Bourgeon Ventures Master Agreement

1. Parties

This Master Agreement (“Agreement”) is made between:

  • Bourgeon Ventures Ltd (registered in England & Wales, Company No. 16100526), of 3rd Floor, 86-90 Paul Street, London, England, EC2A 4NE(“Provider”)

  • [Client Name], of [Client Address] (“Client”)

Collectively referred to as the “Parties”.

2. Scope of Services

The Provider will deliver services or products (“Services”) as defined in individual Statements of Work (SOW), each governed by this Agreement and any applicable Annex.

3. Effective Date and Term

This Agreement takes effect on the date both Parties sign and will continue for an initial term of three (3) years, automatically renewing on an annual basis unless either Party gives thirty (30) days’ prior written notice before the end of the then-current term.

4. Statements of Work & Changes

  • Each SOW will specify scope, deliverables, fees, timelines, and responsibilities.

  • Any variations must be confirmed in writing, detailing additional costs or revised schedules.

5. Fees & Payment

  • The Client will pay fees per SOW terms.

  • Payments are due within 30 days of invoice date.

  • Late payments incur interest at 3% per annum or the maximum allowed under the UK Late Payment of Commercial Debts (Interest) Act 1998.

6. Intellectual Property Rights

  • All pre-existing IP stays with the original owner.

  • IP created during performance vests in the Provider, except where assigned to the Client under an SOW.

  • Provider grants the Client a non-exclusive, non-transferable license to use deliverables solely for internal business purposes.

7. Confidentiality

  • “Confidential Information” includes commercial, financial, technical data, and any information marked or implicitly confidential.

  • Confidentiality obligations remain in force during the Agreement and for 10 years after termination.

  • Exceptions: information already public, independently developed, or required to be disclosed by law.

8. Data Protection

Both Parties will comply with GDPR and UK GDPR when processing personal data. Details on processing nature, duration, data subjects, and security measures must be included in SOWs or a separate Data Processing Agreement.

9. Compliance & Anti-Corruption

  • Parties will comply with all relevant legislation, including the UK Bribery Act 2010, AML regulations, and trade sanctions.

  • Neither Party shall engage in conduct that constitutes bribery, corruption, money laundering, or breaches of sanctions.

10. Warranties and Disclaimers

  • Each Party warrants it has the authority to enter the Agreement.

  • Provider warrants that services will be performed with reasonable skill and care.

  • All other warranties, including merchantability or fitness for purpose, are excluded to the fullest extent permitted by law.

11. Liability and Indemnity

  • Provider's liability for breach or negligence is capped at the total fees paid under relevant SOW(s), except for:

    • Personal injury or death caused by negligence

    • Fraud or fraudulent misrepresentation

    • Breach of data protection or IP infringement

  • Provider indemnifies Client against third-party claims arising from Provider’s IP or negligence.

  • Client indemnifies Provider for third-party claims linked to Client’s use of deliverables, breach of law, or instructions.

12. Termination

  • Either Party may terminate any SOW for material breach if uncured within thirty (30) days of written notice.

  • Either Party may terminate this Master Agreement by giving thirty (30) days’ written notice to the other Party.

  • On termination, Client pays for all work done up to termination date plus any recoverable expenses.

  • Both return or destroy each other’s Confidential Information and end all licenses, except Client license to use deliverables already paid for.

13. Force Majeure

Neither Party is liable for delays or failures caused by events beyond reasonable control. The affected Party must notify the other promptly.

14. Governing Law & Dispute Resolution

  • Governed by the laws of England and Wales.

  • Parties will endeavour to resolve disputes amicably and in good faith.

  • Unresolved disputes referred to the exclusive jurisdiction of the English courts.

15. Notices

Notices must be sent in writing to the addresses in the opening clause (or updated addresses notified by either Party) and are deemed received 14 days after posting or upon email receipt where no bounce is received.

16. Assignment

Neither Party may assign this Agreement without the other's prior written consent, except to an affiliate or as part of a sale of a business/assets.

17. Entire Agreement & Variation

  • This Agreement, SOWs, and any Annexes or DPA(s) form the complete understanding.

  • Supersedes all prior agreements or representations.

  • No variation is valid unless in writing and signed by both Parties.

18. Severability

If a provision is found invalid or unenforceable, it is severed, and the remaining provisions remain in full force.

19. Counterparts

This Agreement may be signed in counterparts, each of which constitutes an original and all of which constitute one agreement.


For an executable version of this Master Agreement, please email us at info@bourgeonventures.com.