Master Services Agreement

Effective Date: 01/01/2023
Last Updated: 08/09/2025

This Master Services Agreement (“Agreement”) is entered into between:

Servable Ltd (“Servable”, “we”, “us”, “our”)
Company No: 12991947
VAT Registration: GB 362240623
Registered Office: Vulcan House, Foundry Street, Brighouse, West Yorkshire, HD6 1LT, England, United Kingdom

and

The Customer (“you”, “your”), being the individual, business, or organisation engaging our Services.

Together, the “Parties.”

1. Purpose & Structure

1.1 This Agreement sets out the master terms for IT, cybersecurity, consultancy, and managed services provided by Servable.
1.2 Specific details are agreed in Statements of Work (SoW), Service Level Agreements (SLA), or Order Forms.
1.3 Order of precedence: SoW > SLA > this MSA > quotes/emails/Accepted Instructions.
1.4 Each engagement forms part of this Agreement unless expressly excluded.

2. Contract Formation & Instructions

2.1 A binding Agreement is formed when the Customer:

Signs a SoW, SLA, or Order Form;

- Confirms acceptance by email, message, or purchase order; or

- Provides verbal instruction confirmed in writing by both Parties within 1 Business Day.

2.2 Accepted Instruction Protocol: For operational efficiency, where instructions are given verbally or by message, Servable will issue a written Confirmation (ticket/email/portal). Binding effect arises only once Customer acknowledges receipt or does not object in writing within 1 Business Day.

2.3 Unless otherwise stated, Services continue on a rolling monthly basis terminable by either Party with 30 days’ written notice.

3. Scope of Services

3.1 Types of Services.
Services provided by Servable may include, without limitation:

- IT support and helpdesk services (remote, on-site, or hybrid);

- Proactive monitoring, patching, and system maintenance;

- Cybersecurity solutions, audits, and incident response;

- Microsoft 365, Azure, and other cloud services provisioning and administration;

- Backup, disaster recovery, and business continuity planning;

- IT consultancy, advisory, and project delivery;

- Network, server, and infrastructure design, implementation, and support;

- Hardware and software procurement, installation, and configuration;

- Vendor management and third-party supplier coordination;

- Any additional services agreed in a Statement of Work (SoW), Service Level Agreement (SLA), or Order Form.

3.2 Deliverables.
The specific deliverables, responsibilities, service boundaries, assumptions, and dependencies shall be documented in the relevant SoW, SLA, or Order Form. No commitment shall arise until such document has been agreed.

3.3 Service Evolution.
Servable may update, replace, or enhance Services to reflect:

vendor or supplier changes;

- regulatory or legal obligations;

- recognised best practice in IT or cybersecurity; or

- efficiency, cost, or security improvements.
No material service will be withdrawn mid-term without an equivalent or improved replacement being made available.

3.4 Exclusions.
Unless explicitly set out in a SoW or SLA, the Services do not include:

- support for end-of-life, unsupported, or unlicensed hardware or software;

- remediation of shadow IT, unauthorised devices, or Customer-managed environments;

- correction of faults caused by Customer negligence, misuse, or unauthorised changes;

- training or user education (beyond reasonable knowledge transfer during support activities);

- custom development, integrations, or non-standard configuration unless separately scoped;

management of vendors, contracts, or services not procured or managed by Servable.

3.5 Customer Dependencies.
The performance of the Services is dependent upon the Customer:

- providing accurate, timely, and complete information;

- ensuring adequate internet connectivity, power, and physical environment;

- maintaining all necessary third-party licences, warranties, or subscriptions not managed by Servable;

- enabling required remote access and permissions;

- ensuring end users comply with security policies and reasonable Servable instructions.

3.6 Third-Party Services.
Where Services involve the resale, licensing, or management of third-party solutions (e.g. Microsoft 365, security vendors, SaaS providers), Servable’s obligations are limited to configuration and management within the scope of the SoW. Servable shall not be responsible for third-party outages, service levels, or contractual terms beyond its control.

3.7 Right to Decline or Suspend Services.
Servable reserves the right to decline, suspend, or delay the provision of Services where:

- the Customer environment is unsafe, non-compliant, or materially insecure;

- the Customer has failed to pay invoices in accordance with Section 6;

- proceeding would breach applicable laws, regulations, or contractual obligations; or

- the requested work falls materially outside the agreed scope without a valid SoW or Change Order.

4. Service Levels (SLA)

4.1 Support Hours

- Standard Hours: Monday to Friday, 09:00–17:00 UK time, excluding UK public holidays.

- Extended Support: Evenings, weekends, and public holidays may be available under a separately contracted SLA or rate card.

- Emergency Out-of-Hours Support: Provided on a best-endeavours basis and subject to additional fees unless otherwise agreed.

4.2 Priority Classification
Issues will be categorised according to severity:

- P1 – Critical: Complete loss of business-critical system or service.

- P2 – Major: Severe degradation with no workaround; significant business impact.

- P3 – Standard: Issue causing limited business impact; workaround available.

- P4 – Minor/Request: General request, “how-to” queries, routine tasks.

4.3 Response & Resolution Targets

- Response means acknowledgement and initial diagnosis, not full resolution.

- Resolution is on a best-endeavours basis, dependent on third-party vendors, Customer cooperation, and issue complexity.

- Target times will be defined in the relevant SLA schedule.

4.4 SLA Exclusions
- Service level commitments do not apply to:

- Incidents arising from Customer negligence, misuse, or unauthorised configuration changes.

- Issues caused by unsupported, end-of-life, or unlicensed hardware/software.

- Force majeure events, ISP outages, or third-party vendor failures.

- Shadow IT, BYOD devices, or any equipment not under Servable’s management.

- Delays caused by lack of Customer access, information, or cooperation.

- Incidents requiring major version upgrades, vendor hotfixes, or re-implementation outside standard patching.

4.5 Service Credits

- If Servable fails to meet the SLA, Customer may be entitled to service credits as specified in the SLA schedule.

- Service credits are capped at 5% of monthly service fees for the affected service in any billing cycle.

- Service credits are the sole and exclusive remedy for SLA breaches.

4.6 Maintenance & Planned Outages

- Routine maintenance may be carried out within agreed windows without breaching SLA.

- Servable will provide advance notice of scheduled maintenance where practicable.

5. Customer Responsibilities

5.1 Cooperation & Information

- Customer must provide timely, accurate, and complete information reasonably required for service delivery.

- Customer shall ensure nominated contacts are available to assist with incident resolution, approvals, and escalations.

5.2 Environment & Security

- Customer must maintain a secure environment, including firewalls, physical security, and access controls.

- Customer must ensure all devices are patched, supported, and covered by appropriate licences.

- Customer must implement and enforce appropriate password policies, MFA, and endpoint security measures.

5.3 Access & Permissions

- Customer shall provide Servable with necessary remote and onsite access to systems, networks, and premises.

- Customer must ensure any third-party providers cooperate with Servable where their systems affect the Services.

5.4 Backups & Data

- Unless covered under a Servable Managed Backup SLA, Customer is solely responsible for backing up and protecting its business-critical data.

- Customer remains Data Controller under UK GDPR and is responsible for lawful data collection, processing, and retention.

5.5 Use of Services

- Services may only be used for lawful business purposes.

- Customer shall not use Services to engage in illegal, abusive, or malicious activity (including spamming, malware distribution, or unauthorised penetration testing).

- Customer shall not attempt to reverse engineer, bypass, or interfere with Servable’s systems, security, or monitoring.

5.6 Licensing & Compliance

- Customer is responsible for maintaining valid licences for all third-party software unless otherwise agreed in writing.

- Customer indemnifies Servable against vendor claims arising from unlicensed or mis-licensed use.

5.7 Customer Delays

- If Customer fails to meet responsibilities (e.g., access, approvals, information), related SLA targets are suspended, and Servable may charge for additional effort at its standard rate card.

5.8 Indemnity
Customer indemnifies Servable against claims, damages, or losses arising from:

- Breach of these responsibilities;

- Customer’s unlawful or negligent use of Services;

- Regulatory fines or third-party claims resulting from Customer data, configurations, or actions.

6. Fees & Payment

6.1 Fees Set Out in SoWs/SLAs
Fees for Services shall be as set out in the applicable Statement of Work (SoW), Service Level Agreement (SLA), or Order Form.

6.2 Billing Basis
Unless otherwise stated in the SoW/SLA/Order Form:

- Managed services shall be billed monthly in advance.

- Consultancy, professional services, and project work shall be billed 50% upfront and 50% on completion, or in agreed milestone instalments.

- Hardware, software, and licences shall be invoiced on order and payable prior to delivery or provisioning.

- All prices are exclusive of VAT and other applicable taxes, which shall be added at the prevailing rate.

6.3 Payment Terms

- All invoices are payable within 14 days of the invoice date unless otherwise agreed in writing.

- Time for payment is of the essence.

6.4 Overdue Payments

- Interest shall accrue on overdue sums at the statutory rate (8% above the Bank of England base rate) under the Late Payment of Commercial Debts (Interest) Act 1998.

- Servable may recover all reasonable costs of debt collection (including legal fees and third-party recovery agency costs).

- Services may be suspended if invoices remain unpaid 14 days beyond due date.

- Services may be terminated if invoices remain unpaid 28 days beyond due date.

6.5 No Set-Off
The Customer shall pay all invoices in full without deduction, withholding, or set-off, except where required by law.

6.6 Price Reviews & Increases

- Annual price increases: Servable may uplift recurring fees annually by the Consumer Price Index (CPI – all items) plus up to 3%.

- Vendor pass-through increases: If third-party vendors (e.g. Microsoft, security vendors, SaaS providers) increase their fees, Servable may pass such increases through to the Customer on 30 days’ notice.

- Termination right: If a pass-through increase exceeds 10% for the affected service, the Customer may terminate that service by giving Servable 30 days’ notice (but remains liable for all costs up to the termination date).

6.7 Third-Party Commitments

- The Customer is liable for all third-party licence, subscription, or service costs committed on its behalf.

- Where such third-party services are non-cancellable or have minimum terms, the Customer remains liable for the full committed value, even if Services are terminated early.

6.8 Expenses & Travel

- Where onsite work, travel, or accommodation is required, Servable may recharge reasonable expenses in addition to service fees, provided they are pre-approved by the Customer (email suffices).

- Mileage shall be charged at HMRC’s prevailing rate per mile, and rail/air travel at standard class unless otherwise agreed.

6.9 Disputed Invoices

- The Customer must raise any dispute over an invoice in writing within 7 days of the invoice date, identifying the specific disputed item(s) and reasons.

- All undisputed amounts must be paid by the due date. Failure to do so shall entitle Servable to suspend Services regardless of any dispute.

6.10 Survival of Payment Obligations
Payment obligations survive suspension, termination, or dispute resolution under this Agreement. Servable shall not be required to provide exit assistance, data handover, or licence transfers until all outstanding sums (including early termination fees and third-party costs) are paid in full.

7. Intellectual Property (IP)

7.1 Each Party retains ownership of pre-existing IP.
7.2 Servable owns all scripts, tools, configs, and methodologies developed.
7.3 Customer owns its data and materials.
7.4 Deliverables: Customer receives a perpetual, royalty-free licence for internal business use.
7.5 Servable indemnifies Customer for infringement of third-party IP by Deliverables (excluding Customer materials/configs).
7.6 Customer Indemnity: Customer indemnifies Servable for IP infringement claims arising from Customer-supplied materials, data, or instructions.

8. Warranties & Disclaimers

8.1 Servable warrants Services will be provided with reasonable skill and care.
8.2 Except as expressly stated, all warranties and conditions (express or implied) are excluded.
Servable disclaims responsibility for:

- Failures of third-party vendors, carriers, ISPs, or platforms (e.g. Microsoft, cloud providers);

- Customer failure to follow advice, maintain security, or use supported systems;

- Loss/corruption of data, malware, or breaches outside Servable’s control;

- Business interruption from maintenance, patching, upgrades, or incidents;

- Indirect, consequential, or special loss, including lost profits, revenue, or goodwill;

- Regulatory non-compliance except where explicitly contracted in writing.

8A. Advice & Consultancy

8A.1 Servable may provide guidance, recommendations, or consultancy as part of the Services. Such advice is provided in good faith, based on information available at the time, and with reasonable skill and care.

8A.2 Unless expressly set out as Deliverables in a signed Statement of Work or Service Level Agreement, all advice, guidance, or recommendations are for general information and decision-support purposes only. The Customer remains solely responsible for:

- verifying the suitability of such advice for its own business, legal, and regulatory requirements; and

- making final decisions on the implementation of any course of action.

8A.3 Servable shall not be liable for any loss, damage, cost, or expense arising from the Customer’s reliance on advice, guidance, or recommendations not expressly included as Deliverables in a signed Statement of Work or Service Level Agreement.

9. Limitation of Liability

9.1 Aggregate Cap.
Servable’s total aggregate liability, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, arising under or in connection with this Agreement shall not exceed the greater of:

- the total Fees paid by the Customer to Servable in the twelve (12) months immediately preceding the event giving rise to the claim; or

- £20,000.

9.2 Per-Claim Cap.
For clarity, the cap in clause 9.1 applies per claim or series of related claims, and not separately for each head of loss.

9.3 Exclusions of Certain Losses.
Servable shall not in any circumstances be liable for:

- loss of profits, revenue, anticipated savings, business opportunity, goodwill, or reputation;

- loss of or corruption to data (except where Servable has expressly contracted to provide managed backup and recovery services under a signed SLA, and then only to the extent of such SLA);

- any indirect, special, incidental, punitive, or consequential loss or damage;

- losses arising from Customer’s failure to: (i) maintain appropriate backups where not under a Servable Managed Backup SLA, (ii) follow Servable’s reasonable instructions or security recommendations, or (iii) use supported systems, hardware, or software;

- third-party vendor, carrier, ISP, platform, or sub-processor failures outside Servable’s reasonable control;

- regulatory fines, penalties, or enforcement action except where Servable has expressly contracted in writing to ensure compliance.

9.4 Mitigation.
The Customer shall take all reasonable steps to mitigate any loss, damage, cost, or expense that may give rise to a claim under this Agreement.

9.5 Claims Period.
No claim may be brought more than twelve (12) months after the cause of action accrues.

9.6 Unlimited Liabilities.
Nothing in this Agreement limits or excludes liability for:

death or personal injury caused by negligence;

fraud or fraudulent misrepresentation; or

any other liability which cannot be limited or excluded by law.

9.7 Survival.
This Section 9 shall survive expiry or termination of this Agreement.

10. Data Protection & Security

10.1 Parties shall comply with UK GDPR and DPA 2018.
10.2 Unless otherwise agreed, Customer = Controller; Servable = Processor.
10.3 Servable may use approved sub-processors (e.g. Microsoft, security vendors). Customer consents to such sub-processing.
10.4 International transfers only under UK IDTA or UK Addendum to EU SCCs with transfer impact assessments.
10.5 Data will be securely deleted within 60 days of termination unless retention required by law.
10.6 A Data Processing Addendum (Schedule C) applies to all processing.

11. Insurance

Servable maintains:

- Professional Indemnity: not less than £1m per claim (or higher if required by Customer contract);

- Public Liability: £1m per claim.

12. Subcontracting & Assignment

12.1 Servable may subcontract but remains liable.
12.2 Neither Party may assign without consent, except Servable may assign to affiliates.

13. Term & Termination

13.1 This Agreement continues until terminated.
13.2 SoWs/SLAs specify their own term. Fixed-term commitments are binding. Early termination by Customer requires payment of all committed fees and any non-cancellable third-party licence costs.
13.3 Either Party may terminate for material breach unremedied within 30 days, or insolvency.
13.4 Servable may suspend/terminate immediately if Customer:

- Fails to pay,

- Misuses Services, or

- Creates legal, regulatory, or security risk.

14. Exit Assistance

On termination, Servable will provide reasonable exit assistance (e.g. data export, handover) at its then-current rates. No obligation to transfer Servable tools, IP, or proprietary configurations.

15. Employment & Non-Solicitation

15.1 No employment or agency relationship arises between Servable staff and Customer.
15.2 Customer shall not solicit/hire Servable staff involved in the Services during the Agreement and for 12 months thereafter.
15.3 Breach = liquidated damages of 25% of annual remuneration of the individual.

16. Force Majeure

Neither Party is liable for failure caused by events beyond reasonable control (natural disaster, cyberattacks, strikes, vendor outages, government restrictions).
Payment obligations are not excused by force majeure.

17. Dispute Resolution

17.1 Good Faith Discussions
The Parties shall use reasonable efforts to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement (a “Dispute”) promptly and in good faith.

17.2 Escalation Procedure
If a Dispute arises:
a) The matter shall first be referred to the Parties’ nominated contract managers.
b) If unresolved within 10 Business Days, it shall be escalated to senior management of each Party.
c) If still unresolved within a further 20 Business Days, either Party may refer the matter to mediation in accordance with clause 17.3.

17.3 Mediation
a) The Parties agree to attempt to resolve the Dispute through mediation in accordance with the CEDR Model Mediation Procedure (or such other procedure agreed in writing).
b) Unless otherwise agreed, the mediator shall be nominated by CEDR.
c) Mediation shall take place in London, England, unless otherwise agreed.
d) The costs of mediation (excluding each Party’s own legal and internal costs) shall be shared equally.

17.4 Court Proceedings
a) If the Dispute is not resolved within 30 days of the start of mediation (or such longer period as the Parties may agree), either Party may commence court proceedings.
b) Nothing in this Section prevents either Party from seeking urgent injunctive or equitable relief (e.g., to protect intellectual property, confidential information, or security).

17.5 Continued Performance
During the dispute resolution process, the Customer shall continue to pay all undisputed invoices in full and on time. Servable may suspend Services only in relation to the disputed element, provided that suspension does not materially prejudice the Customer’s business operations.

17.6 Time Bar for Claims
Unless otherwise stated in this Agreement, no Party may bring any claim under or in connection with this Agreement more than 12 months after the cause of action arose.

17.7 Governing Law & Jurisdiction
The Agreement and any Dispute shall be governed by and construed in accordance with the laws of England and Wales, and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.

18. Confidentiality

Each Party shall keep confidential all technical, commercial, and security information disclosed under this Agreement, and use it only for performance of obligations.
Carve-outs: information already public, independently developed, or required by law/regulation.
Injunctive relief is available for breach.

19. Miscellaneous

Variation: Material changes require written agreement signed by authorised representatives. Minor operational changes may be agreed via email/ticket/portal.

Retention of Title: For hardware, title passes only on full payment; risk passes on delivery.

Compliance: Each Party warrants compliance with the Bribery Act 2010, Modern Slavery Act 2015, and sanctions/export laws.

Notices: To registered office and [email protected], or by recorded delivery.

Survival: Clauses on fees, liability, confidentiality, data protection, IP, and exit survive termination.

Severability: Invalid provisions do not affect the remainder.

No Waiver: Failure to enforce is not waiver.

Third-Party Rights: Excluded under CRTPA 1999.

Governing Law: This Agreement is governed by and construed in accordance with the laws of England & Wales.

20. Entire Agreement

This MSA, together with all SoWs, SLAs, and Order Forms (including Accepted Instructions), constitutes the entire Agreement between the Parties and supersedes all prior proposals, negotiations, or discussions. Nothing limits liability for fraudulent misrepresentation.

21. Company & Customer Care Information

Servable Ltd
Vulcan House, Foundry Street, Brighouse, West Yorkshire, HD6 1LT, England, United Kingdom
Company No: 12991947 | VAT: GB 362240623

Customer Care:

Tech Support: [email protected]

General Enquiries: [email protected]

Telephone: +44 0113 519 3883