Masters service agreement
Master Services Agreement
Darogan Limited
Version 1.0 – 19/05/2025
This Agreement is between Darogan Limited, a company registered in England and Wales (Company No. 14480962), with its registered office at Ty Cefn, Rectory Road, Cardiff CF5 1QL (“Supplier“), and the client identified in any applicable Order Form (“Client“).
This Agreement governs the provision of services by Supplier to Client.
1. Definitions
In this Agreement:
- “Agreement” means this Master Services Agreement together with any Order Form.
- “Order Form” means the document signed by both parties that describes the Services, duration, and fees substantially in the form attached hereto as Exhibit A.
- “Services” means the services described in an Order Form.
- “Deliverables” means the work products created by Supplier while delivering the Services.
- “Confidential Information” means any non-public information that is identified as confidential or would reasonably be considered confidential.
- “IP” means all intellectual property rights including copyright, trademarks, trade secrets, and databases.
- “Business Day” means Monday to Friday, excluding public holidays in Wales.
2. Provision of Services
2.1 Supplier will deliver the Services with reasonable skill and care.
2.2 Supplier may subcontract any part of the Services without notice or approval. Supplier remains responsible for any portion of the Services delivered by its subcontractors.
2.3 Supplier may update or modify the Services at any time in its sole discretion, provided the changes do not materially reduce the benefit of the Services to the Client.
3. Client Obligations
3.1 Client will:
(a) provide Supplier with timely access to all necessary materials, approvals, and content;
(b) respond to requests for information or, if applicable, sign-off on proposals made by the Supplier in each case within 5 Business Days, unless otherwise agreed;
(c) ensure that all materials supplied by Client are lawful, accurate, and do not infringe third-party rights.
3.2 If Client does not respond within the time period above, the Deliverables may be treated as approved so that the Services can proceed.
4. Changes to Services
4.1 Client may request changes to the Services in writing.
4.2 Supplier will confirm in writing whether such changes will be accepted, and may revise the price or delivery schedule accordingly in its sole discretion.
4.3 Changes take effect only when confirmed in writing by both parties (with email confirmation being sufficient).
5. Fees and Payment
5.1 Fees are set out in the Order Form and exclude VAT.
5.2 Supplier will invoice the Client according to the terms of the Order Form. Payment is due within 14 calendar days of invoice.
5.3 Late payments may incur interest at 8% above the Bank of England base rate.
5.4 Client must pay all undisputed amounts in full in cash. Any disputed amounts must be notified by Client to Supplier in writing within 5 days of invoice receipt.
6. Intellectual Property
6.1 Supplier retains ownership of all IP created during the delivery of the Services unless otherwise agreed in writing.
6.2 Supplier grants the Client a non-exclusive, non-transferable licence to use any Deliverables solely for the Client’s internal business purposes.
6.3 This licence does not permit resale, redistribution, or public display without Supplier’s written consent.
6.4 Bespoke research or consultancy projects commissioned outside this Agreement will be governed by the terms of the relevant proposal or agreement for that work.
7. Confidentiality
7.1 Each party agrees to protect the other’s Confidential Information and not to disclose it except as necessary to perform this Agreement or as required by law.
7.2 This clause does not apply to information already in the public domain, known independently, or disclosed under legal obligation.
7.3 These obligations continue for 5 years after the Agreement ends.
8. Data Protection
8.1 Both parties shall comply with applicable data protection law, including the UK GDPR and Data Protection Act 2018.
8.2 Supplier will implement industry-standard technical and organisational measures to safeguard personal data.
8.3 In the event of a personal data breach affecting Client data, Supplier will notify the Client within 72 hours.
8.4 The roles of the parties (e.g. Controller or Processor) will be specified in the relevant Order Form or Data Processing Agreement, if required.
9. Indemnities
9.1 The Client will indemnify the Supplier against any third-party claims arising from materials or content supplied by the Client.
9.2 The Supplier will indemnify the Client against any third-party claims that its own IP infringes third-party rights, provided the Client uses the Deliverables as licensed.
10. Limitation of Liability
10.1 Neither party excludes liability for death, personal injury, fraud, or any liability which cannot be excluded by law.
10.2 Subject to clause 10.1, Supplier’s total liability for all claims under an Order Form will not exceed the greater of:
(a) the total fees paid by the Client under that Order Form, or
(b) £10,000.
10.3 Supplier will not be liable for any indirect, incidental, or consequential loss, including loss of profit, diminution in value, or data.
11. Insurance
Supplier shall maintain during the term of this Agreement:
- Professional Indemnity: £2,000,000
- Public Liability: £5,000,000
- Employers’ Liability: £10,000,000
- Cyber Liability: £250,000
Proof of cover will be provided upon reasonable request.
12. Term and Termination
12.1 This Agreement remains in effect for as long as an Order Form is active.
12.2 Either party may terminate an Order Form by giving 30 days’ written notice.
12.3 Either party may terminate immediately if the other party commits a material breach and fails to remedy it within 14 days of written notice.
12.4 On termination, the Client must pay all outstanding fees. Supplier will deliver any completed Deliverables and stop further work.
13. Force Majeure
Supplier will not be liable for delay or failure caused by events beyond its reasonable control, including war, strikes, pandemics, or acts of nature.
14. Governing Law and Dispute Resolution
14.1 This Agreement is governed by the laws of England and Wales.
14.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.
14.3 Before starting legal proceedings, both parties will first try to resolve disputes through good-faith discussions.
15. General
15.1 This Agreement and any Order Form constitute the entire agreement between the parties.
15.2 Any changes must be agreed in writing.
15.3 Neither party may assign this Agreement without the other’s consent.
15.4 Notices must be sent to the addresses in the Order Form or by email.
15.5 If any part of this Agreement is held invalid, the rest will continue to apply.
16. Survival
The following clauses continue after termination: 6 (Intellectual Property), 7 (Confidentiality), 8 (Data Protection), 9 (Indemnities), 10 (Limitation of Liability), and 14 (Governing Law and Dispute Resolution).
17. Marketing and Publicity
Unless otherwise agreed in writing, Supplier may refer to Client as a customer and may use the Client’s name and logo in marketing materials, websites, and presentations.
Exhibit A
Form of Order Form
This Order Form is governed by the Master Services Agreement (MSA) between Darogan Limited and the Client identified below.
1. CLIENT DETAILS
| Client Name | |
| Registered Address | |
| Company Number | |
| Contact Person | |
| Contact Email |
2. PACKAGE DETAILS
| Service Package | |
| Subscription Start Date | |
| Subscription Term | |
| Fee | |
| Payment Terms | |
| Invoice Schedule |
3. LEGAL REFERENCE
This Order Form is governed by Darogan Limited’s Master Services Agreement (Version 1.0), available at: https://darogan.wales/masters-service-agreement/
Subscription benefits may begin before the formal Subscription Start Date, at Darogan’s discretion, to maximise value.
4. AUTHORISATION
| FOR DAROGAN LIMITED | FOR CLIENT |
| Name: | Name: |
| Position: | Position: |
| Signature: ____________________ | Signature: ____________________ |
| Date: ________________________ | Date: ________________________ |
