Master Services Agreement (MSA)

This Master Services Agreement ("Agreement" or "MSA") is entered into by and between Ostratto Ltd, a company incorporated in England and Wales with its registered office at 2440 The Quadrant, Aztec West, Bristol, BS32 4AQ, United Kingdom ("Ostratto", "we", "us", or "Provider"), and the customer identified on a Proposal/Estimate, Order Form, Statement of Work (SOW), or digital acceptance form that references this Agreement ("Customer").

This Agreement governs Customer’s purchase of:

Service-specific terms may be set out in Service Schedules attached to this Agreement and/or in Statements of Work. Proposals/Estimates and Order Forms incorporate and are governed by this Agreement.

2.1 Reference. This Agreement is to be read together with Ostratto’s General Terms & Conditions (GTC) available at https://www.ostratto.com/gtc (as updated from time to time).

2.2 No Overlap. To avoid duplication, the GTC governs general commercial terms (including invoicing & payment methods, taxes, late payments, general termination rights unrelated to service-specific issues, and general limitations of liability) unless expressly varied by this Agreement.

2.3 Precedence. If there is any inconsistency:

3.1 Ordering. Customer may order subscriptions and/or services via a ticket request, an Ostratto Order Form, Proposal/Estimate, or SOW referencing this Agreement. The document will state the scope, term, fees, and any service-specific assumptions.

3.2 SOWs. For project-based work, an SOW will describe requirements, milestones, fees, acceptance criteria, and Customer responsibilities. Templates are provided in Annex A.

3.3 Change Control. Any change to scope, timeline, or assumptions must be agreed in writing (email is sufficient) and may adjust fees and delivery dates accordingly.

4.1 Third-Party Vendors. Where Ostratto resells third‑party subscriptions (e.g., Google, Zoho), Customer’s use of such software/services is also subject to the vendor’s own terms, policies, and SLAs. The relevant links are provided in the applicable Service Schedule.

4.2 Provisioning & Administration. Ostratto may assist with provisioning, configuration, and administration as described in an SOW or Service Schedule. Unless otherwise stated, the vendor provides the core software support and uptime under its SLA; Ostratto’s support obligations are as defined in the applicable Support Plan or SOW.

4.3 Plans, Quantities & Renewals. Plan selections, licence quantities, billing frequency, renewals, and suspension/termination mechanics for each vendor are set out in the relevant Service Schedule and/or the GTC.

5.1 Scope. Services may include configuration, data migration, integration, training, advisory/consulting, ongoing support, managed services (including device and security management), and related deliverables, as set out in the Order Form or SOW.

5.2 Customer Responsibilities. Customer will provide timely access to personnel, systems, data, and environments; appoint a project lead; review/approve deliverables promptly; and maintain required vendor subscription tiers or prerequisites.

5.3 Delays. If Customer or its third parties delay inputs/approvals or do not meet prerequisites, timelines will extend on a like‑for‑like basis and Ostratto may charge for additional time/costs reasonably incurred.

5.4 Acceptance. Deliverables will be deemed accepted upon the earlier of: (a) Customer’s written acceptance; (b) successful completion of acceptance tests; or (c) 10 business days after delivery if no material non‑conformities are reported with reasonable detail.

6.1 Fees. Fees are set out in the Order Form, Proposal/Estimate, or SOW. Subscription fees may be charged in advance; services may be time‑and‑materials, milestone‑based, or fixed‑price as stated.

6.2 Invoicing & Payment Terms. As set out in the GTC, unless expressly varied in a Service Schedule or SOW.

6.3 Expenses. Reasonable, pre‑approved travel and out‑of‑pocket expenses will be invoiced at cost.

7.1 Vendor IP. Third‑party software and platforms remain the property of their respective vendors and are licensed to Customer under vendor terms.

7.2 Ostratto Deliverables. Unless otherwise stated in an SOW, Ostratto retains ownership of deliverables, tools, templates, and methodologies created or used in providing the services. Subject to full payment, Ostratto grants Customer a perpetual, worldwide, non‑exclusive, non‑transferable licence to use such deliverables solely for Customer’s internal business purposes.

7.3 Customer Materials. Customer retains ownership of all data, content, and materials it provides. Customer grants Ostratto a limited licence to use such materials solely to deliver the services.

7.4 Residuals. Ostratto may use general know‑how, ideas, and skills retained in the unaided memory of its personnel, provided no Customer Confidential Information is disclosed.

8.1 Confidentiality. Each party will protect the other’s Confidential Information with at least reasonable care and use it only for purposes of this Agreement.

8.2 Data Protection. Where Ostratto processes Personal Data on behalf of Customer in providing the services, the parties will enter into a Data Processing Addendum (DPA) incorporating UK GDPR/UK Data Protection Act 2018 requirements. Vendor platforms process Personal Data under their own terms and privacy notices.

9.1 Services Warranty. Ostratto warrants that services will be performed with reasonable skill and care in accordance with good industry practice.

9.2 Software. Third‑party software and cloud services are provided subject to the vendor’s warranties and SLAs; Ostratto does not control vendor platforms and provides no additional warranties for them.

9.3 Disclaimer. Except as expressly stated, all conditions, warranties, or representations (express or implied) are excluded to the fullest extent permitted by law.

10.1 IP Indemnity (Ostratto Deliverables). Ostratto will defend Customer against third‑party claims that Ostratto‑owned deliverables (as supplied, unmodified) infringe UK intellectual property rights and will pay any resulting damages finally awarded or agreed in settlement, provided Customer promptly notifies Ostratto, grants control of the defence, and reasonably cooperates.

10.2 Customer Indemnity. Customer will defend Ostratto against claims arising from Customer data, instructions, or combinations not supplied by Ostratto; or Customer’s breach of law or third‑party terms.

10.3 Remedies. Ostratto may (at its option) modify or replace infringing deliverables, or refund the affected fees for the infringing item’s most recent 12 months of use, in which case Customer will cease use of the affected item.

11.1 Exclusion. Neither party is liable for: loss of profit, revenue, business, goodwill, or any indirect or consequential loss.

11.2 Cap. Ostratto’s aggregate liability under this Agreement (whether in contract, tort, or otherwise) is capped at the total fees paid or payable by Customer to Ostratto for the 12 months preceding the event giving rise to liability.

11.3 Unlimited Liabilities. Nothing limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law.

12.1 Term. This Agreement commences on the Effective Date and continues until terminated. Individual subscriptions or SOWs have their own terms.

12.2 Termination for Cause. Either party may terminate this Agreement or any Order/SOW for material breach not cured within 14 days of written notice.

12.3 Effect of Termination. Upon termination, Customer will pay for services performed and subscriptions provided up to the termination date. Ongoing vendor subscription terms (including renewals and data export) are governed by the vendor and applicable Service Schedule.

12.4 Survival. Clauses relating to fees, confidentiality, IP, indemnities, liability, and governing law survive termination.

13.1 Subcontracting. Ostratto may use affiliates or subcontractors; Ostratto remains responsible for delivery.

13.2 Non‑Solicitation. During the engagement and 6 months thereafter, neither party will solicit employment of the other’s personnel directly involved in the services, save for responses to public advertisements.

Neither party is liable for delay or failure caused by events beyond reasonable control (including outage/failure of third‑party platforms), provided the affected party takes reasonable steps to mitigate the impact.

Formal notices must be sent by email to the addresses specified in the Order/SOW (or subsequently notified) and are deemed received on the next business day after sending, absent bounce‑back.

This Agreement and any non‑contractual obligations arising out of or in connection with it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Ways to Accept:

Effective Date of Acceptance is the earliest of the above events.

Ostratto will keep an auditable record of acceptance and the MSA version number in force at the time of acceptance.

The following schedules apply where the corresponding services are purchased. If there is a conflict between a Schedule and the main body of this Agreement, the Schedule prevails for that service.