Master Services Agreement.

Full 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, cyber security, consultancy, cloud and managed services provided by Servable.

1.2 Specific details are agreed in Statements of Work, Service Level Agreements or Order Forms.

1.3 Order of precedence: Statement of Work, SLA, this MSA, then quotes, emails or 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 Statement of Work, SLA or Order Form, confirms acceptance by email, message or purchase order, or provides verbal instruction confirmed in writing by both Parties within one Business Day.

2.2 For operational efficiency, where instructions are given verbally or by message, Servable will issue written confirmation by ticket, email or portal. Binding effect arises once the Customer acknowledges receipt or does not object in writing within one Business Day.

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

3. Scope of Services

Services may include IT support, helpdesk services, monitoring, patching, system maintenance, cyber security solutions, audits, incident response, Microsoft 365 and Azure administration, backup, disaster recovery, consultancy, advisory services, project delivery, infrastructure design, hardware and software procurement, vendor management and any additional services agreed in writing.

Specific deliverables, responsibilities, service boundaries, assumptions and dependencies shall be documented in the relevant Statement of Work, SLA or Order Form.

Servable may update, replace or enhance Services to reflect vendor changes, legal obligations, recognised best practice, security improvements or operational efficiency. No material service will be withdrawn mid-term without an equivalent or improved replacement being made available.

Unless explicitly agreed, Services do not include unsupported or unlicensed systems, remediation of shadow IT, correction of faults caused by Customer negligence or unauthorised changes, training beyond reasonable knowledge transfer, custom development, integrations or management of vendors not procured or managed by Servable.

The Customer is responsible for providing accurate information, suitable connectivity, required access, valid licences, appropriate approvals and end-user compliance with reasonable Servable instructions.

Where third-party solutions are involved, Servable’s obligations are limited to configuration and management within scope. Servable is not responsible for third-party outages, vendor service levels or contractual terms beyond its control.

4. Service Levels

Standard support hours are Monday to Friday, 09:00 to 17:00 UK time, excluding UK public holidays. Extended support, weekend support and emergency out-of-hours support may be provided under a separate SLA or rate card.

Issues may be classified as P1 Critical, P2 Major, P3 Standard or P4 Minor/Request. Response means acknowledgement and initial diagnosis, not full resolution. Resolution is on a best-endeavours basis and may depend on third-party vendors, Customer cooperation and issue complexity.

SLA commitments do not apply to incidents arising from Customer negligence, unsupported systems, force majeure, ISP failures, third-party vendor failures, shadow IT, BYOD equipment outside management scope, lack of Customer cooperation, or work requiring major upgrades outside standard patching.

Service credits, where applicable, are capped at 5% of monthly service fees for the affected service in any billing cycle and are the sole remedy for SLA breaches.

5. Customer Responsibilities

The Customer must provide timely, accurate and complete information required for service delivery, ensure nominated contacts are available, maintain a secure environment, provide access and permissions, ensure third-party providers cooperate where required, and maintain valid licences unless otherwise agreed.

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

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

Services must only be used for lawful business purposes. The Customer must not use Services for illegal, abusive or malicious activity, or interfere with Servable’s systems, security or monitoring.

If the Customer fails to meet its responsibilities, related SLA targets are suspended and Servable may charge for additional effort at its standard rates.

6. Fees & Payment

Fees are set out in the applicable Statement of Work, SLA or Order Form. Unless otherwise stated, managed services are billed monthly in advance, consultancy and project work may be billed 50% upfront and 50% on completion or by milestones, and hardware, software and licences are invoiced on order and payable before delivery or provisioning.

All prices are exclusive of VAT and other applicable taxes. Invoices are payable within 14 days unless otherwise agreed in writing. Time for payment is of the essence.

Interest may accrue on overdue sums at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998. Servable may recover reasonable debt collection costs and may suspend Services where invoices remain unpaid 14 days beyond the due date. Services may be terminated where invoices remain unpaid 28 days beyond the due date.

The Customer shall pay invoices in full without deduction, withholding or set-off except where required by law.

Servable may uplift recurring fees annually by CPI plus up to 3%. Vendor pass-through increases may be applied on 30 days’ notice. If a pass-through increase exceeds 10% for the affected service, the Customer may terminate that service on 30 days’ notice but remains liable for costs up to termination.

The Customer is liable for all third-party licence, subscription or service commitments made on its behalf, including non-cancellable or minimum-term commitments.

7. Intellectual Property

Each Party retains ownership of pre-existing intellectual property. Servable owns scripts, tools, configurations, templates, frameworks and methodologies it develops. The Customer owns its data and materials.

Unless otherwise agreed, the Customer receives a perpetual, royalty-free licence to use agreed deliverables internally for business purposes.

8. Warranties & Disclaimers

Servable warrants that Services will be provided with reasonable skill and care. Except as expressly stated, all warranties and conditions, express or implied, are excluded to the fullest extent permitted by law.

Servable is not responsible for failures of third-party vendors, carriers, ISPs or platforms, Customer failure to follow advice, unsupported systems, data loss outside managed backup scope, malware or breaches outside Servable’s control, business interruption from maintenance or incidents, indirect loss, loss of profit, revenue or goodwill, or regulatory non-compliance unless expressly contracted in writing.

8A. Advice & Consultancy

Servable may provide guidance, recommendations or consultancy in good faith, based on information available at the time, and with reasonable skill and care.

Unless expressly set out as deliverables in a signed Statement of Work or SLA, advice and recommendations are for general information and decision-support purposes only. The Customer remains responsible for verifying suitability and making final implementation decisions.

9. Limitation of Liability

Servable’s total aggregate liability arising under or in connection with this Agreement shall not exceed the greater of the fees paid by the Customer to Servable in the 12 months immediately preceding the event giving rise to the claim, or £20,000.

Servable shall not be liable for loss of profits, revenue, anticipated savings, business opportunity, goodwill, reputation, data loss or corruption outside managed backup scope, indirect or consequential loss, losses caused by Customer failure to maintain backups, follow instructions or use supported systems, third-party failures, or regulatory fines except where expressly contracted in writing.

No claim may be brought more than 12 months after the cause of action accrues.

Nothing limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability which cannot be excluded by law.

10. Data Protection & Security

The Parties shall comply with UK GDPR and the Data Protection Act 2018. Unless otherwise agreed, the Customer is the Controller and Servable is the Processor.

Servable may use approved sub-processors, including Microsoft and security vendors. International transfers will only be made using appropriate safeguards. Data will be securely deleted within 60 days of termination unless retention is required by law.

11. Insurance

Servable maintains Professional Indemnity insurance of not less than £1m per claim and Public Liability insurance of £1m per claim, or higher where required by a Customer contract.

12. Subcontracting & Assignment

Servable may subcontract elements of the Services but remains liable for performance. Neither Party may assign this Agreement without consent, except that Servable may assign to affiliates.

13. Term & Termination

This Agreement continues until terminated. Statements of Work and SLAs may specify their own terms. Fixed-term commitments are binding and early termination by the Customer requires payment of committed fees and non-cancellable third-party costs.

Either Party may terminate for material breach unremedied within 30 days or insolvency. Servable may suspend or terminate immediately where the Customer fails to pay, misuses Services, or creates legal, regulatory or security risk.

14. Exit Assistance

On termination, Servable will provide reasonable exit assistance, such as data export and handover, at its then-current rates. Servable is not obliged to transfer proprietary tools, intellectual property or configurations.

15. Employment & Non-Solicitation

No employment or agency relationship arises between Servable staff and the Customer. The Customer shall not solicit or hire Servable staff involved in the Services during the Agreement and for 12 months afterwards. Breach may result in liquidated damages of 25% of the individual’s annual remuneration.

16. Force Majeure

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

17. Dispute Resolution

The Parties shall attempt to resolve disputes promptly and in good faith. Disputes shall first be referred to nominated contract managers, then senior management, and then mediation under the CEDR Model Mediation Procedure if unresolved.

If not resolved within 30 days of mediation starting, either Party may commence court proceedings. Nothing prevents urgent injunctive or equitable relief.

The Agreement is governed by 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 performing obligations. This does not apply to information already public, independently developed or required by law.

19. Miscellaneous

Material changes require written agreement. Minor operational changes may be agreed by email, ticket or portal. For hardware, title passes only on full payment and risk passes on delivery.

Each Party warrants compliance with the Bribery Act 2010, Modern Slavery Act 2015 and applicable sanctions or export laws.

Notices should be sent to the registered office and admin@servable.co.uk, or by recorded delivery. Clauses on fees, liability, confidentiality, data protection, intellectual property and exit survive termination.

If any provision is invalid, the remainder remains effective. Failure to enforce a right is not a waiver. Third-party rights are excluded under the Contracts (Rights of Third Parties) Act 1999.

20. Entire Agreement

This MSA, together with all Statements of Work, SLAs, Order Forms and 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

Tech Support: support@servable.co.uk
General Enquiries: hello@servable.co.uk
Telephone: +44 0113 519 3883