Master Services Agreement

Parties to this Agreement

This Master Services Agreement ("Agreement") is entered into between:

1. Definitions and Interpretation

The following terminology applies throughout this Agreement:

• "Agreement" — this Master Services Agreement and all Proposals executed under it.
• "Assemblysoft" — Assemblysoft Ltd, company number 07098083.
• "Client" — the entity identified in the applicable Proposal or Statement of Work.
• "Proposal" — a written proposal, statement of work, or phase agreement defining a specific scope of services.
• "Deliverables" — software, documentation, or other outputs created under a Proposal.
• "Background IP" — pre-existing or independently developed intellectual property owned by Assemblysoft.
• "Platform" — the Client's application or service environment managed or developed under this Agreement.

All references to singular terms include plural, and vice versa. This Agreement is governed by and construed in accordance with the laws of England and Wales.

2. Structure of Engagement

2.1 Master Services Agreement

This Agreement constitutes a Master Services Agreement governing all engagements between the parties. Individual services are delivered pursuant to separate written Proposals.

2.2 Proposals

Each Proposal shall define: scope of services, deliverables, estimated timelines, estimated fees, and any specific warranties or support obligations.

2.3 Precedence

In the event of conflict between this Agreement and a signed Proposal, the Proposal shall take precedence for that specific scope.

3. Scope Limitation

Assemblysoft shall only perform services expressly defined in a signed Proposal. No support, migration, documentation, advisory services, or operational restructuring shall be deemed included unless expressly stated in writing.

4. Nature of Proposals & Estimates

All Proposals are estimates unless expressly stated as fixed-price. Software development is iterative and dependent upon evolving requirements. Assemblysoft does not warrant completion within estimated time or budget unless expressly agreed as fixed-price in writing.

• Scope expansion requires a revised Proposal before commencement.
• Services are delivered on a time and materials basis unless expressly agreed otherwise.
• Proposals are generally pre-paid for a given phase: work on a phase commences upon acceptance of the Proposal and receipt of the associated pre-payment.

5. Fees & Payment

5.1 Fees and VAT

All fees are exclusive of VAT. Invoices are payable in advance unless otherwise specified in the Proposal. Proposals are generally pre-paid on a per-phase basis — each phase is invoiced and paid before work on that phase commences. Standard payment terms are 7–14 days unless otherwise agreed.

5.2 Late Payment

Statutory interest applies to overdue payments under the Late Payment of Commercial Debts (Interest) Act 1998. Non-payment constitutes material breach.

5.3 Professional Services Rates

Default day rates apply per the current rate card. Rates may be revised on 30 days' written notice.

6. Intellectual Property

6.1 Assignment of Deliverables

Upon full payment of a Proposal, bespoke deliverables created specifically for the Client are assigned to the Client.

6.2 Background IP

Assemblysoft retains ownership of all Background IP, including architectural methodologies, DevOps frameworks, infrastructure templates, CI/CD automation, reusable modules, and technical know-how. Background IP is licensed to the Client on a perpetual, royalty-free, non-exclusive basis solely for use within the Client's Platform. Background IP does not include Client-specific application logic or business rules.

6.3 Limited IP Warranty

Assemblysoft warrants that, to the best of its knowledge, bespoke deliverables do not infringe third-party intellectual property rights. This warranty does not apply to: third-party software, open-source components, modifications made by others, or use outside the agreed scope. Any liability is subject to the Limitation of Liability clause.

7. Hosting & Infrastructure

7.1 Hosting Model

The Platform may be hosted within Assemblysoft-controlled environments or Client-controlled environments managed by Assemblysoft.

7.2 Infrastructure Operating Costs

All infrastructure operating costs are payable by the Client, including but not limited to: cloud services, GitHub subscriptions, SSL certificates, domain registration, CDN services, monitoring tools, backup services, security tooling, and third-party integrations.

7.3 Infrastructure Management Fee

7.4 Scope of Management Fee

The infrastructure management fee covers: provisioning & configuration, DevOps management, vendor administration, security oversight, cost monitoring, scaling adjustments, credential governance, infrastructure troubleshooting (excluding development defects), and billing coordination.

7.5 Third-Party Pricing

Assemblysoft shall not be responsible for increases or changes in third-party pricing (Azure, GitHub, certificates, domains, or other vendors). Such increases form part of operating cost expenditure.

7.6 Migration Impact

If infrastructure is migrated and Assemblysoft ceases management, the 30% management fee shall cease for those services. Migration is a separate chargeable engagement.

8. Operational Governance

Assemblysoft retains operational control of repositories and deployment pipelines during active Proposals. IP ownership does not equate to administrative control. Operational restructuring requires a separate Proposal.

9. Migration & Transition

Migration shall occur only pursuant to a separate Proposal. Migration is chargeable. Until migration is completed, Assemblysoft continues management under existing terms.

10. Technical Documentation & Governance

Governance documentation may be provided where included in a Proposal, as part of a migration engagement, or upon request as a separate chargeable Proposal. Documentation reflects the Platform at the time of preparation and carries no obligation to update. Provision does not constitute operational transfer.

11. Defects & Remediation

Defects are defined as material failures to meet the specification defined in the relevant Proposal. Remediation is only provided if expressly included in the Proposal or separately agreed. No ongoing warranty exists unless expressly stated in writing.

12. Support, Advisory & Additional Services

Support, onboarding, training, advisory services, and issue investigations are chargeable unless expressly included in a Proposal. The default professional services rate is £460 per day (exclusive of VAT), subject to revision on 30 days' written notice. No SLA applies unless expressly agreed in writing.

13. Client Responsibilities

The Client shall:

• Provide accurate and timely requirements, information, and feedback
• Ensure availability of key personnel for decisions and approvals
• Maintain appropriate security practices for any credentials or systems provided
• Maintain appropriate cyber insurance and business continuity arrangements
• Comply with all applicable laws, regulations, and third-party license terms

14. Term & Termination

14.1 Termination for Convenience

Either party may terminate with 30 days' written notice.

14.2 Termination for Breach

Either party may terminate immediately for material breach after providing 14 days' written notice and opportunity to cure.

14.3 Effects of Termination

• All unpaid invoices become immediately due and payable
• Services cease as of the termination date
• Paid IP assignments remain valid
• Transition assistance is chargeable as a separate engagement

15. Suspension of Services

Assemblysoft may suspend services for: overdue payment, material breach, or where continued provision creates legal or financial risk exposure. Assemblysoft will provide reasonable notice where practicable before suspending services.

16. Data Protection

The Client is the Data Controller. Assemblysoft is the Data Processor where applicable. Both parties shall comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

17. Warranties & Disclaimers

17.1 Services Warranty

Services will be performed with reasonable skill and care. Specific warranties will be defined in the relevant Proposal.

17.2 No Commercial Outcome Warranty

Assemblysoft does not guarantee commercial success, revenue generation, market adoption, investor funding, or any specific business outcome.

17.3 Third-Party Services

Assemblysoft is not liable for third-party service outages, changes, or discontinuations, including cloud hosting providers, APIs, or external integrations.

18. Security

Reasonable development security practices will be applied throughout the engagement. No system can be guaranteed entirely secure. The Client is responsible for maintaining appropriate security measures, access controls, and cyber insurance.

19. Limitation of Liability

19.1 Aggregate Cap

Assemblysoft's aggregate liability for all claims arising out of or in connection with this Agreement is capped at the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.

19.2 Excluded Losses

Assemblysoft shall not be liable for: indirect or consequential losses, loss of profits, revenue, business, anticipated savings, loss of data (except where caused by Assemblysoft's direct negligence), loss of goodwill, business interruption, or third-party claims.

19.3 Time Limit

All claims must be brought within 12 months of the event giving rise to the claim.

19.4 Exceptions

Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under English law.

20. Confidentiality

Both parties shall keep confidential all information marked as confidential or that would reasonably be understood to be confidential. This obligation continues for 5 years following termination. Confidential information may be disclosed where required by law or with prior written consent.

21. Assignment & Subcontracting

21.1 Assignment

Neither party may assign or transfer any rights or obligations without the prior written consent of the other party (not to be unreasonably withheld). The Client may assign in connection with a sale of business with prior written notice.

21.2 Subcontracting

Assemblysoft may subcontract services to qualified third parties but remains responsible for subcontractor performance.

22. Independent Contractor

The relationship between the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

23. Force Majeure

Neither party shall be liable for failure to perform any obligation where such failure is due to an event beyond reasonable control, including acts of God, terrorism, war, pandemic, governmental action, or natural disaster. The affected party shall promptly notify the other and use reasonable endeavours to mitigate the impact.

24. Dispute Resolution

24.1 Good Faith

The parties shall first attempt to resolve any dispute through good faith negotiation.

24.2 Mediation

If negotiations fail, the parties agree to attempt mediation before commencing legal proceedings. Mediation shall take place in Bournemouth, Dorset.

24.3 Jurisdiction

This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

25. Notices

All notices must be in writing and delivered by hand, recorded delivery, or email. Notices are deemed received: by hand upon delivery; by recorded post 2 business days after posting; by email upon delivery confirmation.

26. Publicity & Portfolio Rights

Assemblysoft may: identify the Client as a client; state that it developed or contributed to Client projects; use the Client's name and logo in marketing materials; provide high-level descriptions of services; and include publicly accessible links.

Assemblysoft shall not disclose confidential information or represent ownership of Client intellectual property. Draft case studies shall be provided for Client approval if requested, such approval not to be unreasonably withheld.

27. Entire Agreement

This Agreement, together with all executed Proposals, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, and agreements relating to its subject matter.

28. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the original intent.

Contact Assemblysoft

For questions about this Agreement or to discuss an engagement: