Master Service Agreement

Accelerate Commerce Ltd trading as Magnet Monster. Last updated: [publish date].

This Master Services Agreement (the "Agreement") sets out the terms on which 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"), provides services to its clients. It applies to, and is incorporated by reference into, each Statement of Work executed between the Agency and a client (the "Client"). The Agency and the Client are each a "Party" and together the "Parties".

1. Definitions and interpretation

1.1 In this Agreement:

• "Agency Pre-Existing IP" means all Intellectual Property Rights owned by or licensed to the Agency before the commencement of this Agreement or developed independently of it (including methodologies, frameworks, tools, templates, technical know-how, and AI prompts/LLM workflows).
• "Business Day" means any day from Monday to Friday 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 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, including the financial terms of an engagement.
• "Deliverables" means the work product, materials, and outputs created by the Agency for the Client as described in a Statement of Work.
• "Engineering" or "Technical Build" means: template assembly; logic and trigger configuration; variable injection; deployment logistics; and standard integration support. It excludes: platform development (e.g. Shopify theme/code); custom API development; creation of raw creative assets (design files, UI/UX, copy) save where expressly included in a Statement of Work; and deliverability repair of pre-existing sender-reputation issues.
• "Fees" means the charges payable by the Client for the Services, as set out in the applicable Statement of Work.
• "Intellectual Property Rights" or "IPR" means all patents, copyright and related rights, trademarks, trade names, domain names, rights in designs, database rights, moral rights, rights in confidential information (including know-how), and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
• "Services" means the services provided by the Agency as set out in a Statement of Work.
• "Statement of Work" or "SOW" means a document executed by both Parties describing the specific Services, Deliverables, timeline, and Fees for a project.

1.2 Headings do not affect interpretation. A reference to a person includes a natural person and a corporate or unincorporated body. The singular includes the plural and vice versa.

2. Scope and Statements of Work

2.1 This Agreement establishes a framework. Each engagement is detailed in a separate Statement of Work which, upon execution by both Parties, is incorporated by reference into this Agreement and forms a separate binding contract.

2.2 Order of precedence. In the event of any conflict between this Agreement and a Statement of Work, this Agreement prevails in all respects, except where a Statement of Work explicitly and specifically modifies, 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, this Agreement governs 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 applicable Statement of Work in all material respects.

3.2 The Agency shall use reasonable endeavours to meet performance dates, but such dates are estimates only and time shall not be of the essence.

3.3 The Agency shall comply with all applicable laws and regulations in performing its obligations.

4. Client's obligations and dependencies

4.1 The Client shall cooperate with the Agency and appoint a designated representative with authority to provide instructions and approvals.

4.2 The Client shall provide, in a timely manner, all materials, data, assets, copy, designs, approvals, and information reasonably required by the Agency (together "Client Dependencies"), and ensure they are accurate and complete in all material respects.

4.3 Client Delay. Where a Statement of Work requires the Client to provide Client Dependencies, the Client shall do so within 5 Business Days of the Agency's request unless the Statement of Work states otherwise. If the Client fails to do so, or otherwise delays or prevents the Agency's performance by any act or omission (a "Client Delay"): (a) the Agency's affected timelines are extended on a day-for-day basis; (b) the Agency is not in breach and is not liable for any resulting costs or losses; and (c) the Client's payment obligations are unaffected.

4.4 The Client shall obtain and maintain all licences, permissions, and consents required for the Services before they start.

4.5 During this Agreement and for 12 months after the last Statement of Work is completed, the Client shall not, without the Agency's prior written consent, solicit or employ any person engaged by the Agency in providing the Services.

5. Fees and payment

5.1 In consideration for the Services, the Client shall pay the Fees set out in the applicable Statement of Work.

5.2 All Fees are exclusive of VAT (or applicable sales/use tax), which is added at the appropriate rate.

5.3 Late payment. Without prejudice to any other remedy, if the Client fails to pay an undisputed invoice by the due date, the Agency may: (a) charge interest on the overdue sum from the due date at 8% per annum above the base rate from time to time of the Bank of England, or the maximum rate permitted by applicable law, whichever is lower, accruing daily until payment; and/or (b) suspend all Services until payment is made in full. Non-payment of an undisputed invoice is a material breach.

6. Intellectual property rights

6.1 Agency Pre-Existing IP. The Agency retains all right, title, and interest in its Agency Pre-Existing IP. Nothing transfers ownership of it to the Client.

6.2 Client Pre-Existing IP. The Client retains all right, title, and interest in its Client Pre-Existing IP and grants the Agency a limited, non-exclusive, worldwide, royalty-free licence to use it solely to perform the Services.

6.3 Assignment of Deliverables. Upon the Client's payment in full of all sums then due to the Agency under this Agreement and all Statements of Work, the Agency irrevocably assigns to the Client all right, title, and interest in the final, approved Deliverables created specifically for the Client.

6.4 Licence of embedded Agency IP. To the extent Agency Pre-Existing IP is incorporated into and necessary for the intended use of a Deliverable, the Agency grants the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use it solely as part of that Deliverable in the Client's business, with no right to extract, reverse-engineer, or use it standalone.

6.5 Portfolio licence. The Client grants the Agency a limited, non-exclusive, royalty-free licence to reference the Deliverables and project in the Agency's portfolio and marketing, subject to the Client's prior written approval for each use and the Agency's confidentiality obligations.

6.6 Moral rights. The Agency waives its moral rights in the Deliverables to the fullest extent permitted by applicable law.

7. Confidentiality

7.1 Each Party shall keep the other's Confidential Information confidential and not use it except to perform its obligations under this Agreement.

7.2 A Party may disclose the other's Confidential Information (a) to personnel and advisers who need to know it for this Agreement (ensuring they comply with this clause); and (b) as required by law or a competent authority. Confidentiality does not apply to information that is or becomes public through no breach, was already known without restriction, or is independently developed.

7.3 Confidentiality obligations survive termination for 3 years.

8. Data protection

The Parties shall comply with all applicable data protection legislation. The specific obligations concerning the processing of personal data are set out in the Data Processing Addendum at Schedule 1.

9. Limitation of liability

Your attention is particularly drawn to this clause.

9.1 Exclusion of indirect loss. Subject to 9.3, neither Party shall be liable for loss of profit, goodwill, business, business opportunity, anticipated savings, or data, or any special, indirect, or consequential loss, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

9.2 Financial cap. Subject to 9.3, each Party's total aggregate liability under this Agreement shall be limited to the greater of: (a) £100,000; or (b) the total Fees paid and payable by the Client under the applicable Statement of Work in the 12 months immediately preceding the event giving rise to the claim.

9.3 Carve-outs. Nothing limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be limited by applicable law. The cap in 9.2 does not apply to: (d) the indemnities; (e) breach of clause 7 (Confidentiality); (f) breach of clause 8 / the Data Processing Addendum; or (g) gross negligence or wilful misconduct.

10. Term and termination

10.1 This Agreement commences when first incorporated into a Statement of Work and continues until terminated. Project term and termination are set out in each Statement of Work.

10.2 Either Party may terminate immediately on written notice if the other: (a) commits a material breach not remedied within 30 days of written notice; or (b) becomes insolvent or unable to pay its debts as they fall due. Non-payment of an undisputed invoice is a material breach.

10.3 On termination, all Statements of Work then in effect also terminate, and the Client shall immediately pay all of the Agency's outstanding unpaid invoices, accrued interest, and approved overage charges.

11. Dispute resolution

11.1 The Parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination (a "Dispute"), through discussions between senior representatives within 15 Business Days of written notice of the Dispute.

11.2 Arbitration. Any Dispute not so resolved shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which Rules are incorporated by reference. The tribunal shall be one arbitrator; the seat shall be London, England; the language shall be English.

11.3 Small claims. Notwithstanding clause 11.2, any Dispute in which the amount claimed is less than £25,000 may instead be brought in the courts of England and Wales, which shall have non-exclusive jurisdiction for that purpose.

11.4 Interim relief. Nothing in this clause prevents either Party from applying to any court of competent jurisdiction for urgent interim, injunctive, or other equitable relief; such application is not incompatible with, nor a waiver of, the agreement to arbitrate.

12. Artificial intelligence

12.1 The Agency uses AI tools and large language models in service delivery across research, strategy assistance, analysis and reporting, design support, and deliverable drafting. All AI-assisted outputs forming part of a Deliverable are reviewed, edited, and approved by a qualified human before submission.

12.2 Where the Agency processes Client data through AI tools operated via an API, it applies a zero-data-retention configuration; Client data is not used to train or improve any AI model. The Agency will notify the Client of any material change to its AI use that could reasonably affect the Client's assessment of the Deliverables. Nothing restricts the Client's own use of AI tools.

13. General

13.1 Force majeure. Neither Party is in breach or liable for delay or failure caused by events beyond its reasonable control.

13.2 Assignment. Neither Party may assign, transfer, or subcontract its rights or obligations without the other's prior written consent (such consent not to be unreasonably withheld for subcontracting by the Agency in the ordinary course).

13.3 Variation. No variation is effective unless in writing and signed by both Parties. For the avoidance of doubt, each Statement of Work executed by both Parties is a binding variation of this Agreement to the extent of the commercial terms it modifies under clause 2.2, without need for a separate deed.

13.4 Entire agreement. This Agreement and the Statements of Work constitute the entire agreement and supersede all prior agreements and representations relating to their subject matter.

13.5 Waiver, severance, notices, third-party rights. A waiver is effective only in writing. If any provision is unenforceable it is modified to the minimum extent necessary or deemed deleted. Notices shall be in writing to the Parties' notified addresses. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.

13.6 Governing law and jurisdiction. This Agreement and any dispute or claim (including non-contractual) arising out of or in connection with it is governed by the law of England and Wales, and dispute resolution is as set out in clause 11.

SCHEDULE 1 - Data Processing Addendum

This Data Processing Addendum forms part of this Agreement and applies to all personal data the Agency processes on behalf of the Client.

1. Roles. The Client is the Controller; the Agency is the Processor, under the UK GDPR and the Data Protection Act 2018 (and the EU GDPR where applicable). For clients subject to US state privacy laws, a US Data Processing Addendum is substituted by the applicable Statement of Work.
2. Scope and purpose. The Agency processes personal data only to provide the Services and on the Client's documented instructions, unless required otherwise by law.
3. Agency obligations. The Agency shall: implement appropriate technical and organisational security measures; ensure personnel are bound by confidentiality; not engage a sub-processor without the Client's authorisation and equivalent data-protection terms; assist the Client with data-subject requests, security, breach notification, and data-protection impact assessments; notify the Client without undue delay of a personal-data breach; and, at the Client's direction, delete or return all personal data on termination, save where retention is required by law.
4. International transfer. Where personal data is transferred outside the UK/EEA, the Parties shall put in place an appropriate transfer mechanism (UK IDTA, EU Standard Contractual Clauses, or equivalent).
5. Precedence. In the event of conflict between this Addendum and the main body of the Agreement or a Statement of Work, this Addendum prevails in respect of the processing of personal data.

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THESE CONDITIONS WERE LAST UPDATED ON 16-06-2026