Last Updated: 4th November 2022

Previous Version: 13th July 2021

  1. INTERPRETATION
    1. The following definitions shall apply in this MSA.

Terms

Term Definition
Additional Charges the additional Fees calculated by the Supplier on a time and materials basis at the rates set out in the relevant Contract in respect of the provision of any Additional Services, including charges for consultation and the provision of expert advice;
Additional Services any services additional to the Services set out in the relevant Contract and that are agreed pursuant to clause 8;
Associate in relation to any Party, any person which, directly or indirectly: 1. is Controlled by that Party; or 2. Controls that Party; or 3. is under substantially common Control with that Party;
Auto Renewal The automatic extension(s) of this agreement for successive periods equal to the Initial Term.
Business Day a day (excluding Saturdays and Sundays) on which banks in the City of London are generally open for non-automated commercial business.
Change Request a document containing: 1. a detailed summary of the Change (including any technical details of the required Change);  2. the reasons for making the Change;  and 3. the anticipated timetable for such Change;
Change Request Response a document containing:  1. a description of the work to be carried out in order to fully implement the Change (including any technical details of the required Change);  2. the effect of the Change on the Statement of Work;  3. the effect, if any, of the Change on the Fees and/or cost of the Change;
Commencement Date the date of commencement of this MSA, being the date set forth in the signed Quote/Statement of Work.
Commercially Reasonable Efforts means taking such steps and performing in such a manner as a well-managed company would undertake where such company was acting in a professional, prudent and reasonable manner to achieve the particular result for its own benefit;
Confidential Information means all financial, business and technical or other data and all other information (whether written, oral or in electronic form or on magnetic or other media) concerning the business and affairs of a Party that the other Party obtains, receives or has access to as a result of the discussions leading up to or the entering into or the performance of this MSA or any individual Contract, and shall include the existence and provisions of this MSA and any Contract;
Contract in relation to each signed Quote/Statement of Work, the discrete agreement comprising the terms set out in this MSA together with the relevant signed Quote/Statement of Work.
Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes and “Controlled” shall be construed accordingly;
Customer’s Representative the person nominated by the Customer as set out in the Statement of Work or such other contact nominated by the Customer from time to time;
Effective Date the date of commencement of an individual contract, as set out in the relevant signed Quote/Statement of Work;
Expiry Date the date of expiry of an individual Contract, as set out in the relevant signed Quote/Statement of Work. If no Expiry Date is set out, each individual Contract shall be deemed to have started upon the commencement of work (the Commencement Date), and shall continue on a three month rolling basis and subject to a 60 day written notice period;
Fault a fault or error and/or bug in any Software and shall include anything that causes the Software or Services not to operate fully or in accordance with this MSA or any Contract;
Fees the fees payable by the Customer to the Supplier in accordance with clause 7 and any Statement of Work;
Force Majeure Event means any event, circumstance or cause beyond a Party’s reasonable control, including but not limited to acts of God, fire, flood, war, acts of terrorism, riot, civil commotion, governmental actions, labour disputes (save where such disputes involve the personnel of the non-performing Party), epidemics, pandemics, any changes in law or regulations arising from any of the foregoing, and any similar events beyond the control of the non-performing Party;
Initial Term The period of time outlined in the separate Quote/Statement of Works.
Intellectual Property Rights all copyright and other intellectual property rights, howsoever arising and in whatever media (whether registered or unregistered), including patent rights, domain names, copyright protected material, trade and service marks, trade names,  trade colour, trade dress, database rights, moral rights, trade secrets, distinctive marks, symbols, rights in trade names, logos and design rights, rights in software, database rights, designs, goodwill, know how, licenses, databases and all other intellectual property rights, and any applications for the protection or registration of these rights and all renewals and extensions of them throughout the world;
MSA this Master Services Agreement, including the Schedules, together with any Contract in force from time to time;
Price the price specified for the Services to be supplied as set out in the relevant Statement of Work, as increased from time to time in accordance with clause 8 or as otherwise permitted in a Contract;
Services any and all IT services specified in each Contract to be supplied by the Supplier under this MSA and any Contract, including any Additional Services;
Software any software supplied by the Supplier to the Customer as part of delivering Services in accordance with a Contract;
signed Quote/Statement of Work the specific provisions of a particular Contract, as agreed between and signed by the Parties in relation to each Contract. In lieu of a signed Quote/Statement of Works, written acceptance of proposed work shall act as acceptance of this MSA;
Supplier’s Representative the person nominated by the Supplier as set out in the Statement of Work or such other contact nominated by the Supplier from time to time; and
Term the term of the MSA or any individual Contract, as the case may be, as set out in clause 2;
Working Week A Working Week is measured by five days, with 6.5 hours in each day;
Work Product the elements to be developed by the Supplier for the Customer as part of the supply of the Services, which may include, as applicable, any or all of the following: the Software, drafts, notes, materials, mock-ups, designs, inventions, patents, code, and anything else that the Supplier conceives, creates, designs, develops, invents or works on as part of the supply of the Services.
  1. Clause and Schedule headings shall not affect the interpretation of this MSA.
  2. References to clauses and Schedules are to clauses of and Schedules to this MSA and references to paragraphs and Parts are to paragraphs and Parts of the relevant Schedule.
  3. The Schedules form part of this MSA and shall have effect as if set out in full in the body of this MSA. Any reference to this MSA includes the Schedules.
  4. A reference to "this MSA" or to any other agreement or document referred to in this MSA is a reference to this MSA or such other agreement or document as varied, superseded or novated (in each case, other than in breach of the provisions of this MSA or the provisions of the agreement or document in question, as appropriate) from time to time.
  5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
  7. A "person" includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
  8. A reference to a "party" means an original party to this MSA and “parties” shall be construed accordingly.
  9. A reference to a "company" shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  10. A reference to "writing" or "written" includes email.
  11. A reference to “good faith and fair dealing” means a standard of conduct of a party characterised by honesty, openness and consideration for the interests of the other party.
  12. Any words following the terms "including", " include"," in particular" or "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  13. Where the context permits, "other" and "otherwise" are illustrative and shall not limit the sense of the words preceding them.
  14. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time provided that, as between the parties, no such amendment, extension or re-enactment made after the date of this MSA shall apply for the purposes of this MSA to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.