, using reasonable endeavours to ensure availability and performance.

4. Data and Privacy

Customer retains all rights in Customer Data. Precision Forward retains all IP rights in Quadrant. Precision Forward does not use Customer Data to train public LLMs. Both parties shall comply with the Precision Forward Data Processing Agreement.

5. Customer Obligations

Customer is responsible for the legality and accuracy of Customer Data and compliance with data protection laws.

6. Suspension

Precision Forward may suspend Services if Customer breaches this Agreement, threatens service integrity, or if required by law.

7. Third-Party Platforms

Quadrant may integrate with third-party systems. Precision Forward is not responsible for third-party acts or omissions.

8. Fees and Payment

Customer shall pay all fees in GBP within 30 days of invoice. Fees exclude VAT, which is payable under UK law.

9. Warranties and Disclaimers

Precision Forward warrants that Services will perform materially in accordance with documentation. Except as stated, Services are provided “as is.”

10. Term and Termination

Either Party may terminate for material breach or insolvency. Upon termination, Customer shall cease all use and Precision Forward will delete Customer Data upon request.

11. Feedback

Customer grants Precision Forward the right to use feedback for improvement without obligation.

12. Limitation of Liability

Each Party’s total liability shall not exceed Fees paid in the prior 12 months, excluding death, fraud, or other non-excludable liability.

13. Indemnities

Precision Forward will indemnify Customer for IP claims. Customer will indemnify Precision Forward for claims arising from Customer Data or misuse.

14. Confidentiality

Each Party shall treat all Confidential Information as confidential and only disclose where required by law. Obligations survive five years after termination.

15. Required Disclosures

Nothing prevents disclosure of Confidential Information required by law, provided reasonable notice is given where lawful.

16. Compliance and Governance

Each Party shall comply with the Bribery Act 2010, Modern Slavery Act 2015, UK GDPR, and cooperate with lawful regulator requests.

17. Force Majeure

Neither Party is liable for delay caused by events beyond reasonable control, including natural disasters, strikes, or pandemics.

18. Trials and Betas

Trial Services are provided for evaluation only, without warranty or indemnity. Liability for Trial Services shall not exceed £1,000.

19. Subcontractors

Precision Forward may use subcontractors but remains responsible for their acts and compliance with confidentiality and data protection.

20. Publicity

Precision Forward may identify Customer as a client in marketing unless Customer withdraws consent by written notice.

21. Notices

Notices shall be in writing and sent to:
Precision Forward Ltd, Apartment 197, Metro Central Heights, 119 Newington Causeway, London SE1 6BW, Email: legal@precisionfwd.com.
Notices are deemed received upon delivery, two Working Days after posting, or upon confirmed email receipt.

22. Insurance

Precision Forward shall maintain Employer’s Liability (£5m), Public Liability (£1m), and Cyber Liability (£500k) insurance.

23. Document Hierarchy and Conflict of Interpretation

If conflicts arise, the following order applies: (a) Order Form; (b) Supplemental Terms; (c) this Agreement; (d) Data Processing Agreement.

24. Miscellaneous

This Agreement constitutes the entire understanding. Amendments must be in writing. Governed by the laws of England and Wales, with exclusive jurisdiction in its courts.