Master Service Agreement
ACCELERATE COMMERCE LTD, a company registered in England and Wales with company number 12292469, whose registered office is at Marsland Chambers, 1A Marsland Road, Sale, Cheshire, M33 3HP, trading as Magnet Monster (the “Agency”)
(The Agency and the Client are referred to herein each as a “Party” and collectively as the “Parties”.).
MASTER SERVICES AGREEMENT & STANDARD TERMS AND CONDITIONS
BACKGROUND
The Client wishes to engage the Agency to provide marketing and related services, and the Agency agrees to provide such services on the terms and conditions set forth in this Agreement. This Agreement shall govern the relationship between the Parties and shall apply to all services provided by the Agency to the Client as detailed in any Statement of Work.
IT IS AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, the following terms shall have the meanings ascribed to them below:
- “Agency Pre-Existing IP” means all Intellectual Property Rights owned by or licensed to the Agency prior to the commencement of this Agreement or developed by the Agency independently of this Agreement.
- “Business Day” means any day from Monday to Friday, inclusive, other than a public holiday in England.
- “Client Pre-Existing IP” means all Intellectual Property Rights owned by or licensed to the Client that are provided to the Agency for the purposes of the Services.
- “Confidential Information” means any information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
- “Deliverables” means the specific work product, materials, and other outputs to be created by the Agency for the Client as described in an applicable Statement of Work.
- “Fees” means the charges payable by the Client for the supply of the Services, as set out in the applicable Statement of Work.
- “Intellectual Property Rights” or “IPR” means all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names, domain names, rights in trade dress or get-up, goodwill, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- “Services” means the services to be provided by the Agency as set out in a Statement of Work.
- “Statement of Work” or “SOW” means a document executed by both Parties that describes the specific Services and Deliverables to be provided by the Agency, along with the applicable timeline, Fees, and other project-specific commercial terms.
1.2. Clause and paragraph headings shall not affect the interpretation of this Agreement. A reference to a person includes a natural person, corporate or unincorporated body. Words in the singular shall include the plural and vice versa.
2. SCOPE OF AGREEMENT AND STATEMENTS OF WORK
2.1. This Agreement establishes a framework for the provision of Services. Each specific engagement shall be detailed in a separate Statement of Work, which, upon execution by both Parties, shall be incorporated by reference into this Agreement and form a separate, binding contract.
2.2. In the event of any conflict or inconsistency between the terms of this Agreement and a Statement of Work, the terms of this Agreement shall prevail in all respects, except where a SOW explicitly and specifically modifies the following commercial terms solely for the project described therein: (a) the description of Services and Deliverables; (b) the project timeline and milestones; and (c) the Fees and payment schedule. For the avoidance of doubt, the terms of this Agreement shall govern all matters of Intellectual Property, Confidentiality, Data Protection, Liability, Indemnification, Governing Law, and Dispute Resolution.
3. AGENCY’S OBLIGATIONS
3.1. The Agency shall perform the Services and deliver the Deliverables with reasonable care and skill, in accordance with the specifications set out in the applicable SOW in all material respects.
3.2. The Agency shall use reasonable endeavours to meet any performance dates specified in a SOW, but any such dates shall be estimates only, and time shall not be of the essence for the performance of the Services.
3.3. The Agency shall comply with all applicable laws and regulations in the performance of its obligations under this Agreement.
3.4. Use of Technology and Artificial Intelligence
(a) Enhancement of Services. The Client acknowledges that the Agency utilizes a variety of advanced software, tools, and technologies to enhance the efficiency, creativity, and quality of its Services. This includes, but is not limited to, the use of AI-powered tools and platforms ("AI Tools") for assistance in processes such as client onboarding, research, data analysis, copywriting, and the creation of graphic design elements.
(b) Human Oversight and Accountability. The Agency warrants that all Deliverables produced for the Client are subject to thorough human review, editing, and final approval by the Agency's professional staff. The use of AI Tools is for assistance and efficiency purposes, and the Agency remains fully responsible for the final quality, accuracy, and strategic integrity of the Services and Deliverables provided under this Agreement.
(c) Intellectual Property. Notwithstanding the use of AI Tools, and for the avoidance of doubt, upon the Client's payment in full of all Fees associated with the applicable Deliverables, the Agency assigns all right, title, and interest in and to the final, approved versions of the Deliverables to the Client, in accordance with Clause 7.3 of this Agreement.
(d) Confidentiality and Data Protection. The Agency shall ensure that its use of any AI Tools in the performance of the Services is conducted in a manner that complies with its obligations under Clause 8 (Confidentiality) and Clause 9 (Data Protection). The Agency shall not input any Client Confidential Information or personal data into public or unsecured AI Tools or any platform that does not provide sufficient guarantees of confidentiality and data security.
4. CLIENT’S OBLIGATIONS
4.1. The Client shall cooperate with the Agency in all matters relating to the Services and shall:
(a) appoint, in writing, a sole representative with full authority to provide any necessary information and approvals that may be required by the Agency (the “Client Representative”);
(b) ensure that the Client’s personnel assigned to the project are available as may be reasonably required by the Agency to efficiently complete the Services;
(c) attend and participate in scheduled calls and meetings as mutually agreed;
(d) review work in process on a regular basis and provide timely and consolidated feedback to the Agency;
(e) notify the Agency immediately should the Client require changes to the Services, at which time the Parties shall, acting reasonably, amend the SOW in writing to reflect the required changes.
4.2. The Client shall provide, in a timely manner, all materials, data, and information reasonably required by the Agency to perform the Services and shall ensure that all such information is accurate and complete in all material respects.
4.3. The Client shall obtain and maintain all necessary licences, permissions, and consents which may be required for the Services before the date on which the Services are to start.
4.4. The Client acknowledges that its timely participation and cooperation is necessary for the Agency to provide the Services as anticipated. If the Agency’s performance of its obligations is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants, or employees, the Agency shall:
(a) not be liable for any costs, charges, or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Fees despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges, or losses the Agency sustains or incurs that arise directly or indirectly from such prevention or delay.
4.5. If the Agency believes that the Client is not carrying out its required obligations, the Agency shall promptly notify the Client in writing of such deficiency. Such notice shall specify in reasonable detail the obligations that have not been met and what is required of the Client to remedy the deficiency.
4.6. The Client shall not, without the prior written consent of the Agency, at any time from the date of this Agreement to the expiry of 12 months after the last SOW is completed, solicit or entice away from the Agency or employ any person who is, or has been, engaged as an employee or subcontractor of the Agency in the provision of the Services.
5. CHANGE CONTROL AND REVISIONS
5.1. Scope and Additional Charges. Charges for services to be provided by the Agency will be set out in the applicable Statement of Work. The Client agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the Client makes changes to supplied copy or requires changes to be carried out after acceptance of a draft design, will be liable to a separate charge. The Agency holds no responsibility for any amendments made by any third party, before or after a design is published.
5.2. Revision Process. Any and all revision requests, updates, corrections, additions, or variations MUST be furnished to the Agency in writing. Revisions may be discussed verbally; however, no work will be carried out until the Client submits such requests in writing by email. The Client understands that any and all revision requests, updates, corrections, additions, or variations outside of the agreed number of revisions will incur an hourly billable or project charge as specified in the applicable SOW.
5.3. Revision Allowances. Unless otherwise agreed in a Statement of Work, the Agency will complete ONE (1) large revision stage and up to TWO (2) minor revision stages per Deliverable.
(a) A large revision stage includes, but is not limited to, moving photos and text around a page, amending branding or theme design, and larger structural design changes.
(b) A minor revision stage includes, but is not limited to, changing a short text phrase or small copy edits, swapping an image choice, or amending titles which do not impact the theme, branding, or layout.
The total project quote or rate provided by the Agency is based on the number of revisions specified. On the occasion the Client requests drafts or revisions that go beyond this scope, the Agency reserves the right to charge an additional hourly rate after informing the Client that the request will incur an additional cost.
5.4. Approval Timeline. Revision requests are to be made within FIVE (5) Business Days of receiving proofs. If no revisions are requested within this time, it is assumed that the submitted proof is the accepted final. Any revisions made after this point are subject to additional fees at the hourly rate. Should feedback not be received within five (5) Business Days, the Deliverable will be deployed as per the proposed schedule and accepted as approved by the Client.
6. FEES AND PAYMENT
6.1. In consideration for the provision of the Services, the Client shall pay the Agency the Fees as set out in the applicable Statement of Work.
6.2. All Fees are exclusive of Value Added Tax (VAT), which shall be added to the Agency’s invoices at the appropriate rate where applicable.
6.3. Without prejudice to any other right or remedy, if the Client fails to pay any undisputed invoice by the due date, the Agency may:
(a) charge interest on the overdue sum from the due date for payment at the annual rate of 1.5% above the base rate from time to time of the Bank of England, accruing on a daily basis until payment is made; and
(b) suspend all Services until payment has been made in full.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Agency Pre-Existing IP. The Agency and its licensors shall retain all right, title, and interest in and to all Agency Pre-Existing IP.
7.2. Client Pre-Existing IP. The Client and its licensors shall retain all right, title, and interest in and to all Client Pre-Existing IP. The Client grants the Agency a limited, non-exclusive, worldwide, royalty-free licence to use the Client Pre-Existing IP solely for the purpose of performing the Services under this Agreement.
7.3. Assignment of Deliverables. Upon the Client's payment in full of all Fees associated with the applicable Deliverables as set forth in the relevant SOW, the Agency hereby irrevocably assigns to the Client all of its right, title, and interest in and to the final, approved versions of the Deliverables created by the Agency specifically for the Client under said SOW.
7.4. Licence to Client. The Agency grants the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use any Agency Pre-Existing IP to the extent that it is incorporated into and necessary for the intended use of the Deliverables. This licence is solely for the purpose of the Client's use of the Deliverables in its business operations and does not permit the Client to extract, reverse-engineer, or otherwise use the Agency Pre-Existing IP on a standalone basis.
7.5. Licence to Agency and Publicity. The Client grants the Agency a non-exclusive, worldwide, royalty-free licence to use the final Deliverables, the Client's name, and trademarks for the purpose of promoting the Agency's services in its portfolio, website, case studies, and other sales and marketing literature. The Agency shall obtain the Client's prior written approval for any press release or case study that discloses Confidential Information not previously made public.
7.6. Feedback. The Client agrees that the Agency may use any feedback, suggestions, or ideas provided by the Client in any way, including in future modifications of the Services, other products or services, and advertising or marketing materials. The Client grants the Agency a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty-free license to use any such feedback.
8. CONFIDENTIALITY
8.1. Each Party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other Party, except as permitted by Clause 8.2.
8.2. Each Party may disclose the other Party's Confidential Information:
(a) to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement. Each Party shall ensure that such recipients comply with this Clause 8; and
(b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
8.3. Neither Party shall use the other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.
9. DATA PROTECTION
The Parties shall comply with their respective obligations under all applicable data protection legislation. The specific obligations of the Parties concerning the processing of personal data are set out in the Data Processing Addendum attached as Schedule 1 to this Agreement.
10. LIMITATION OF LIABILITY
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
10.1. Exclusion of Indirect and Consequential Losses. Subject to Clause 10.3, neither Party shall be liable to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated savings, loss of or corruption of data or information, or any special, indirect, or consequential loss arising under or in connection with this Agreement.
10.2. Financial Cap on Liability. Subject to Clause 10.3, each Party's total aggregate liability to the other Party arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the greater of: (a) £100,000 (one hundred thousand pounds sterling); or (b) the total Fees paid and payable by the Client to the Agency under the applicable SOW in the twelve (12) month period immediately preceding the event giving rise to the claim.
10.3. Unlimited Liabilities and Carve-Outs from the Financial Cap. Nothing in this Agreement shall limit or exclude a Party's liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any liability which cannot be limited or excluded by applicable law.
Furthermore, the financial cap on liability set out in Clause 10.2 shall not apply to:
(d) a Party's liability under the indemnification obligations in this Agreement;
(e) a Party's breach of its obligations under Clause 8 (Confidentiality);
(f) a Party's breach of its obligations under Clause 9 (Data Protection) and the Data Processing Addendum; or
(g) liability arising from a Party's gross negligence or wilful misconduct.
10.4. Disclaimers. Except as expressly set forth in this Agreement, the Services are provided “as is.” The Agency does not warrant that the Services will be completely error-free, secure, or uninterrupted. The Agency shall not be liable to the Client or any third party for any unavailability or inoperability of telecommunications systems, the internet, search engines, social media sites, technical malfunction, computer error, corruption or loss of information, or other injury, damage, or disruption of any kind beyond the reasonable control of the Agency. The Client assumes all risks related to the processing of transactions related to electronic commerce.
11. TERM AND TERMINATION
11.1. This Agreement shall commence on the date first written above and shall continue in force unless and until terminated by either Party in accordance with its terms.
11.2. The term and termination provisions specific to any project shall be set out in the applicable SOW.
11.3. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
(a) the other Party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so;
(b) the other Party becomes insolvent or is unable to pay its debts as they fall due.
11.4. On termination of this Agreement for any reason, all SOWs then in effect shall also terminate, and the Client shall immediately pay to the Agency all of the Agency’s outstanding unpaid invoices and interest.
12. DISPUTE RESOLUTION
12.1. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which Rules are deemed to be incorporated by reference into this clause.
12.2. The number of arbitrators shall be one.
12.3. The seat, or legal place, of arbitration shall be London, England.
12.4. The language to be used in the arbitral proceedings shall be English.
12.5. The governing law of the contract shall be the substantive law of England and Wales.
13. COMMUNICATION AND SERVICE LEVELS
13.1. Business Hours. For the purposes of this Agreement, "Business Hours" shall be defined as 9:00 a.m. to 5:00 p.m. GMT, Monday to Friday, excluding public holidays in England.
13.2. Communication. The Agency will manage the work using its designated project management software and communication channels (e.g., Slack, ClickUp, Figma), as specified in the applicable SOW. These systems will serve as the primary mode of communication, documentation, and reporting. Approvals provided by the Client's designated representative within these systems will be considered official written approval.
13.3. Response Times. The Agency will use commercially reasonable efforts to reply to inquiries within two (2) Business Days, except where the Client has been previously notified of a period of limited availability. The Agency provides resolution time estimates as a benchmark but does not guarantee delivery through a service level agreement unless explicitly stated in a SOW.
14. GENERAL
14.1. Third-Party Platforms. The Client acknowledges that the performance of the Services may be dependent on third-party platforms and services (e.g., email service providers, social media platforms, APIs). The Agency shall not be responsible for the uptime, performance, or stability of any such third-party service. Should a third-party service change its features, API, or terms in a way that affects the Services or alters the scope of work, the Agency will notify the Client, and the Parties agree that additional budget and/or an adjusted timeline may be required to accommodate such changes.
14.2. Force Majeure. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control.
14.3. Assignment. Neither Party may assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other Party.
14.4. Entire Agreement. This Agreement, together with any SOWs executed hereunder, constitutes the entire agreement between the Parties and supersedes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
14.5. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
14.6. Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
14.7. Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
14.8. Notices. Any notice given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the Party as set out in this Agreement.
14.9. Third Party Rights. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
14.10. Governing Law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
SCHEDULE 1: DATA PROCESSING ADDENDUM
This Data Processing Addendum (“DPA”) forms part of the Master Services Agreement.
1. Roles of the Parties. For the purposes of applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the EU General Data Protection Regulation (EU GDPR), the Client is the Data Controller and the Agency is the Data Processor.
2. Agency’s Obligations (UK/EU GDPR). The Agency shall, in relation to any Personal Data processed in connection with the Services:
(a) process that Personal Data only on the documented written instructions of the Client;
(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data;
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(d) assist the Client, at the Client's cost, in responding to any request from a Data Subject;
(e) notify the Client without undue delay on becoming aware of a Personal Data breach;
(f) at the written direction of the Client, delete or return Personal Data to the Client on termination of the Agreement unless required by applicable law to store the Personal Data.
3. CCPA/CPRA Compliance for US Clients.
(a) This section applies to the processing of Personal Information as defined by the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA).
(b) The Agency is a “Service Provider” for the purposes of the CCPA/CPRA. The Agency is prohibited from:
(i) Selling or sharing the Personal Information.
(ii) Retaining, using, or disclosing the Personal Information for any purpose other than for the specific business purposes specified in the applicable SOW.
(iii) Retaining, using, or disclosing the Personal Information outside of the direct business relationship between the Parties.
(iv) Combining the Personal Information it receives from the Client with personal information it receives from other sources, except as permitted under the CCPA/CPRA for the purpose of improving the quality of its services.
(c) The Agency certifies that it understands and will comply with the restrictions outlined in this section.
4. Texas Data Privacy and Security Act (TDPSA) Compliance.
(a) This section applies to the processing of Personal Data of residents of Texas as defined by the Texas Data Privacy and Security Act ("TDPSA").
(b) For the purposes of the TDPSA, the Client is the "Controller" and the Agency is the "Processor." The nature, purpose, and duration of processing, as well as the types of data processed, are as set forth in the applicable Statement of Work.
(c) As Processor, the Agency shall:
(i) Adhere to the documented instructions of the Client and assist the Client in meeting its obligations under the TDPSA, including responding to consumer rights requests and ensuring the security of personal data.
(ii) Ensure that each person processing the personal data is subject to a duty of confidentiality.
(iii) At the Client's direction, delete or return all personal data to the Client after the provision of services is completed, unless retention of the personal data is required by law.
(iv) Upon reasonable request from the Client, make available all information in its possession necessary to demonstrate compliance with the TDPSA and allow for and cooperate with reasonable assessments by the Client or the Client's designated assessor.
(v) Engage any subcontractor only pursuant to a written contract that requires the subcontractor to meet the same data protection obligations as the Agency with respect to the personal data.
THESE CONDITIONS WERE LAST UPDATED ON 31.10.25
