# Master Services Agreement (MSA) — Template

**Stelvox Technologies** · master-services-agreement · v1.2 · 2026

> Plain-language template. Edit the bracketed fields, attach a Statement of
> Work (SOW), and counter-sign. We accept standard procurement redlines —
> typical turnaround under five business days.

---

## 1. The parties

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

- **Stelvox Technologies** ("Stelvox", "we", "us"), trading as a sole-trader / limited company registered in the United Kingdom, with correspondence address [STELVOX_ADDRESS], company number [COMPANY_NO], VAT [VAT_NO];

- **[CLIENT_LEGAL_NAME]** ("Client", "you"), a company registered in [JURISDICTION] with registered address [CLIENT_ADDRESS], company number [CLIENT_COMPANY_NO].

Effective Date: [EFFECTIVE_DATE].

## 2. Scope

This Agreement governs all engagements between the parties. Each specific
project will be described in a Statement of Work ("SOW") executed under and
forming part of this Agreement. In case of conflict, the SOW prevails over
this MSA for that engagement only.

## 3. Services

Stelvox will perform engineering services described in each SOW. Services
typically include software design, implementation, code review, deployment,
and post-launch support. Specific deliverables, timelines, and acceptance
criteria are set out in the relevant SOW.

## 4. Fees and payment terms

- Fees are stated in each SOW in GBP unless agreed otherwise.
- Standard payment terms are **NET 30** from invoice date.
- Extended terms (NET 60) available on request for established procurement
  relationships and at Stelvox's discretion.
- Stelvox issues a tax invoice on milestone completion or monthly in arrears,
  depending on the SOW.
- VAT is added where applicable under UK and EU law.
- Overdue invoices accrue interest at the Bank of England base rate plus 4%
  per annum, calculated daily.

## 5. Expenses

Pre-approved travel, accommodation, and third-party tooling expenses are
passed through at cost, with receipts, to a cap stated in each SOW.

## 6. Intellectual property

- All work product created specifically under an SOW vests in the Client upon
  payment in full of the relevant invoice.
- Stelvox retains ownership of pre-existing materials, libraries, and
  generic engineering know-how. The Client receives a non-exclusive,
  perpetual, royalty-free licence to use such pre-existing materials to the
  extent embedded in the delivered work product.
- Open-source components are listed in each SOW's appendix with their
  respective licences.

## 7. Confidentiality

Each party will treat the other's non-public information as confidential
during the term and for **three years** after termination. Standard
exclusions apply: information that is public, independently developed, or
required to be disclosed by law.

## 8. Data protection

The parties will comply with the UK GDPR, the EU GDPR, and the Data
Protection Act 2018. Where Stelvox processes Client personal data, the
parties will execute the Data Processing Addendum ("DPA") attached as
**Schedule A**. See `dpa.md`.

## 9. Warranties

Stelvox warrants that:

1. Services will be performed with the reasonable care and skill expected of
   a senior software engineering studio.
2. Work product will substantially conform to the specifications in the
   relevant SOW for a period of **90 days** from delivery acceptance.
3. To Stelvox's knowledge, the work product does not infringe any
   third-party intellectual property right.

Remedy for breach of the conformance warranty: Stelvox will, at its option,
repair, replace, or refund the relevant portion of the fee. No other
warranties, express or implied, apply.

## 10. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect,
incidental, consequential, special, or punitive damages, or for lost profits
or revenue. Each party's aggregate liability under this Agreement is capped
at **the total fees paid to Stelvox under the relevant SOW in the twelve
months preceding the claim**.

This cap does not apply to: indemnification obligations under §11, breaches
of confidentiality under §7, infringement of intellectual property rights,
or liability that cannot be excluded by law.

## 11. Indemnification

Stelvox will indemnify the Client against third-party claims that the work
product, as delivered, infringes a third-party intellectual property right,
provided the Client (a) gives prompt written notice, (b) lets Stelvox control
the defence, and (c) cooperates reasonably. Stelvox may, at its option,
modify the work product to be non-infringing, procure a licence, or refund
the relevant fee.

## 12. Term and termination

This Agreement runs until terminated. Either party may terminate for
convenience on **30 days** written notice. Either party may terminate for
material breach on 14 days written notice if the breach is not cured.

On termination, the Client pays for all services performed up to the
termination date. Stelvox delivers all completed work product.

## 13. Subcontracting

Stelvox may engage subcontractors. Stelvox remains responsible for their
performance and for ensuring they comply with the obligations of this
Agreement, including confidentiality.

## 14. Non-solicitation

Neither party will, during the term and for **12 months** after, knowingly
solicit for employment any employee or contractor of the other who was
materially involved in the engagement. Public job postings and unsolicited
applications are not a breach.

## 15. Governing law

This Agreement is governed by the laws of England and Wales. The parties
submit to the exclusive jurisdiction of the courts of England and Wales for
any dispute arising under it.

## 16. Notices

Notices to Stelvox: hello@stelvox.com (also copy to any address provided in
the SOW). Notices to the Client: [CLIENT_NOTICE_EMAIL]. Email notice is
deemed received on the next business day.

## 17. Entire agreement

This Agreement, together with each SOW and the DPA, is the entire agreement
between the parties on its subject matter and supersedes any prior
understanding. Amendments must be in writing and signed by both parties.

---

## Signatures

| For Stelvox Technologies | For [CLIENT_LEGAL_NAME] |
|---|---|
| Name: | Name: |
| Title: | Title: |
| Date: | Date: |
| Signature: | Signature: |

---

*This is a template. Counter-signed copies for executed engagements are
stored in the Stelvox client vault and available on request to the named
billing contact.*