This Master Service Agreement ("Agreement") is entered into by and between:
Veronix Limited, a company incorporated in England and Wales with its registered office at 20 Leaman Road, Haslington, Cheshire, CW1 5AD ("Supplier");
and [Your Company Name], [Address]
The Client identified in the relevant Statement of Work ("Client").
Together referred to as the "Parties".
This Agreement governs the provision of services ("Services") by the Supplier to the Client as detailed in separate Statements of Work ("SOW") which will incorporate the terms of this Agreement by reference.
2.1 This Agreement shall commence on the Effective Date and continue unless terminated in accordance with this section.
2.2 Either Party may terminate this Agreement or any SOW upon 30 days' written notice.
2.3 Either Party may terminate this Agreement or any SOW immediately upon written notice if the other Party: (a) Commits a material breach of this Agreement or SOW and fails to remedy such breach within 14 days of written notice; (b) Becomes insolvent or enters into administration or liquidation.
2.4 No refunds shall be provided unless termination is due to a material breach by the Supplier.
3.1 Fees for the Services will be detailed in each SOW.
3.2 Payment terms are net 15 days from the date of invoice, unless otherwise agreed in writing. However, where Services are scheduled to be delivered within the 15-day invoice due period, full payment shall be required at the time of order.
3.3 The Supplier reserves the right to withhold performance of any Services or delivery of any goods if payment has not been received in advance of the service delivery date. In such cases, the Client shall remain fully liable for the invoice amount regardless of whether the Services or goods are ultimately delivered.
3.4 The Supplier reserves the right to adjust pricing in the event of material changes in economic conditions, including inflation, exchange rate fluctuations, or other factors beyond the Supplier’s control, occurring between the date of quotation and the date of invoice.
3.5 The Supplier also reserves the right to revise the quoted price if the Client’s requirements fundamentally change after acceptance of the quote or SOW.
3.6 Payments made via credit card will incur a 3% processing surcharge.
3.7 Interest on late payments shall accrue at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.
4.1 The total liability of the Supplier to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total amount paid under the applicable SOW.
4.2 Nothing in this Agreement shall limit liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.
5.1 The Supplier shall not be liable for any failure or delay in performance of its obligations under this Agreement where such failure or delay results from any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labour or materials.
5.2 In the event of a Force Majeure event, the Supplier’s obligations shall be suspended for the duration of the event.
6.1 Each Party agrees to maintain the confidentiality of all confidential information disclosed to it by the other Party and not to use such information except as necessary to perform its obligations under this Agreement.
6.2 The Client specifically agrees not to disclose, disseminate, or otherwise make available to any third party any information relating to the Supplier's software, features, processes, pricing, or any other proprietary business information or trade secrets, whether disclosed orally, in writing, or otherwise.
6.3 These confidentiality obligations shall survive termination of this Agreement.
7.1 Each Party shall comply with its respective obligations under the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any other applicable data protection laws.
7.2 Where the Supplier processes personal data on behalf of the Client, it shall: (a) Process personal data only in accordance with the Client’s written instructions; (b) Implement appropriate technical and organisational measures to protect personal data; (c) Ensure that persons authorised to process the personal data are bound by confidentiality obligations; (d) Assist the Client in fulfilling its obligations regarding data subjects’ rights, data breach notifications, data protection impact assessments, and consultations with supervisory authorities; (e) Upon termination of the Agreement, delete or return all personal data as instructed by the Client unless required by law to retain it; (f) Not engage any sub-processors without the prior written consent of the Client.
7.3 The Parties shall cooperate with each other to ensure compliance with applicable data protection laws.
8.1 The Supplier may provide software or software-based services to the Client as part of the Services.
8.2 The Client is granted a non-exclusive, non-transferable, revocable licence to use such software strictly for the purpose and duration specified in the applicable SOW.
8.3 All intellectual property rights, including but not limited to copyright, trademarks, patents, and trade secrets in any software, documentation, and related materials provided under this Agreement, shall remain the sole and exclusive property of the Supplier.
8.4 The Client shall not copy, modify, reverse engineer, decompile, or create derivative works from any software provided by the Supplier, except as expressly permitted in writing.
8.5 The obligations in this clause shall survive termination of this Agreement.
9.1 Where the Supplier provides equipment for hire, the Client warrants that all equipment shall be insured and covered at full market replacement value against theft, accidental damage, or loss while in the Client’s possession.
9.2 The Client shall be responsible for the equipment from the time it is delivered until it is collected by the Supplier’s courier or returned directly.
9.3 The Client also warrants the equipment against loss or damage prior to handover to the Supplier’s couriers.
9.4 If equipment cannot be collected due to courier access issues, unavailability at the venue, or inability to locate the equipment, the Client shall be responsible for any additional rental charges and repeat shipping or courier costs incurred.
9.5 The minimum hire period for any equipment is three (3) days. If collection cannot be arranged for a Friday, the Client shall be liable for rental charges incurred over the weekend until the equipment can be successfully collected or returned.
10.1 Where the Client requests the Supplier to provide staff resources as part of the Services, the standard working hours for such personnel shall be Monday to Friday, 7:30am to 5:00pm.
10.2 Any hours worked outside of these standard hours, including weekends or public holidays, shall be charged at 1.5 times the standard hourly rate unless otherwise agreed in writing.
11.1 Where the Supplier provides software on a subscription basis, the minimum subscription term shall be twelve (12) months unless otherwise specified in the applicable order or Statement of Work.
11.2 Subscriptions may be cancelled by the Client within the contract period, but the Client shall remain liable for all outstanding fees due for the remainder of the minimum subscription term.
11.3 Subscriptions shall automatically renew at the end of each term unless cancelled with no less than thirty (30) days’ written notice prior to the renewal date.
11.4 Auto-renewed subscriptions without renegotiated terms shall continue on a rolling monthly basis and may be cancelled by either party with thirty (30) days’ written notice.
11.5 Subscription fees are payable in advance of each monthly usage period.
11.6 The Supplier reserves the right to increase subscription pricing either during or outside of the contract term in accordance with the UK Retail Price Index (RPI), provided such increases do not exceed 4% in any one calendar year.
11.7 If the Client’s usage of the software platform exceeds more than 3% of their subscribed plan’s registration allowance, the Client will be automatically upgraded to the next available plan.
11.8 Where the Client has subscribed to a per-event plan and exceeds the agreed limit, the Client will be required to upgrade to the next available package.
11.9 In the event the Client does not upgrade when required under Clauses 11.7 or 11.8, the Supplier reserves the right to suspend or restrict the Client’s access to the platform until the appropriate upgrade has been completed and any applicable additional fees have been paid.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
13.1 This Agreement, including any SOWs, constitutes the entire agreement between the Parties.
13.2 Any amendments must be in writing and signed by both Parties.
13.3 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Signed for and on behalf of Veronix Limited
Signature: __________________________
Name:
Title:
Date: ______________________________
Signed for and on behalf of Client
Signature: __________________________
Name:
Title:
Date: ______________________________
