Free UK Master Services Agreement Template (MSA + Embedded SOW)

MASTER SERVICES AGREEMENT

England And Wales  ·  With Embedded Statement Of Work  ·  2026-06-10

This Master Services Agreement (this "MSA") is made on 2026-06-10 between Northwind Digital Ltd (Companies House No. 12903842) of The Foundry, 25-27 Greville Street, London, EC1N 8RG (the "Supplier"), and Bridgewater Logistics plc (Companies House No. 02834716) of 88 Wood Street, London, EC2V 7RS (the "Customer"). The Supplier provides information technology services, including software development, system integration, infrastructure and digital transformation. This MSA establishes the legal framework that governs all services to be supplied from time to time under one or more individual Statement of Works (each, an "SOW") entered into under this MSA. The first SOW (Schedule 1) is incorporated into and forms part of this MSA on signature. The parties are contracting on a business-to-business basis at arm's length.

In this MSA, unless the context otherwise requires:

"Acceptance Tests" means the tests set out in the relevant SOW to verify that Deliverables meet the agreed Acceptance Criteria.
"Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales.
"Charges" means the fees payable by the Customer to the Supplier for the Services, as set out in each SOW.
"Customer's Group" means the Customer and any subsidiary undertaking of the Customer from time to time (sections 1162 and Schedule 7 of the Companies Act 2006).
"Deliverables" means the work product, documents, software, designs, reports and other outputs identified as deliverables in each SOW.
"Foreground IP" means all intellectual property rights created by or on behalf of the Supplier in the course of performing the Services and embodied in the Deliverables.
"Background IP" means intellectual property rights owned or licensed by the Supplier before the MSA Effective Date, or developed independently of any SOW.
"MSA Effective Date" means 2026-06-10.
"SOW" means a written Statement of Work executed by both parties under this MSA, identifying the Services, Deliverables, Charges, milestones and other commercial terms for a specific project or engagement.
"Services" means the services to be provided by the Supplier under each SOW.
"UK GDPR" means Regulation (EU) 2016/679 as retained in domestic law by section 3 of the European Union (Withdrawal) Act 2018, as amended (including by the Data (Use and Access) Act 2025).

References to statutes are to those statutes as amended, extended, re-enacted or replaced. Headings are for convenience only and do not affect interpretation.

2.1 Framework agreement. This MSA establishes the framework on which the Supplier shall, from time to time during the Term, provide Services to the Customer. No Services are commissioned by this MSA alone; Services are commissioned only on signature of an SOW.

2.2 Statement of Work mechanic. Each SOW shall: (a) identify the Services and Deliverables; (b) state the Charges and payment milestones; (c) set out target dates, Acceptance Criteria and any Service Levels; (d) identify the Customer's reasonable dependencies; and (e) be signed by either an authorised signatory or a designated project sponsor of each party.

2.3 Conflict between MSA and SOW. On any conflict between this MSA and an SOW, the SOW shall prevail in respect of the specific Services and commercial terms of that SOW. This MSA shall prevail in respect of all other matters (including IP, liability, confidentiality, data protection, compliance and governing law).

2.4 Term. This MSA commences on the MSA Effective Date and shall continue for a period of 36 months, after which it shall continue on a rolling 12-month basis unless terminated by either party on not less than ninety (90) days' written notice prior to expiry.

2.5 Standard of performance. The Supplier shall perform the Services with the reasonable care and skill of a competent supplier of services of a similar nature, in accordance with section 13 of the Supply of Goods and Services Act 1982. The Supplier shall use suitably qualified, trained and experienced personnel.

This is the first Statement of Work (Schedule 1) under the MSA dated 2026-06-10. It is incorporated into and forms part of the MSA on signature.

3.1 Project name: Warehouse Management System Modernisation.
3.2 Start date: 2026-07-01.
3.3 Target end date: 2027-03-31.

3.4 Scope of Services.
Design, build, deploy and integrate a cloud-native Warehouse Management System (WMS) replacing the Customer's legacy on-premise system. Scope includes: requirements analysis, architecture design, build (Azure-based microservices, React UI), integration with the Customer's SAP S/4HANA ERP and 3 existing carrier APIs, data migration of 4 warehouses, user acceptance testing, training of 80 warehouse operatives, and 90-day post go-live hypercare. Out of scope: SAP ERP customisation, physical RFID hardware procurement, warehouse layout redesign.

3.5 Deliverables.
(a) Solution Architecture Document (SAD) — describes the target architecture
(b) Requirements Specification — functional + non-functional
(c) Configured production WMS instance — Azure UK South
(d) Integration build — SAP S/4HANA + DPD + UPS + Royal Mail APIs
(e) Migrated production data — 4 warehouses, 12-month history
(f) UAT report and sign-off pack
(g) Training materials and trained user cohort (80 ops + 8 supervisors)
(h) Post go-live hypercare report covering 90-day period

3.6 Acceptance Criteria.
(a) SAD — sign-off by Customer's Head of IT Architecture within 10 Business Days
(b) Requirements Spec — sign-off by Customer's Operations Director
(c) WMS instance — passes UAT covering 95% of agreed test cases on first pass; remaining 5% remedied within 10 Business Days
(d) Integrations — successful round-trip test on each integration over 5 consecutive Business Days with no critical errors
(e) Data migration — 100% record count match; spot-check of 1,000 records shows < 0.1% data quality variance
(f) Training — > 90% of users pass post-training competency assessment
(g) Hypercare — < 5 P1 incidents per month over the 90-day period; < 30 minutes mean time to acknowledge

3.7 Milestones and payment triggers.
M1: Solution Architecture Document signed off — 15% (1 Sep 2026)
M2: Requirements Specification signed off — 10% (1 Oct 2026)
M3: Configured production instance + integrations complete — 30% (15 Jan 2027)
M4: UAT sign-off + data migration complete — 25% (15 Feb 2027)
M5: Training complete + go-live — 15% (15 Mar 2027)
M6: Hypercare complete — 5% (30 Jun 2027)

3.8 Customer dependencies and assumptions.
Customer to provide: (a) access to SAP S/4HANA test and production environments; (b) decision-makers for each milestone within 5 Business Days of request; (c) production-equivalent test data within 30 days of project start; (d) 80 ops + 8 supervisors available for training; (e) physical access to all 4 warehouses for go-live cutover.

The Supplier's ability to meet target dates is conditional on the Customer providing the dependencies above; failure or delay by the Customer shall extend deadlines by a reasonable equivalent period.

4.1 Charges. The Charges payable for the Services under Schedule 1 are £485,000.00, calculated on a milestone-based, payable on acceptance of each defined milestone basis. The Charges for each subsequent SOW shall be stated in that SOW.

4.2 Invoicing. The Supplier shall invoice on acceptance of each milestone Deliverable. Each invoice shall state the relevant SOW reference, the Services or milestone to which it relates, the amount due, and the VAT chargeable.

4.3 Payment terms. Invoices shall be paid in cleared funds within 30 days of the date of invoice. Time of payment is of the essence.

4.4 Disputed invoices. The Customer may withhold from any invoice the amount of any item bona fide disputed in good faith on written notice (with detailed reasons) given within ten (10) Business Days of the invoice date. Undisputed amounts shall be paid by the due date.

4.5 Late payment. Any undisputed amount not paid by the due date shall bear interest from the due date until actual payment at the Bank of England base rate plus 8% per annum, together with the fixed compensation and reasonable recovery costs under sections 5 and 5A of the Late Payment of Commercial Debts (Interest) Act 1998. The Supplier may suspend Services on five (5) Business Days' written notice if an undisputed amount remains unpaid more than thirty (30) days after the due date.

4.6 VAT and taxes. Charges are exclusive of VAT and any other applicable taxes, which the Customer shall pay in addition.

4.7 Expenses. Pre-approved out-of-pocket expenses (including travel, accommodation and subsistence) shall be reimbursed at cost on receipted production.

5.1 Deliverables and Foreground IP. All right, title and interest in and to the Deliverables and the Foreground IP shall vest in the Customer immediately on creation. The Supplier assigns, with full title guarantee, all such rights it may acquire (including by way of present assignment of future copyright under section 91 of the Copyright, Designs and Patents Act 1988).

5.2 Background IP. Each party retains all right, title and interest in its Background IP. Nothing in this MSA transfers any Background IP between the parties save as set out in Clause 11 (where the Expert section applies).

5.3 Customer-supplied materials. The Customer grants the Supplier a non-exclusive, royalty-free, worldwide licence to use Customer-supplied materials solely to perform the Services. The Customer warrants that it has the right to grant this licence.

5.4 Authoring under CDPA 1988. The parties' allocation in Clause 5.1 displaces the default authoring-ownership rule in section 11(2) of the Copyright, Designs and Patents Act 1988. The Supplier acknowledges that any present assignment under Clause 5.1 is effective under section 91 of that Act in respect of future copyright works.

6.1 Cap on aggregate liability. Subject to Clause 6.3, the aggregate liability of each party under or in connection with this MSA and all SOWs, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the aggregate Charges paid by the Customer under this MSA and all SOWs.

6.2 Excluded losses. Neither party shall be liable for any loss of profits, loss of revenue, loss of goodwill, loss of opportunity, loss of anticipated savings, loss of data (other than as required for breach of UK GDPR), pure economic loss or any indirect or consequential losses, whether or not the possibility of such loss was contemplated.

6.3 No exclusion for fraud, etc. Nothing in this MSA excludes or limits liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; (c) any liability that cannot lawfully be excluded; or (d) the Customer's obligation to pay undisputed Charges.

6.4 Reasonableness. The parties expressly acknowledge (as sophisticated businesses contracting at arm's length) that the limitations in this Clause are reasonable for the purposes of section 3 of the Unfair Contract Terms Act 1977.

7.1 Service Levels. Where Services include continuous availability (managed services, SaaS, support), the Supplier shall maintain availability of not less than 99.9% measured monthly, excluding scheduled maintenance windows of which the Supplier gives reasonable advance notice.

7.2 Maintenance windows. Planned maintenance shall be scheduled outside the Customer's ordinary business hours where reasonably practicable.

7.3 Service Credits. Failure to meet the availability target in any calendar month shall entitle the Customer to service credits applied to the next invoice: (a) availability between 99.0% and the target — 5% of the monthly Charges; (b) availability between 98.0% and 99.0% — 10%; (c) availability below 98.0% — 25%. Service Credits are the Customer's sole and exclusive remedy for breach of the availability target, save for the right to terminate where availability falls below 95% in any rolling three-month period.

8.1 Changes. Either party may propose a change to the scope, Charges, timeline or other commercial terms of an SOW by serving a written Change Request setting out the proposed change and (where the Supplier is the proposer) the impact on Charges and timeline.

8.2 Approval. A Change Request shall take effect only when accepted in writing by both parties' authorised signatories or designated project sponsors, at which point it shall constitute a variation of the SOW.

8.3 Threshold. The Supplier shall not commence any change to scope before approval. Changes with a financial impact below £10,000 or 5% of the SOW value may be agreed by email exchange between project sponsors; changes above that threshold require a counter-signed Change Request.

8.4 No scope creep. The Supplier is not obliged to perform work that is materially outside the agreed scope of an SOW without an approved Change Request. Any such work performed without approval is at the Supplier's risk.

9.1 Test period. Within five (5) Business Days of the Supplier's notification that a Deliverable is ready for testing, the Customer shall commence Acceptance Tests against the Acceptance Criteria. The Customer shall have 14 Business Days from commencement to complete testing and notify the Supplier in writing of: (a) acceptance; or (b) any failure (with reasonable detail of the defects).

9.2 Deemed acceptance. A Deliverable shall be deemed accepted if the Customer fails to notify failure within the test period, or uses the Deliverable in production beyond a reasonable evaluation purpose.

9.3 Failure remedy. If a Deliverable fails Acceptance Tests, the Supplier shall (at its cost) promptly remedy the defects and re-submit. After two failed cycles of substantially the same defect, the Customer may, at its option: (a) accept the Deliverable with a reasonable reduction in Charges reflecting the remaining defects; (b) require further remedy on agreed timescales; or (c) terminate the affected SOW and receive a refund of Charges paid for that Deliverable.

9.4 Minor defects. A Deliverable shall be deemed accepted notwithstanding minor defects that do not materially affect the Deliverable's fitness for its intended use; such defects shall be remedied during the warranty period under the relevant SOW.

10.1 Background IP licence. To the extent the Deliverables incorporate the Supplier's Background IP, the Supplier grants the Customer a non-exclusive, royalty-free, worldwide, transferable, sub-licensable licence to use that Background IP solely as embedded in or required to use the Deliverables, for the duration of the Customer's use of the Deliverables.

10.2 Open source. The Supplier shall disclose to the Customer all open-source software components incorporated in the Deliverables, together with their licence terms. The Supplier shall not incorporate copyleft-licensed components (GPL, AGPL or similar) in any way that requires the Customer to license its proprietary code under copyleft terms, without the Customer's prior written consent.

10.3 Moral rights waiver. To the extent permitted by applicable law, the Supplier shall procure the irrevocable waiver of all moral rights in the Deliverables under sections 77, 80 and 87 of the Copyright, Designs and Patents Act 1988 from each individual author.

10.4 IP infringement indemnity. The Supplier shall indemnify the Customer against any third-party claim that the Customer's use of the Deliverables (as supplied) infringes any third-party intellectual property right, up to uncapped (in respect of IP infringement only). The indemnity is conditional on: (a) the Customer promptly notifying the Supplier; (b) the Supplier having sole conduct of the defence and any settlement; (c) the Customer providing reasonable assistance; and (d) the Customer not having materially modified the Deliverables in a way that caused the infringement.

10.5 Mitigation. On an indemnified claim, the Supplier may, at its option: (a) procure a continuing right for the Customer to use the Deliverables; (b) modify the Deliverables to make them non-infringing while maintaining substantially equivalent functionality; or (c) refund the Charges paid for the affected Deliverables on their return.

11.1 Roles. Where the Supplier processes Personal Data on behalf of the Customer, the Customer is the Controller and the Supplier is the Processor within the meaning of the UK GDPR.

11.2 Article 28 terms. The mandatory Article 28 UK GDPR processing terms are set out in Schedule 2 to this MSA (Data Processing Schedule).

11.5 Breach notification. The Supplier shall notify the Customer without undue delay and in any event within 48 hours of becoming aware of a Personal Data breach, providing the information required by Article 33(3) UK GDPR.

12.1 Failure to Prevent Fraud (ECCTA 2023 s.199). The Supplier acknowledges that, with effect from 1 September 2025, large organisations are criminally liable under section 199 of the Economic Crime and Corporate Transparency Act 2023 for failure to prevent fraud committed for the organisation's benefit by associated persons (which can include suppliers acting under this MSA). The Supplier shall: (a) maintain reasonable prevention procedures appropriate to its size and risk profile; (b) not commit any fraud offence for the Customer's benefit; (c) promptly notify the Customer of any suspected fraud relating to the Services; and (d) on the Customer's reasonable request, provide evidence of its prevention procedures.

12.2 Anti-bribery. Each party shall comply with the Bribery Act 2010, in particular sections 1, 2, 6 and 7 (the failure-to-prevent-bribery offence). Each party warrants that it maintains adequate procedures within section 7(2) of that Act, and shall not directly or indirectly offer, give or accept any financial or other advantage that could constitute bribery.

12.3 Modern slavery. Each party shall comply with the Modern Slavery Act 2015. The Supplier warrants that, to the best of its knowledge after due enquiry, neither it nor any of its subcontractors has used slavery, servitude, forced or compulsory labour or human trafficking in connection with the Services. Where required by section 54 of that Act, each party shall publish an annual modern-slavery statement.

12.4 Corporate Criminal Offence (CCO 2017). Each party shall not commit any UK or foreign tax-evasion facilitation offence as defined in Part 3 of the Criminal Finances Act 2017, and shall maintain reasonable prevention procedures providing a defence under section 45(2) (UK) or section 46(3) (foreign).

12.5 Sanctions. Each party shall comply with the Sanctions and Anti-Money Laundering Act 2018 and all UK, EU, US and UN sanctions regimes applicable to it. Each party warrants that neither it nor any of its directors, officers or beneficial owners is a designated person, and shall not perform any obligation under this MSA where to do so would breach an applicable sanctions regime.

13.1 Sub-contracting. The Supplier may engage sub-contractors to perform the Services only with the Customer's prior written consent (not to be unreasonably withheld or delayed).

13.2 Flow-down. The Supplier shall impose on each sub-contractor obligations equivalent to (and consistent with) those in this MSA, and shall remain primarily liable to the Customer for the acts and omissions of each sub-contractor as if they were its own.

13.3 Subprocessors (where applicable). Where a sub-contractor processes Personal Data, the Supplier shall procure that the sub-contractor enters into Article 28 UK GDPR-compliant terms.

14.1 Audit. The Customer (or a reputable independent auditor appointed by the Customer and reasonably acceptable to the Supplier) may, on reasonable advance notice, audit the Supplier's compliance with this MSA, once per calendar year. Audits shall be conducted during the Supplier's ordinary business hours, with minimal disruption, subject to confidentiality, and shall not require disclosure of trade secrets or third-party confidential information.

14.2 Findings. The Supplier shall promptly remedy material non-compliance identified by audit, at its cost. The Customer bears its own audit costs, save where the audit reveals material non-compliance, in which case the Supplier shall reimburse reasonable audit costs.

15.1 Cover. The Supplier shall maintain, with reputable insurers, the following insurance throughout the Term and for six (6) years afterwards:
Professional indemnity: £5,000,000 per occurrence and in aggregate
Public liability: £10,000,000 per occurrence
Cyber liability: £5,000,000 per occurrence and in aggregate
Employer's liability: £10,000,000 per occurrence (statutory minimum exceeded)

15.2 Evidence. The Supplier shall, on the Customer's reasonable request, provide evidence of cover by way of broker's letter or summary of cover.

16.1 Suspension. Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, government action, fire, flood, failure of utilities, or major cyber-incident affecting the public internet.

16.2 Termination right. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate this MSA or the affected SOW on written notice, without liability save for accrued obligations.

17.1 Termination for cause. Either party may terminate this MSA (or any SOW) immediately on written notice if the other: (a) commits a material breach incapable of cure, or fails to cure a curable material breach within thirty (30) days of written notice; (b) becomes insolvent, has a receiver, administrator or liquidator appointed, or enters into any arrangement with creditors; or (c) ceases or threatens to cease trading.

17.2 Termination for convenience. Either party may terminate this MSA at the end of the Initial Term (or any subsequent renewal term) by giving not less than ninety (90) days' prior written notice. Termination of an SOW for convenience requires not less than thirty (30) days' prior written notice and payment for all Services performed and committed costs up to the effective date of termination.

17.3 Effect of termination. On termination: (a) the Supplier shall return or destroy the Customer's Confidential Information and Customer-supplied materials; (b) the Customer shall pay all accrued and undisputed Charges; and (c) any licence in favour of the Customer to use Deliverables fully paid for shall survive.

17.4 Exit assistance. The Supplier shall provide reasonable exit / transition assistance to the Customer for a period of up to 6 months after termination, charged at the Supplier's standard rates. Such assistance shall include knowledge transfer, hand-over documentation, data migration support and reasonable cooperation with a successor supplier.

17.5 Surviving clauses. Definitions, IP allocation, confidentiality, data protection, liability, indemnities, and governing law shall survive termination.

18.1 Governing law. This MSA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

18.2 Entire agreement. This MSA (together with each SOW and any Schedule) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior drafts, proposals, term sheets and understandings. No variation shall be effective unless in writing and signed by or on behalf of each party.

18.3 Third-party rights. A person who is not a party to this MSA has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, save that any member of the Customer's Group may enforce the Supplier's warranties and indemnities in its own right.

18.4 Counterparts. This MSA may be executed in any number of counterparts. Electronic signature in accordance with section 7 of the Electronic Communications Act 2000 is permitted.

18.5 Notices. Any notice or other communication shall be in writing and delivered by hand, first-class pre-paid post or email to the addresses set out above (or such other address as a party may notify). Notices delivered by hand are deemed received on delivery; by first-class post on the second Business Day after posting; by email on the next Business Day after transmission (subject to no bounce-back).

18.6 Severability. If any provision of this MSA is held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to render it enforceable, and the remainder shall continue in full force.

18.7 Assignment. Neither party may assign or transfer this MSA without the prior written consent of the other (not unreasonably withheld), save that either party may assign to a successor in business or group company on written notice.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.