Master Services Agreement (UK)
Updated 30 July 2026
This is a Master Services Agreement (MSA) template designed for recurring services or multiple projects under a framework structure in England and Wales. It establishes core legal terms including intellectual property rights, liability, and data protection, while specific tasks are defined in subsequent Statements of Work (SOW).
MASTER SERVICES AGREEMENT (UK)
Governed by the law of England and Wales
Note: This template is the framework half of a two-document structure. It sets the terms that apply to every piece of work, and each individual project or workstream is ordered under a separate Statement of Work. Use it where the Supplier will deliver repeat services, multiple projects over time, or several workstreams that each need their own scope and price. For a one-off engagement with a single fixed scope, a standalone services agreement is simpler. Complete every yellow field, choose one Option in each Option block and delete the others, then complete Schedule 1. Schedule 2 is the Statement of Work pro-forma.
0. PARTIES
This Master Services Agreement (the "Agreement") is made on [effective date] between:
(1) [full legal name of the client], a company incorporated in England and Wales with company number [company number of the client] whose registered office is at [registered office address of the client] (the "Client"); and
(2) [full legal name of the supplier], [supplier entity description (e.g. a company incorporated in england and wales with company number [number], [or a sole trader trading as (trading name)]whose registered or principal address is at [registered or principal address of the supplier] (the "Supplier").
Each a "Party" and together the "Parties".
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following words have the following meanings:
"Acceptance Criteria" the objective criteria for accepting a Deliverable, as set out in the relevant Statement of Work.
"Agreement" this document and its Schedules, together with each Statement of Work.
"Background IPR" Intellectual Property Rights owned or licensed by a Party that exist before the Effective Date or that are created independently of this Agreement, including a Party's tools, methodologies, frameworks, and reusable components.
"Business Day" any day other than a Saturday, Sunday, or public holiday in England and Wales.
"Change" any change to the scope, Deliverables, timetable, or Charges under a Statement of Work.
"Charges" the amounts payable by the Client to the Supplier, as set out in Schedule 1 and in each Statement of Work.
"Confidential Information" any non-public information disclosed by one Party to the other (in any form) that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
"Deliverables" the reports, software, documentation, designs, materials, and other work product that the Supplier is required to deliver under a Statement of Work.
"Effective Date" the date stated at the top of this Agreement.
"Foreground IPR" Intellectual Property Rights created by the Supplier (alone or with others) in the Deliverables in performing the Services.
"Intellectual Property Rights" all patents, copyrights, database rights, trade marks, design rights, rights in confidential information and trade secrets, domain names, and all other intellectual property rights, registered or unregistered, anywhere in the world.
"Personal Data" has the meaning given to it in the United Kingdom General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018 ("DPA 2018").
"Services" the services described in a Statement of Work.
"Statement of Work" a document agreed and signed by both Parties under Clause 3 which describes a specific piece of work, identified by title and version or date. Also referred to as a "SOW".
"Term" the period described in Clause 14.1.
1.2 Clause headings do not affect interpretation. A reference to legislation is a reference to it as amended or re-enacted from time to time. "Including" and "in particular" are illustrative and do not limit the words that precede them. A reference to writing includes email.
2. STRUCTURE OF THE AGREEMENT AND PRECEDENCE
2.1 This Agreement sets out the terms that apply to all Services. It does not by itself oblige the Client to order any Services or the Supplier to perform any. Work is ordered under a Statement of Work.
2.2 This Agreement is made up of the following documents, and in the event of any conflict or ambiguity between them, a document higher in this list takes precedence over one lower in the list, but only to the extent of the inconsistency:
(a) the Clauses of this Agreement;
(b) Schedule 1 (Key Commercial Terms);
(c) any Statement of Work; and
(d) any other document expressly incorporated by a Statement of Work.
Note: This ordering means a Statement of Work cannot quietly override the liability cap, the IP position, or the data protection terms. Where the Parties genuinely intend a SOW to vary a Clause, Clause 2.3 sets out the only way to do it. Reversing this order so that the SOW wins is a common request from clients who want flexibility, and it is the single easiest way for a carefully negotiated risk position to be undone by a project manager filling in a template.
2.3 A Statement of Work varies a Clause of this Agreement only if it states expressly that it varies that Clause, identifies the Clause by number, and is signed by an authorised signatory of each Party. A variation applies only to the Services under that Statement of Work.
2.4 No other terms apply. No terms put forward by either Party in a purchase order, order acknowledgement, invoice, portal, delivery note, or similar document form part of this Agreement, even if that document is signed or acted on. Use of a purchase order number is for the Client's administrative convenience only.
Note: Without this Clause, a purchase order carrying the Client's own standard terms can start a battle of forms, and the winner is often decided by whichever document was sent last before performance began. This Clause settles the question up front.
3. STATEMENTS OF WORK
3.1 Each Statement of Work shall identify itself by title and by version number or date, refer to this Agreement, and set out, as a minimum, the scope of the Services, the Deliverables, the timetable, the Charges and payment triggers, any Acceptance Criteria, the Client dependencies, and any Client Personal Data to be processed.
Note: Identifying each SOW by title and version, and having it refer back to this Agreement, is what makes the precedence rule in Clause 2.2 work in practice. Where a SOW is amended, issue a new version rather than editing in place, so it stays clear which version governs which work.
3.2 A Statement of Work takes effect when signed by both Parties. Until then neither Party is obliged to perform or pay for the work it describes.
3.3 The Supplier shall not start work, and the Client is not liable for any Charges, before the relevant Statement of Work is signed, unless the Client instructs the Supplier in writing to begin and confirms the basis on which the work will be charged.
3.4 Each Statement of Work is a separate contract incorporating the terms of this Agreement. Termination of one Statement of Work does not terminate this Agreement or any other Statement of Work, unless this Agreement says otherwise.
4. SERVICES AND STANDARD OF PERFORMANCE
4.1 The Supplier shall perform the Services and deliver the Deliverables in accordance with the relevant Statement of Work, using reasonable skill and care and personnel with the necessary skills, qualifications, and experience.
Note: Under section 13 of the Supply of Goods and Services Act 1982, a supplier acting in the course of a business carries out a service with reasonable care and skill. That implied term still applies to business to business contracts, because the definition in section 12(1) excludes only consumer contracts covered by the Consumer Rights Act 2015. Stating the standard expressly makes it visible to both Parties rather than leaving it to statute.
4.2 Timetable. The Supplier shall use reasonable endeavours to meet the dates in a Statement of Work. Dates are estimates unless the Statement of Work states expressly that a date is binding.
Note: Making every date binding sounds attractive to a client but is rarely accepted, and where it is accepted it is usually priced for. The workable position is to make a small number of genuinely critical milestones binding in the SOW and leave the rest as targets. If a date is to be binding, say what happens if it is missed, because a binding date with no consequence adds nothing.
4.3 Subcontracting. The Supplier may subcontract performance of any part of the Services with the Client's prior written consent, not to be unreasonably withheld. The Supplier remains responsible for the acts and omissions of its subcontractors as if they were its own.
4.4 Key personnel. Where a Statement of Work names key personnel, the Supplier shall not replace them without the Client's prior written consent, not to be unreasonably withheld, except where the individual leaves the Supplier's employment or is unavailable through illness or other cause outside the Supplier's control. Any replacement shall be of comparable skill and experience.
5. CHANGE CONTROL
5.1 Either Party may request a Change by written notice describing it. The Supplier shall respond within a reasonable period with a written assessment of the effect of the Change on the Charges, the timetable, the Deliverables, and any other term of the relevant Statement of Work.
5.2 A Change takes effect only when both Parties have signed a written change note recording it. Until then the Parties shall continue to perform in accordance with the existing Statement of Work.
5.3 The Supplier is not obliged to begin work on a requested Change before it is agreed in writing, and is not liable for any delay to the existing timetable caused by the time taken to assess or agree a Change.
Note: Scope disputes are the most common source of argument on a services engagement, and they almost always start with work that was requested informally and performed without a change note. The discipline that prevents it is simple: no signed change note, no work, no charge.
6. ACCEPTANCE
6.1 Application. This Clause 6 applies only where a Statement of Work sets out Acceptance Criteria for a Deliverable. Where it does not, the Deliverable is accepted on delivery.
6.2 Review. The Client shall review each Deliverable against its Acceptance Criteria and shall notify the Supplier in writing within [acceptance review period (business days)] Business Days of delivery either that it accepts the Deliverable or that it rejects it, specifying which Acceptance Criteria are not met. If the Client does not respond within that period, the Deliverable is treated as accepted.
6.3 Rejection. If the Client rejects a Deliverable, the Supplier shall correct it and re-submit it within a reasonable period, and Clause 6.2 applies again to the re-submitted Deliverable. If the Supplier fails to meet the Acceptance Criteria after [number of correction attempts (e.g. two)] attempts, the Client may, as its sole remedies, (a) accept the Deliverable subject to an agreed reduction in the Charges, or (b) terminate the relevant Statement of Work and recover the Charges paid for that Deliverable.
Note: Acceptance testing only works where the criteria are objective and written down in the SOW before work starts. Criteria such as "to the Client's satisfaction" cannot be tested and turn acceptance into an unlimited right of refusal. If a Deliverable cannot be described in objective terms, it is usually better to leave Acceptance Criteria out of the SOW altogether so that Clause 6.1 applies and the warranty in Clause 12 carries the quality risk instead.
6.4 Use of a Deliverable by the Client in its live business operations amounts to acceptance of that Deliverable.
7. CHARGES, INVOICING AND PAYMENT
7.1 Charging model. Each Statement of Work shall state which of the following applies to the Services it covers.
Option A (fixed price): The Client shall pay the fixed price set out in the Statement of Work, invoiced on the payment triggers it specifies. The fixed price covers the scope described in that Statement of Work only, and work outside that scope is chargeable through the change control process in Clause 5.
Option B (time and materials): The Client shall pay for time properly spent at the rates set out in Schedule 1 or the Statement of Work, invoiced monthly in arrears against a summary of time spent. Where the Statement of Work states an estimate or a not-to-exceed figure, the Supplier shall notify the Client before that figure is reached and shall not exceed it without the Client's written approval.
Option C (recurring fee): The Client shall pay the recurring fee set out in the Statement of Work for the period it covers, invoiced in advance.
Note: Fixed price transfers delivery risk to the Supplier and is priced accordingly. Time and materials transfers scope risk to the Client, which is why the not-to-exceed mechanic matters: without it, a time and materials SOW has no financial ceiling. A single Agreement can carry different models across different Statements of Work.
7.2 Payment. The Client shall pay each undisputed invoice within [payment period (days, e.g. 30)] days of receipt of a valid invoice. All Charges are exclusive of VAT, which the Client shall pay at the applicable rate against a valid VAT invoice.
7.3 Disputed invoices. If the Client disputes an invoice in good faith it shall notify the Supplier within ten Business Days of receipt, giving reasons, and shall pay the undisputed part by the due date. The Parties shall escalate any amount still in dispute after 20 Business Days under Clause 15.9.
7.4 Late payment. If the Client fails to pay an undisputed invoice by the due date, the Supplier may charge statutory interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend performance under Clause 7.5.
Note: Statutory interest runs at 8 per cent per annum over the official dealing rate. The reference rate is fixed rather than floating: the rate in force on 30 June applies to interest starting between 1 July and 31 December, and the rate in force on 31 December applies to interest starting between 1 January and 30 June. Fixed compensation of between 40 and 100 pounds per invoice is also payable depending on the size of the debt. A contractual interest rate can replace the statutory one only if it provides a substantial remedy, so relying on the statutory right is usually the safer drafting choice.
7.5 Suspension. If an undisputed invoice remains unpaid more than [suspension trigger period (days, e.g. 30)] days after the due date, the Supplier may suspend the Services on ten Business Days' written notice until payment is made. Suspension does not relieve the Client of its payment obligations, and the timetable shall be extended by the period of suspension.
7.6 Expenses. The Client shall reimburse expenses reasonably incurred by the Supplier in performing the Services where the relevant Statement of Work provides for them and the Client has approved them in writing in advance. The Supplier shall supply receipts on request.
8. CLIENT RESPONSIBILITIES AND DEPENDENCIES
8.1 The Client shall provide the access, information, materials, decisions, approvals, facilities, and personnel identified as Client dependencies in the relevant Statement of Work, in each case by the dates it specifies.
8.2 If the Client fails to meet a dependency, and that failure delays or increases the cost of the Services, the Supplier is not liable for the resulting delay, may extend the timetable by a reasonable period, and may recover the additional costs reasonably incurred, provided that the Supplier notifies the Client promptly on becoming aware of the failure and takes reasonable steps to mitigate its effect.
Note: The notify and mitigate condition is what makes this Clause acceptable to a client. Without it, a supplier can accumulate a relief claim silently and present it at the end of the project. Requiring prompt notice gives the Client the chance to fix the dependency before cost is incurred.
9. INTELLECTUAL PROPERTY
9.1 Background IPR. Each Party retains ownership of its Background IPR. Neither Party acquires any right in the other's Background IPR except as expressly set out in this Agreement.
9.2 Foreground IPR.
Option A (assignment to the Client): The Supplier assigns to the Client, with full title guarantee and by way of present and future assignment, all right, title, and interest in the Foreground IPR. The assignment takes effect on payment in full of the Charges relating to the relevant Deliverable. The Supplier shall execute any further document the Client reasonably requires to give effect to this assignment.
Option B (licence to the Client): The Supplier retains ownership of the Foreground IPR and grants the Client, on payment in full of the Charges relating to the relevant Deliverable, a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use, copy, modify, and maintain the Deliverables for its internal business purposes, with the right to sub-licence to its group companies and to suppliers acting on its behalf.
Note: Option A is the usual position for bespoke development or consultancy output the Client commissioned and paid for. Option B is common where the Supplier builds on a proprietary platform or reuses components across customers, and it generally supports a lower price. An assignment of copyright is only effective if it is in writing and signed by the assignor, which signing this Agreement satisfies. Tying the transfer to payment gives the Supplier leverage on an unpaid invoice, and Clause 9.3 stops that leverage from stalling the Client's project.
9.3 Licence pending payment. Until Foreground IPR transfers or is licensed under Clause 9.2, the Supplier grants the Client a non-exclusive licence to use the relevant Deliverables for the purpose for which they were commissioned. That licence ends if the Client fails to pay undisputed Charges for that Deliverable within 30 days of the due date.
9.4 Background IPR embedded in Deliverables. Where a Deliverable incorporates the Supplier's Background IPR, the Supplier grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use that Background IPR to the extent necessary to use and maintain the Deliverable for the purpose for which it was created.
Note: This licence is what makes Option A workable. Without it a Client can own the Deliverable outright and still be unable to use it, because the Deliverable depends on a Supplier framework or library the Client has no right to. Suppliers should list any Background IPR they expect to embed in the relevant Statement of Work so the position is known before delivery.
9.5 Rights from personnel and subcontractors. The Supplier warrants that it has obtained, and shall obtain, from every employee, subcontractor, and contributor involved in creating a Deliverable a written assignment of the Intellectual Property Rights in their contribution sufficient to allow the Supplier to grant the rights set out in this Clause 9.
Note: The author of a work is its first owner, and the exception for employees does not extend to contractors. A supplier who uses freelance developers or designers cannot pass clean title to the Client unless it has taken written assignments from them first.
9.6 Third party and open source materials. The Supplier shall identify in the relevant Statement of Work any third party or open source materials it will incorporate into a Deliverable, together with the licence terms that apply. The Supplier shall not incorporate any material whose licence would require the Client to disclose, license, or make available its own source code or proprietary materials, without the Client's prior written consent.
10. CONFIDENTIALITY
10.1 Each Party shall keep the other's Confidential Information confidential, use it only to perform this Agreement, and disclose it only to those of its personnel, subcontractors, and professional advisers who need it for that purpose and who are bound by equivalent obligations. These obligations do not apply to information that is or becomes public through no breach of this Agreement, was already lawfully held free of restriction, is independently developed without use of the other Party's Confidential Information, or is required to be disclosed by law, a court, or a regulator, provided that the disclosing Party gives what notice it lawfully can. These obligations continue for three years after this Agreement ends, and indefinitely in respect of information that constitutes a trade secret.
11. DATA PROTECTION
11.1 Application.
Option A (no Client Personal Data): The Supplier will not process Personal Data on the Client's behalf. If that changes, the Parties shall agree and sign data processing terms meeting the requirements of Article 28 of the UK GDPR before any processing begins.
Option B (Supplier acts as processor): The Supplier processes Personal Data on the Client's behalf. The Client is the controller and the Supplier is the processor. The processing details required by Article 28(3) of the UK GDPR are set out in Part G of Schedule 1 or in the relevant Statement of Work, and Clauses 11.2 to 11.4 apply.
Note: Where different Statements of Work involve different processing, record the Article 28(3) details in each Statement of Work rather than in Schedule 1, and say so in Part G. One set of processing details covering every workstream is usually inaccurate by the second project.
11.2 Processor obligations. Where Option B applies, the Supplier shall:
(a) process Personal Data only on the Client's documented instructions, including in relation to transfers outside the United Kingdom, unless required to do otherwise by law, in which case it shall inform the Client first unless the law prohibits it;
(b) ensure that personnel authorised to process the Personal Data are bound by a duty of confidentiality;
(c) implement the technical and organisational measures required by Article 32 of the UK GDPR;
(d) not engage a sub-processor without the Client's prior written authorisation, and shall impose on any authorised sub-processor the same obligations as those in this Clause 11;
(e) assist the Client, taking into account the nature of the processing, in responding to requests from data subjects exercising their rights under Articles 15 to 22 of the UK GDPR;
(f) assist the Client in complying with its obligations under Articles 32 to 36 of the UK GDPR, including security, breach notification, and data protection impact assessments;
(g) at the Client's election, delete or return all Personal Data at the end of the Services and delete all existing copies, unless required by law to retain them; and
(h) make available to the Client all information necessary to demonstrate compliance with Article 28 of the UK GDPR, and allow for and contribute to audits and inspections conducted by the Client or an auditor it mandates.
11.3 Breach notification. The Supplier shall notify the Client without undue delay, and in any event within [breach notification period (hours, e.g. 48)] hours, of becoming aware of a personal data breach affecting Personal Data processed on the Client's behalf, and shall include the nature of the breach, the categories and approximate numbers affected, the likely consequences, and the measures taken or proposed.
Note: The eight obligations in Clause 11.2 are the mandatory items in Article 28(3)(a) to (h) of the UK GDPR. The audit right in item (h) is the item most often left out. The window in Clause 11.3 is a contractual addition supporting item (f), not a ninth statutory item: the Client's own deadline for reporting to the regulator is 72 hours from becoming aware, so a shorter window from the Supplier leaves time to assess before reporting.
11.4 International transfers. The Supplier shall not transfer or otherwise process Personal Data outside the United Kingdom without the Client's prior written consent. Where consent is given, the transfer shall take place only under an appropriate transfer mechanism, such as an adequacy regulation, the International Data Transfer Agreement, or the UK Addendum to the EU Standard Contractual Clauses, together with any transfer risk assessment required.
12. WARRANTIES AND INDEMNITIES
12.1 Each Party warrants that it has the authority to enter into this Agreement and to perform its obligations under it.
12.2 Services warranty. The Supplier warrants that the Services will be performed with reasonable skill and care and that each Deliverable will conform in all material respects with the relevant Statement of Work for a period of [warranty period (days, e.g. 90)] days after acceptance or delivery. The Supplier's sole obligation, and the Client's sole remedy, for breach of this warranty is that the Supplier shall re-perform the affected Services or correct the affected Deliverable at no additional charge, provided the Client notifies the Supplier within the warranty period.
Note: Ninety days is the common warranty period for professional services in UK small business agreements, with twelve months seen on software and product-adjacent work. A re-performance remedy is the market position: it keeps the Supplier's exposure proportionate to the fee while giving the Client a real fix. Note that this remedy sits alongside, and does not replace, the Client's right to claim for breach of any other term.
12.3 IPR indemnity. The Supplier shall indemnify the Client against any loss, damage, and reasonable costs arising from a third party claim that a Deliverable infringes that third party's Intellectual Property Rights, provided that the Client notifies the Supplier promptly, does not admit liability, and allows the Supplier to conduct the defence and any settlement. This indemnity does not apply to a claim arising from the Client's materials, from use of a Deliverable outside the purpose for which it was created, or from modification of a Deliverable by anyone other than the Supplier.
Note: The three conditions on the indemnity are standard and matter in practice: a supplier that is told about a claim late, after liability has been admitted, cannot run the defence it would have chosen. The three carve-outs prevent the Supplier from underwriting risks the Client created.
12.4 Mitigation of an infringement claim. If a Deliverable becomes, or the Supplier reasonably believes it may become, the subject of a claim under Clause 12.3, the Supplier may at its own cost procure the right for the Client to continue using it, or modify or replace it so that it no longer infringes while remaining materially equivalent in function. If neither is achievable on reasonable commercial terms, either Party may terminate the affected Statement of Work and the Supplier shall refund the Charges paid for the affected Deliverable.
13. LIMITATION OF LIABILITY
13.1 Uncapped liabilities. Nothing in this Agreement limits or excludes either Party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.
Note: A party cannot exclude or restrict liability for death or personal injury resulting from negligence, under section 2(1) of the Unfair Contract Terms Act 1977. That carve-out is mandatory, and a cap drafted without it puts the enforceability of the whole clause at risk.
13.2 Excluded losses. Subject to Clause 13.1, neither Party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss or corruption of data, or any indirect or consequential loss, in each case whether arising in contract, tort (including negligence), or otherwise.
Note: Loss or corruption of data is listed here as an excluded loss, which suits a Supplier. Clients frequently negotiate it out, or carve out the cost of restoring data from backup, on the basis that data loss is exactly the harm a services supplier is best placed to prevent. Decide this deliberately rather than leaving the default in place unexamined.
13.3 Cap. Subject to Clause 13.1, each Party's total aggregate liability arising out of or in connection with this Agreement and all Statements of Work, whether in contract, tort (including negligence), or otherwise, shall not exceed [liability cap multiplier (e.g. one times)] the total Charges paid or payable under the relevant Statement of Work in the twelve months immediately preceding the event giving rise to the claim. The cap does not apply to (a) the Client's obligation to pay undisputed Charges properly invoiced under this Agreement, or (b) any liability under Clause 13.1.
Note: One times the Charges paid in the preceding twelve months is the common position in UK small business services agreements, with two times used for higher-risk engagements. The choice between a cap calculated per Statement of Work and a single cap across the whole Agreement matters more than the multiplier: a per-SOW cap suits a framework carrying many small unrelated projects, while a single aggregate cap suits a Client that wants certainty about total exposure. This Clause uses a per-SOW cap. Parties commonly lift the cap for breach of confidentiality, breach of the data protection obligations, or the IPR indemnity in Clause 12.3, and any such carve-out should be checked against Clause 13.2 so that widening the cap is not cancelled out by the exclusion of indirect loss.
13.4 The Parties agree that the exclusions and limits in this Clause 13 are reasonable having regard to the Charges payable, the availability of insurance to each Party, and the allocation of risk between them, and that each Party has had the opportunity to take independent advice and to negotiate a different allocation for a different price.
Note: The reasonableness test under the Unfair Contract Terms Act 1977 looks at bargaining strength, whether the customer knew of the term, whether any inducement was offered, and whether insurance was realistically available. A clause recording why the allocation is reasonable is not conclusive, but it puts the relevant factors on the record, which is worth having if the cap is ever challenged.
14. TERM, TERMINATION AND EXIT
14.1 Term. This Agreement starts on the Effective Date and continues until terminated under this Clause 14. Termination of this Agreement does not terminate any Statement of Work in force at the date of termination, which continues on the terms of this Agreement until it expires or is terminated. Either Party may terminate this Agreement for convenience on not less than [termination notice period (days, e.g. 60)] days' written notice, but may not by doing so terminate any Statement of Work then in force.
Note: Separating the two is what makes a framework agreement work. Terminating the Agreement stops new work being ordered; it does not abandon a project that is half delivered. If the Parties want termination of the Agreement to end everything, say so expressly and agree what happens to work in progress.
14.2 Termination for breach. Either Party may terminate this Agreement or any Statement of Work immediately by written notice if the other commits a material breach of it which is irremediable, or which is remediable and is not remedied within 30 days of written notice requiring it to be remedied.
14.3 Client termination on Supplier insolvency. The Client may terminate this Agreement or any Statement of Work immediately by written notice if the Supplier:
(a) is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986 (where the Supplier is a company) or section 268 of that Act (where the Supplier is an individual);
(b) being a company, enters administration, receivership, or liquidation other than for a solvent reconstruction, proposes a company voluntary arrangement, obtains a moratorium under Part A1 of the Insolvency Act 1986, or proposes a scheme of arrangement or restructuring plan under Part 26 or Part 26A of the Companies Act 2006;
(c) being an individual or a sole trader, proposes an individual voluntary arrangement under Part VIII of the Insolvency Act 1986, or has a bankruptcy petition presented or a bankruptcy order made against them; or
(d) ceases, or threatens to cease, to carry on all or a substantial part of its business.
14.4 Supplier's position on Client insolvency. The Supplier's right to terminate this Agreement or any Statement of Work, or to suspend or vary the Services, on the ground that the Client has entered a relevant insolvency procedure is subject to section 233B of the Insolvency Act 1986. The Supplier shall not make it a condition of continued supply that the Client pays Charges outstanding before the start of that procedure. Nothing in this Clause prevents the Supplier from terminating with the consent of the Client, the consent of the office-holder, or the permission of the court.
Note: The restriction in section 233B of the Insolvency Act 1986 was inserted by the Corporate Insolvency and Governance Act 2020, came into force on 26 June 2020, and was amended in March 2024. It stops a supplier of goods or services from terminating the contract, or from doing so under a right that arose before the procedure began, just because the customer has entered a relevant insolvency procedure, and it prohibits demanding payment of pre-insolvency arrears as a condition of continued supply. The routes out are consent from the customer or the office-holder, or a court order on the ground of hardship. This is why Clause 14.3 and Clause 14.4 are drafted asymmetrically: an insolvency termination right that reads the same in both directions is unenforceable in one of them. Suspension for non-payment under Clause 7.5 is a separate right based on non-payment rather than on insolvency, but it should not be used as a way around section 233B.
14.5 Consequences. On termination or expiry, the Client shall pay for all Services performed and all Deliverables delivered up to the effective date of termination, together with any non-cancellable commitments the Supplier has properly made on the Client's behalf.
14.6 Exit. On termination or expiry of this Agreement or of any Statement of Work, or earlier on request, the Supplier shall promptly:
(a) deliver to the Client all Deliverables completed or in progress, and the work in progress the Client has paid for;
(b) return or, at the Client's election, irretrievably destroy all Confidential Information of the Client, including copies, and delete or return Personal Data in accordance with Clause 11.2(g);
(c) revoke or transfer all access the Supplier and its personnel have to the Client's systems, accounts, credentials, and premises;
(d) provide reasonable transition assistance to the Client or to an incoming supplier for up to [transition assistance period (days, e.g. 60)] days after termination, chargeable at the rates in Schedule 1; and
(e) certify in writing that it has complied with this Clause 14.6 if the Client requests.
14.7 Employment on exit. Each Party shall provide the other with the information reasonably required to establish whether the Transfer of Undertakings (Protection of Employment) Regulations 2006 apply on termination or expiry of this Agreement or of any Statement of Work, or on any change of supplier.
Note: Where a supplier performs an identifiable, continuing activity for a client using an organised group of employees, terminating or re-tendering that work can be a service provision change under regulation 3(1)(b) of the Transfer of Undertakings (Protection of Employment) Regulations 2006. If it is, the employees assigned to that work can transfer automatically to the Client or to an incoming supplier, with their employment terms intact. The conditions in regulation 3(3) include that there is an organised grouping of employees in Great Britain whose principal purpose is carrying out the activities for that client, that the client intends the activities to continue, that the work is not a single short-term task, and that it does not consist wholly or mainly of supplying goods. This is most likely to bite on managed services, outsourced functions, and long-running embedded teams, and is unlikely to arise on short discrete projects. Work out whether the Regulations apply before serving notice, not after. A transfer happens automatically as a matter of law once the conditions are met, the Parties cannot agree that it will not happen, and the liability for any employee who transfers sits with whoever receives the activity.
14.8 Survival. Clauses 9, 10, 11, 13, 14.5, 14.6, 14.7, and 15, and any other provision intended to survive, continue after this Agreement ends.
15. GENERAL
15.1 Entire agreement. This Agreement and each Statement of Work are the entire agreement between the Parties and supersede all previous agreements and understandings relating to their subject matter. Each Party acknowledges that it has not relied on any statement or representation not set out in this Agreement. Nothing in this Clause 15.1 limits or excludes liability for fraudulent misrepresentation.
Note: A term excluding liability for misrepresentation is effective only if it satisfies the reasonableness test, under section 3 of the Misrepresentation Act 1967. An entire agreement clause does not automatically wipe out pre-contractual statements, and it can never exclude fraud. Where a Party has relied on a specific statement made during procurement, the safe course is to write it into the relevant Statement of Work rather than to assume the clause disposes of it.
15.2 Assignment. Neither Party may assign or otherwise transfer its rights or obligations under this Agreement without the other's prior written consent, which shall not be unreasonably withheld. Either Party may assign to a purchaser of all or substantially all of its business on written notice.
15.3 Variation. No variation of this Agreement is effective unless it is in writing and signed by both Parties. Changes to a Statement of Work are made under Clause 5.
15.4 Waiver and severance. A failure or delay in exercising a right does not waive it. If any provision is or becomes invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable, or if that is not possible, deleted, and the rest of this Agreement continues in force.
15.5 Third party rights. No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to it.
15.6 Independent contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between them, and neither Party may bind the other.
15.7 Notices. Notices shall be in writing and sent to the recipient's registered office or to the contact below, and are deemed received on delivery if delivered by hand, at 9.00 am on the second Business Day after posting if sent by pre-paid first class post, or at the time of transmission if sent by email during Business Hours on a Business Day (otherwise when Business Hours next resume). For the Client: [notice contact name of the client], [notice email address of the client]. For the Supplier: [notice contact name of the supplier], [notice email address of the supplier].
15.8 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
15.9 Escalation. Before starting proceedings, other than for an injunction or to recover an undisputed debt, the Parties shall escalate the dispute to a senior representative of each Party, who shall meet within ten Business Days to try to resolve it.
SIGNED BY THE PARTIES
For and on behalf of the Client
Signature:
Name: [signatory name of the client]
Title: [signatory title of the client (e.g. director)]
Date: [signature date of the client]
For and on behalf of the Supplier
Signature:
Name: [signatory name of the supplier]
Title: [signatory title of the supplier (e.g. director)]
Date: [signature date of the supplier]
SCHEDULE 1 - KEY COMMERCIAL TERMS
Part A - Parties and Term
Effective Date: [effective date]
Client: [full legal name of the client]
Supplier: [full legal name of the supplier]
Termination notice period (Clause 14.1): [termination notice period (days, e.g. 60)]
Part B - Delivery and Acceptance
Acceptance review period (Clause 6.2): [acceptance review period (business days)]
Correction attempts before remedy (Clause 6.3): [number of correction attempts (e.g. two)]
Warranty period (Clause 12.2): [warranty period (days, e.g. 90)]
Part C - Charges and Payment
Standard rate card: [standard rate card (roles and day rates)]
Payment period (Clause 7.2): [payment period (days, e.g. 30)]
Suspension trigger (Clause 7.5): [suspension trigger period (days, e.g. 30)]
Part D - Intellectual Property
Foreground IPR option chosen (Clause 9.2): [ip option chosen (a - assignment, or b - licence)]
Supplier Background IPR expected to be embedded: [supplier background ipr list (or state 'none')]
Part E - Liability
Liability cap multiplier (Clause 13.3): [liability cap multiplier (e.g. one times)]
Cap basis: [cap basis (per statement of work, or aggregate across the agreement)]
Part F - Exit
Transition assistance period (Clause 14.6(d)): [transition assistance period (days, e.g. 60)]
Part G - Data Protection (Article 28 Processing Details)
Data protection option chosen (Clause 11.1): [data protection option chosen (a - no processing of client personal data, or b - supplier acts as data processor)]
If Option B, the following five fields are mandatory under Article 28(3) of the UK GDPR. Where processing differs between Statements of Work, state "as set out in each Statement of Work" here and complete the fields in each one.
Subject matter of processing: [subject matter of processing (e.g. provision of managed it support services)]
Duration of processing: [duration of processing (e.g. the term of the relevant statement of work, until deletion on termination)]
Nature and purpose of processing: [nature and purpose of processing (e.g. hosting and administering the client's customer database)]
Types of Personal Data: [types of personal data (e.g. names, contact details, and account records of the client's customers)]
Categories of data subjects: [categories of data subjects (e.g. the client's customers and employees)]
Sub-processors approved (Clause 11.2(d)): [approved sub-processors (or state 'none approved at the date of signing')]
Breach notification period (Clause 11.3): [breach notification period (hours, e.g. 48)]
SCHEDULE 2 - STATEMENT OF WORK PRO-FORMA
Note: Copy this pro-forma for each piece of work, complete it, and have both Parties sign it. Give each Statement of Work a title and a version number or date so the precedence rule in Clause 2.2 works. Where a Statement of Work is amended, issue a new version rather than editing the existing one. A fuller standalone Statement of Work template is available separately if the engagement needs more detail than this pro-forma carries.
Statement of Work details
SOW title: [statement of work title]
SOW version or date: [statement of work version or date]
Made under: the Master Services Agreement between the Parties dated [effective date]
1. Scope of the Services
[description of the services to be performed under this statement of work]
2. Deliverables and timetable
[list of deliverables, the date for each, and whether any date is binding rather than an estimate (clause 4.2)]
3. Acceptance Criteria
[objective, testable criteria for each deliverable, or state 'none, clause 6.1 applies' if acceptance testing is not used]
4. Charges and payment triggers
[charging model chosen under clause 7.1 (a fixed price, b time and materials, or c recurring fee), the amounts, any not-to-exceed figure, and the events that trigger each invoice]
5. Client dependencies
[what the client must provide, and by when (clause 8.1)]
6. Key personnel
[named supplier personnel subject to clause 4.4, and the client's authorised approver]
7. Personal Data
[article 28(3) processing details for this statement of work, or state 'none' if no client personal data is processed]
8. Supplier Background IPR and third party materials
[background ipr to be embedded in the deliverables (clause 9.4) and any third party or open source materials (clause 9.6)]
9. Variations to the Agreement
[any clause of the agreement that this statement of work varies, identified by number as required by clause 2.3, or state 'none']
Signed for and on behalf of each Party:
Client signatory: [sow signatory name of the client]
Supplier signatory: [sow signatory name of the supplier]
Date: [sow signature date]
About this template
What is this template?
Master Services Agreement (UK) is a free, ready-to-use Commercial law template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Commercial law template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with England & Wales in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Commercial law usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.