Master Services Agreement (MSA)

This Master Services Agreement ("Agreement") is made between Pitron Tech Ltd, [Company registration number], [registered address] ("Consultant") and [Client legal name], [Client registration number], [Client registered address] ("Client").

This Agreement governs all services delivered by the Consultant to the Client. Individual engagements are defined in separate Statements of Work ("SOW"). Where an SOW conflicts with this Agreement, this Agreement prevails unless the SOW states otherwise and is signed by both parties.

The Consultant will provide business systems, CRM, automation, integration, data and managed services as described in each SOW.

The Consultant will supply suitably skilled personnel and may use subcontractors, remaining responsible for their work.

Anything not expressly listed in an SOW is out of scope and requires a written change request.

Provide timely access to systems, environments, data, documentation and decision-makers.

Nominate a single accountable business owner and a technical contact.

Respond to decisions, approvals and test feedback within the timeframes stated in the SOW.

Ensure the Consultant's access rights comply with the Client's own security and licensing obligations.

Fees, rates and payment milestones are stated in each SOW. Fixed-fee work is invoiced against milestones; time-and-materials work is invoiced monthly in arrears.

Invoices are payable within [30] days of the invoice date. Late payment may attract interest at [statutory rate] and the Consultant may suspend work after [14] days' written notice.

Fees exclude VAT, third-party licences, subscriptions and pre-approved travel.

Any change to scope, timeline, assumptions or fees must be recorded in a written change request signed by both parties before the affected work proceeds.

Client data and Client-specific configuration deliverables transfer to the Client on full payment.

The Consultant retains ownership of its pre-existing methods, templates, accelerators, frameworks and reusable code, and grants the Client a perpetual, non-exclusive licence to use them within the delivered solution.

Each party will keep the other's confidential information secret and use it only to perform this Agreement.

Where the Consultant processes personal data on the Client's behalf, the Consultant acts as processor under the Client's instructions, and the Data Processing Addendum in Schedule A applies, including sub-processor disclosure, security measures, breach notification and deletion on termination.

Production data will not be copied into non-production environments unless masked or expressly authorised in writing.

The Consultant warrants that services will be performed with reasonable skill and care.

Configuration or code defects reported within [30] days of go-live and caused by the Consultant will be corrected at no charge. Changes in requirement are not defects.

Neither party excludes liability where the law does not permit it.

Subject to that, each party's total liability is capped at [the fees paid under the relevant SOW in the preceding 12 months], and neither party is liable for indirect or consequential loss, loss of profit, or loss of data where backups were available.

This Agreement runs until terminated on [60] days' written notice, provided no SOW is active.

Either party may terminate immediately for material unremedied breach or insolvency.

On termination the Client pays for work performed, and the Consultant returns or deletes Client data and provides reasonable handover documentation.

Non-solicitation of personnel for [12] months; no partnership or employment relationship is created; notices in writing; governing law and exclusive jurisdiction of [England and Wales].

Signed for and on behalf of each party by an authorised signatory, with name, position and date.