CabCode — Professional Services Agreement

Effective Date: _______________

Parties

This Professional Services Agreement ("Agreement") is entered into as of the Effective Date by and between:

CabCode (operated by Ambisaw Ltd) Ambisaw Ltd, c/o Elco, 24 Church Street, Rickmansworth, WD3 1DD info@ambisaw.com 020 3371 7935 ("CabCode" or "Provider")

and

_______________ ("Customer") AddressEmailPhone

Each referred to individually as a "Party" and collectively as the "Parties."

A. CabCode is a cloud-based platform specialising in the automated generation and delivery of design files for the furniture manufacturing industry, together with related integration and professional services and any related features and functionality as may be offered from time to time.

B. The Customer wishes to engage CabCode to perform professional services, including but not limited to integration of the CabCode platform with the Customer's third-party systems (e.g., Xero, Salesforce, ERP systems, and other business applications), configuration, customisation, data migration, training, and ongoing support.

C. The Parties wish to establish the general terms and conditions under which CabCode will provide such professional services. The specific scope, deliverables, timelines, and fees for each engagement shall be set out in one or more Statements of Work executed under this Agreement.

1. Definitions

"Agreement" means this Professional Services Agreement, including all Statements of Work and any exhibits, schedules, or amendments executed by both Parties.
"Confidential Information" means any non-public information disclosed by either Party that is designated as confidential or that reasonably should be understood to be confidential, including but not limited to business plans, technical data, financial information, customer data, trade secrets, and system credentials.
"Customer Systems" means the Customer's third-party software, platforms, databases, and IT infrastructure, including but not limited to accounting systems (e.g., Xero), CRM platforms (e.g., Salesforce), ERP systems, and any other applications to be integrated with the CabCode platform.
"Deliverables" means the specific outputs, work product, integrations, configurations, documentation, and other materials to be provided by CabCode as described in a Statement of Work.
"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, designs, database rights, and all other intellectual property rights of any kind.
"Professional Services" means the integration, configuration, customisation, data migration, training, consulting, support, and any other services provided by CabCode under this Agreement and the applicable Statement of Work.
"Statement of Work" or "SoW" means a document executed by both Parties that describes the specific Professional Services to be performed, including scope, Deliverables, timeline, acceptance criteria, and fees.

2. Scope and Statements of Work

2.1. CabCode shall provide the Professional Services described in each Statement of Work executed under this Agreement. Each SoW shall be deemed incorporated into and governed by the terms of this Agreement.

2.2. In the event of a conflict between the terms of this Agreement and a Statement of Work, the terms of this Agreement shall prevail unless the SoW expressly states that a specific provision is intended to override this Agreement.

2.3. No Professional Services shall commence until the applicable Statement of Work has been signed by both Parties.

3. CabCode's Obligations

3.1. CabCode shall perform the Professional Services in a professional and workmanlike manner, using personnel with appropriate skills and experience.

3.2. CabCode shall use reasonable efforts to meet the timelines set out in the applicable SoW, provided that the Customer fulfils its obligations under Section 4.

3.3. CabCode shall keep the Customer reasonably informed of the progress of the Professional Services and shall promptly notify the Customer of any material issues or delays.

4. Customer's Obligations

4.1. The Customer shall provide CabCode with timely access to the Customer Systems, data, credentials, documentation, and any other resources reasonably necessary for CabCode to perform the Professional Services.

4.2. The Customer shall designate a primary point of contact who has the authority to make decisions and provide approvals on the Customer's behalf in relation to the Professional Services.

4.3. The Customer shall respond to CabCode's reasonable requests for information, feedback, and approvals within the timeframes specified in the applicable SoW, or within five (5) business days if no timeframe is specified.

4.4. The Customer acknowledges that delays in fulfilling its obligations under this Section may result in corresponding delays to the Professional Services. CabCode shall not be liable for any delay or failure to perform caused by the Customer's failure to meet its obligations.

4.5. The Customer is responsible for ensuring that it has all necessary licences, permissions, and rights to grant CabCode access to the Customer Systems and that such access complies with the applicable third-party terms of service.

5. Change Control

5.1. Either Party may request changes to the scope, Deliverables, timeline, or fees of a Statement of Work by submitting a written change request to the other Party.

5.2. No change shall be effective until both Parties have agreed in writing to an amended SoW or a written change order specifying the revised scope, timeline, and any additional fees.

5.3. CabCode shall not be obliged to perform any work outside the scope of an executed SoW without an agreed change order.

6. Fees and Payment

6.1. The Customer shall pay CabCode the fees set out in the applicable Statement of Work. Fees may be structured as fixed-price, time-and-materials, milestone-based, or any other basis as agreed in the SoW.

6.2. For time-and-materials engagements, CabCode shall provide itemised invoices showing the hours worked and the applicable rates. CabCode's standard rates shall be set out in the SoW or in a separate rate card provided to the Customer.

6.3. Invoices shall be issued in accordance with the schedule set out in the applicable SoW, or monthly in arrears if no schedule is specified. Payment is due within thirty (30) days of the date of invoice.

6.4. All fees are exclusive of VAT, which shall be charged at the prevailing rate where applicable.

6.5. If the Customer fails to make any payment when due, CabCode may:

Charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate, compounding daily;
Suspend the Professional Services until payment is received;
Withhold delivery of any Deliverables until payment is received.

6.6. Unless otherwise stated in the applicable SoW, expenses incurred by CabCode in performing the Professional Services (e.g., travel, software licences, third-party services) shall be reimbursable only if pre-approved in writing by the Customer.

7. Acceptance

7.1. Where a Statement of Work specifies acceptance criteria for any Deliverable, CabCode shall notify the Customer when the Deliverable is ready for acceptance testing.

7.2. The Customer shall review the Deliverable and notify CabCode in writing within ten (10) business days (or such other period as specified in the SoW) whether the Deliverable meets the acceptance criteria ("Acceptance Period").

7.3. If the Customer identifies deficiencies, the Customer shall provide CabCode with a written description of the specific ways in which the Deliverable fails to meet the acceptance criteria. CabCode shall use reasonable efforts to correct such deficiencies and resubmit the Deliverable for acceptance.

7.4. If the Customer does not provide written notice of rejection within the Acceptance Period, the Deliverable shall be deemed accepted.

7.5. Where no acceptance criteria are specified in the SoW, Deliverables shall be deemed accepted upon delivery.

8. Intellectual Property

8.1. Ownership by Ambisaw Ltd. All Intellectual Property in the CabCode platform, including all white-labelled variants, and all Deliverables created by CabCode in the course of performing the Professional Services, are and shall remain the exclusive property of Ambisaw Ltd. This includes all integration code, connectors, APIs, configurations, scripts, custom modules, and related materials.

8.2. Commissioned Work. For the avoidance of doubt, all modifications, enhancements, customisations, integrations, and derivative works to the CabCode platform or any related systems — including those commissioned, requested, specified, or funded by the Customer — vest exclusively in Ambisaw Ltd upon creation. The Customer shall not acquire any Intellectual Property rights in any Deliverable by virtue of having commissioned or paid for the Professional Services.

8.3. Licence to Customer. Subject to the Customer's compliance with this Agreement and payment of all applicable fees, CabCode grants the Customer a non-exclusive, non-transferable, revocable licence to use the Deliverables solely in connection with the Customer's authorised use of the CabCode platform, for the duration of the Customer's subscription or access to the platform. The Customer shall not sell, resell, redistribute, sub-license, lease, rent, or otherwise commercially exploit any Deliverables, Design Files, outputs, or other materials generated by or through the CabCode platform or the Professional Services, whether in original or modified form, without the express prior written permission of Ambisaw Ltd. This restriction survives the termination or expiration of this Agreement.

8.4. Customer Systems. Nothing in this Agreement transfers any Intellectual Property in the Customer Systems to CabCode. CabCode's access to the Customer Systems is limited to the purpose of performing the Professional Services.

8.5. Pre-Existing IP. Each Party retains all rights in its pre-existing Intellectual Property. Where CabCode incorporates its pre-existing Intellectual Property into a Deliverable, such pre-existing IP remains the property of Ambisaw Ltd, and the licence granted in Section 8.3 extends to its use as part of the Deliverable.

8.6. Improvements to Customer Systems. Where the Professional Services result in improvements, configurations, or optimisations to the Customer Systems themselves (as distinct from the CabCode platform), such improvements shall be owned by the Customer. However, any CabCode code, connectors, or modules deployed within or interfacing with the Customer Systems remain the property of Ambisaw Ltd and are subject to the licence in Section 8.3.

8.7. Single-Use Manufacturing Files. Where the Professional Services or the CabCode platform generate manufacturing files — including but not limited to CNC files, cutting lists, toolpath files, G-code, assembly instructions, and any other machine-readable or production-ready outputs (collectively, "Manufacturing Files") — such files are licensed for one-off use only, for the specific manufacturing run or project for which they were generated. The Customer shall not use any Manufacturing File for any subsequent, repeated, or additional manufacturing run or project without obtaining a new licence or the express prior written permission of Ambisaw Ltd.

8.8. Non-Retention of Manufacturing Files. Upon completion of the intended manufacturing run or project, the Customer shall promptly delete, destroy, or otherwise dispose of all copies of the Manufacturing Files, including copies held on CNC machines, local storage, cloud storage, backup systems, and any other media. Ambisaw Ltd may request written confirmation of deletion, which the Customer shall provide within ten (10) business days. Any failure to comply with this Section shall constitute a material breach of this Agreement.

8.9. Trademark. "CabCode" is a registered trademark in the United Kingdom, owned by Ambisaw Ltd. The Customer shall not use the CabCode trademark, or any of Ambisaw Ltd's other trademarks, logos, or brand features, without the prior written consent of Ambisaw Ltd. Any authorised use must comply with Ambisaw Ltd's brand guidelines as notified from time to time.

9. Confidentiality

9.1. Each Party shall hold the other Party's Confidential Information in strict confidence and shall not disclose it to any third party without the disclosing Party's prior written consent.

9.2. Each Party shall use the other Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.

9.3. The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is rightfully received from a third party without restriction.

9.4. The Customer acknowledges that in performing the Professional Services, CabCode may require access to sensitive data within the Customer Systems, including financial data, customer records, and system credentials. The Customer shall ensure that access is granted on a least-privilege basis and that CabCode is informed of any data handling requirements or restrictions.

9.5. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of three (3) years, or for such longer period as may be required to protect trade secrets under applicable law.

10. Non-Competition and Restrictive Use

10.1. The Customer acknowledges that, in the course of receiving the Professional Services, the Customer and its personnel may gain access to and knowledge of the CabCode platform, its architecture, integration methodologies, processes, and proprietary know-how.

10.2. During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, the Customer shall not, and shall procure that its officers, directors, employees, agents, and contractors do not, directly or indirectly:

(a) Use any proprietary knowledge, trade secrets, confidential methodologies, or platform-specific know-how of Ambisaw Ltd gained through the Professional Services or access to the CabCode platform to design, develop, build, commission, market, sell, or operate any product, service, or platform that competes with or is substantially similar to the CabCode platform or any part thereof;

(b) Provide, disclose, or make available any such knowledge or know-how to any third party for the purpose of enabling or assisting the development of a competing product, service, or platform;

(c) Reverse engineer, decompile, or otherwise attempt to derive the source code, algorithms, or architecture of any Deliverable, integration, or component of the CabCode platform;

(d) Use any part of the CabCode platform, Deliverables, Confidential Information, data, documentation, or any other materials or outputs provided by or through the Services as training data, input, or reference material for any artificial intelligence, machine learning, large language model, neural network, or similar automated system, without the express prior written permission of Ambisaw Ltd. The restriction in this sub-clause (d) applies without time limit and is not subject to the twelve (12) month period in Section 10.2 above. It survives the termination or expiration of this Agreement indefinitely.

10.3. For the avoidance of doubt, this restriction applies to knowledge and know-how derived from the Professional Services and the CabCode platform. It does not restrict the Customer from using its own independently developed knowledge and systems, or from engaging with competing providers in the ordinary course of business, provided that the Customer does not use or disclose CabCode's proprietary knowledge or Confidential Information in doing so.

10.4. The Customer acknowledges that these restrictions are reasonable and necessary to protect Ambisaw Ltd's legitimate business interests and intellectual property. If any court of competent jurisdiction determines that the scope, duration, or geographic reach of any restriction in this Section is unreasonable, the Parties agree that the court may reduce it to the minimum extent necessary to make it enforceable.

11. Data Protection

11.1. To the extent that the Professional Services involve the processing of personal data, the Parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

11.2. Where CabCode processes personal data on behalf of the Customer, the Parties shall enter into a separate data processing agreement setting out the scope, nature, and purpose of the processing, the types of personal data, and the obligations of each Party.

12. Warranties and Disclaimers

12.1. CabCode warrants that the Professional Services will be performed with reasonable skill and care, in accordance with generally accepted industry standards.

12.2. Except as set out in Section 12.1, all Professional Services and Deliverables are provided on an "as is" basis, without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and satisfactory quality.

12.3. CabCode does not warrant that any integration or Deliverable will be error-free, uninterrupted, or fully compatible with the Customer Systems or any third-party system, either at the time of delivery or following subsequent updates or changes to those systems.

12.4. The Customer acknowledges that the Professional Services may improve the efficiency of the Customer's use of the CabCode platform and may improve the Customer's systems, but CabCode makes no guarantee of any specific business outcome, performance improvement, or return on investment.

13. Limitation of Liability

13.1. To the maximum extent permitted by law, CabCode shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, contracts, anticipated savings, business opportunity, data, or goodwill, whether incurred directly or indirectly, howsoever arising and whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

13.2. Without limiting the foregoing, CabCode shall have no liability whatsoever for any consequential loss or damage arising from or in connection with: (a) the use of, reliance upon, or inability to use any Deliverable or integration; (b) any failure, interruption, incompatibility, or change to any Customer System or third-party system; or (c) any loss of data arising from the integration of the CabCode platform with the Customer Systems.

13.3. CabCode's total aggregate liability arising out of or relating to this Agreement and all Statements of Work shall not exceed the total fees actually paid by the Customer to CabCode under the applicable Statement of Work giving rise to the claim.

13.4. Nothing in this Agreement shall exclude or limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under the laws of England and Wales.

14. Indemnification

The Customer shall indemnify, defend, and hold harmless CabCode and Ambisaw Ltd from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Customer's breach of this Agreement; (b) the Customer's use of the Deliverables in a manner not authorised by this Agreement; (c) the Customer's failure to maintain appropriate licences or permissions for the Customer Systems; or (d) any claim by a third party relating to CabCode's access to the Customer Systems as authorised by the Customer.

15. Term and Termination

15.1. This Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party in accordance with this Section.

15.2. Either Party may terminate this Agreement for convenience upon thirty (30) days' written notice to the other Party. Termination of this Agreement shall automatically terminate all open Statements of Work, unless otherwise agreed in writing.

15.3. Either Party may terminate this Agreement (or any individual SoW) immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach.

15.4. Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, enters administration or liquidation, or makes an arrangement with its creditors.

15.5. Upon termination:

The Customer shall pay CabCode for all Professional Services satisfactorily performed and expenses properly incurred through the date of termination;
CabCode shall deliver to the Customer all completed and partially completed Deliverables for which payment has been made;
Each Party shall return or destroy the other Party's Confidential Information in accordance with Section 9;
The Customer's licence to use the Deliverables under Section 8.3 shall continue, subject to payment of all outstanding fees, unless the licence is separately terminated.

15.6. Sections 8, 9, 10, 11, 12, 13, 14, and 17 shall survive termination or expiration of this Agreement.

16. Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, government action, power failure, internet disruption, or failure of third-party systems. The affected Party shall notify the other Party promptly and use reasonable efforts to mitigate the impact.

17. Governing Law and Dispute Resolution

17.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

17.2. Any dispute arising out of or relating to this Agreement shall first be resolved through good-faith negotiation between senior representatives of each Party. If the dispute cannot be resolved within thirty (30) days, it shall be submitted to the exclusive jurisdiction of the courts of England and Wales.

18. General Provisions

18.1. Entire Agreement. This Agreement, together with all Statements of Work and any exhibits, schedules, or amendments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements.

18.2. Amendment. This Agreement may not be amended except by a written instrument signed by both Parties.

18.3. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.4. Waiver. The failure of either Party to enforce any provision shall not constitute a waiver of that provision.

18.5. Assignment. The Customer may not assign this Agreement without CabCode's prior written consent. CabCode may assign this Agreement to any entity within the Ambisaw Ltd group without the Customer's consent.

18.6. Notices. All notices shall be in writing and delivered to the addresses specified above or as updated in writing by either Party.

18.7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

18.8. Third-Party Rights. Nothing in this Agreement is intended to confer any benefit on any person who is not a Party, and the Contracts (Rights of Third Parties) Act 1999 shall not apply.

Signatures

CabCode (Ambisaw Ltd)

Signature: ___________________________ Name: ___________________________ Title: ___________________________ Date: ___________________________

Customer

Signature: ___________________________ Name: ___________________________ Title: ___________________________ Date: ___________________________

This document is a template and does not constitute legal advice. Consult a qualified attorney to tailor this agreement to your specific business needs and ensure compliance with applicable law.