About this document
This Master Services Agreement applies to CLASI LTD, a private company limited by shares incorporated in England and Wales (Company No. [CO_NUMBER]) with registered office at 20 Wenlock Road, London, England, N1 7GU ("CLASI", "we", "us"). Questions about this document can be directed to privacy@clasi.co.uk. We review this document at least annually and on any material change to our services or applicable law.
Engagement
This Master Services Agreement ("MSA") applies to professional services delivered by CLASI LTD under a written Statement of Work ("SOW") signed by both parties. The SOW prevails over the MSA where there is conflict on commercial terms specific to the engagement.
Services and deliverables
We will provide the services and deliverables described in each SOW with reasonable skill and care, in accordance with prevailing industry standards. Acceptance criteria, timelines, and milestones are set in the SOW.
Fees and invoicing
Fees are set in the SOW. Unless stated otherwise, invoices are issued monthly in arrears with payment due within 14 days of invoice date. Late payments accrue statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998. Expenses are passed through at cost with prior approval.
Intellectual property
Subject to full payment of fees due, CLASI LTD assigns to the Client all right, title and interest in deliverables specifically commissioned for and paid for by the Client, excluding pre-existing materials, third-party materials, and tools, frameworks, libraries and know-how developed by CLASI LTD that are of general application ("Studio IP"), which we license to the Client on a non-exclusive, perpetual, royalty-free basis to the extent embedded in the deliverables.
Confidentiality
Each party will protect the other's Confidential Information with the same degree of care it uses for its own (and at minimum a reasonable degree of care), and will use it only to perform the engagement.
Data protection
Where CLASI LTD processes personal data on the Client's behalf, the parties enter into the Data Processing Addendum at /legal/dpa, which forms part of this MSA.
Warranties and liability
Each party warrants it has the authority to enter the agreement. The aggregate liability of each party under or in connection with this MSA and any SOW is limited to the fees paid or payable by the Client to CLASI LTD in the 12 months preceding the event giving rise to the claim. Neither party excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
Term and termination
The MSA continues until terminated. Either party may terminate a SOW for material breach not cured within 30 days' written notice, or immediately on insolvency of the other party. The Client may terminate a SOW for convenience on 30 days' written notice and will pay for work performed to the date of termination.
Governing law
This MSA is governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.
Updates
We may update this document from time to time. The "last updated" date at the top reflects the most recent change. For material changes that affect your rights, we will provide reasonable notice through our website or, where appropriate, by email.
Contact
CLASI LTD 20 Wenlock Road, London, England, N1 7GU United Kingdom Email: privacy@clasi.co.uk General: hello@clasi.co.uk