Master Services Agreement

MSA

RESTRICTED

This Master Services Agreement ("Agreement") is incorporated by reference into any executed Order Form between Critical Cloud Limited ("Critical Cloud") and the Customer.

1.Definitions and Interpretation
1. a.In this Agreement, the following terms shall have the following meanings:
  1. i."Committed Term" means a fixed-term agreement of 12, 24, or 36 months, as specified in the Order Form;
  2. ii."Confidential Information" has the meaning set out in Clause 7;
  3. iii."Credits" Compensation applied if Critical Cloud fails to meet a defined Service Level Commitment, subject to eligibility conditions.
  4. iv."Force Majeure Event" means an event beyond a party's reasonable control, including but not limited to acts of God, war, terrorism, strikes, and natural disasters.
  5. v."Order Form" means the document executed by the Customer specifying the Services, fees, term, and other terms specific to the engagement, which incorporates this Agreement by reference and forms the basis of the contractual relationship between the parties;
  6. vi."PAYG" means pay-as-you-go, where fees are charged based on usage without a fixed-term commitment;
  7. vii."Services" means the Critical Response, Critical Support and Critical Care services described in the applicable Order Form or Service Agreement or Solution Scope;
  8. viii."Service Agreement" means any detailed description of the Services attached to or referenced in the Order Form;
  9. ix."Solution Level Commitment" The contractual performance commitments, including Response Times and Coverage Hours, as outlined in the Solution Scope.
  10. x."Solution Scope" means any detailed description of the Solution attached to or referenced in the Order Form;
2. b.Headings are for convenience only and do not affect interpretation. References to clauses are to clauses of this Agreement.
2.Scope of Services
1. a.Critical Cloud agrees to provide the Services as described in the applicable Order Form or Service Agreement in accordance with the terms of this Agreement and applicable law.
2. b.The Customer agrees to pay the fees for the Services as specified in the applicable Order Form.
3.Term and Termination
1. a.This Agreement shall commence on the date the Customer executes an Order Form and shall continue until terminated in accordance with its terms.
2. b.Each Order Form shall specify whether the Services are provided on a PAYG basis or a Committed Term basis.
3. c.Either party may terminate this Agreement or any Order Form:
  1. i.On 30 days' written notice, for Services provided on a PAYG basis.
  2. ii.For cause, if the other party commits a material breach of this Agreement and fails to remedy the breach within 30 days of receiving written notice.
4. d.The Customer may not terminate an Order Form with a Committed Term prior to its expiry except for cause.
5. e.Critical Cloud reserves the right to terminate this Agreement immediately if the Customer fails to comply with applicable laws, including data protection and GDPR obligations.
6. f.Upon termination, the Customer shall pay all outstanding fees for Services provided up to the termination date.
4.Fees and Payment
1. a.Fees for the Services shall be as specified in the applicable Order Form.
2. b.Payment methods available to the Customer are:
  1. i.Credit Card Payments (via Stripe):
    1. 1.The Customer may pay the first invoice (including the first month and any applicable onboarding fee) via credit card.
    2. 2.The Customer may opt to store their credit card details securely with Stripe for automatic billing on the 1st day of each month.
  2. ii.Direct Debit (via Stripe or GoCardless):
    1. 1.The Customer may choose to set up a direct debit mandate, allowing automatic monthly billing on the 1st day of each month.
  3. iii.Invoice Payments:
    1. 1.Clients may opt to receive invoices for payment. Invoices are payable within 28 days of receipt unless otherwise specified in the Order Form.
3. c.All fees are exclusive of VAT, which shall be added at the applicable rate.
4. d.Late payments:
  1. i.Late payments may incur interest at a rate of 4% above the Bank of England base rate.
  2. ii.Critical Cloud reserves the right to suspend services if payment is not received within the agreed terms.
5. e.Billing Disputes:
  1. i.The Customer must raise any disputes regarding fees within 14 days of the invoice date.
  2. ii.Undisputed amounts must be paid promptly.
5.Service Levels and Support
1. a.Critical Cloud shall use reasonable efforts to meet the service levels specified in the applicable Order Form or Service Agreement.
2. b.Critical Cloud does not warrant the performance, availability, or security of third-party cloud hosting services or tools and shall not be responsible for any disruptions or breaches attributable to such providers.
3. c.Any Credits for failure to meet service levels shall be the Customer's sole remedy for such failure.
6.Intellectual Property
1. a.Critical Cloud retains all intellectual property rights in its pre-existing materials and any materials developed in connection with the Services.
2. b.The Customer is granted a non-exclusive, non-transferable licence to use any materials provided by Critical Cloud solely for its internal business purposes.
7.Confidentiality
1. a.Each party shall keep confidential all Confidential Information disclosed to it by the other party.
2. b.Confidential Information does not include information that is:
  1. i.Publicly available through no fault of the receiving party;
  2. ii.Independently developed by the receiving party; or
  3. iii.Disclosed under legal obligation
3. c.The Customer shall take all reasonable steps to safeguard Critical Cloud’s Confidential Information, including but not limited to any disclosed intellectual property.
8.Data Protection
1. a.Each party shall comply with its obligations under applicable data protection laws, including GDPR and the Data Protection Act 2018.
2. b.Where Critical Cloud processes personal data on behalf of the Customer, the parties shall execute a Data Processing Agreement.
3. c.Critical Cloud shall notify the Customer of any identified personal data breaches related to the Services as required by applicable laws.
9.Limitation of Liability
1. a.Nothing in this Agreement shall limit or exclude liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under applicable law.
2. b.Subject to Clause 9.1, Critical Cloud’s total liability to the Customer, whether in contract, tort, or otherwise, shall not exceed the total fees paid under the relevant Order Form in the 12 months preceding the event giving rise to the claim.
3. c.Critical Cloud shall not be liable for indirect, consequential, or special damages, including loss of profits, business, or data.
4. d.Critical Cloud shall not be liable for any issues arising from the performance, availability, or billing errors of third-party cloud hosting providers or monitoring tools.
10.Force Majeure
1. a.Neither party shall be liable for failure to perform its obligations under this Agreement due to a Force Majeure Event.
2. b.If a Force Majeure Event continues for more than 60 days, either party may terminate the affected Order Form upon written notice.
3. c.This clause also applies to failures caused by third-party service disruptions.
11.Indemnity
1. a.The Customer shall indemnify and hold harmless Critical Cloud against any claims, damages, or losses arising from the Customer's breach of agreements with third-party providers or misuse of the Services.
12.Non-Solicitation
1. a.During the term of this Agreement and for 12 months following its termination, neither party shall, directly or indirectly, solicit or entice away any employee, consultant, or contractor of the other party who has been involved in the provision or receipt of the Services, without the prior written consent of the other party.
13.Variations
1. a.Critical Cloud may vary this Agreement, Order Forms, Service Agreements and Solution Scope or introduce changes or updates to the Services, as required to take account of changes in Law by giving notice to the Customer.
2. b.Where such variation causes a material change to this Agreement or the Services, the Customer may terminate in its absolute discretion within 30 days of being notified of the variation.
14.Suspension of Services
1. a.Critical Cloud reserves the right to suspend the Services immediately:
  1. i.If required to do so by law or a regulatory authority; or
  2. ii.If the Customer fails to make payment in accordance with Clause 4.4 and such failure continues for 14 days after receiving written notice.
  3. iii.Suspension of Services under this Clause does not relieve the Customer of its payment obligations under this Agreement.
15.Assignment
1. a.Neither party shall (without the prior written consent of the other party) assign, transfer, delegate or otherwise deal with any of its rights or obligations under the MSA.
16.Compliance with Anti-Bribery
1. a.Each party shall comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010.
2. b.Neither party shall engage in any activity, practice, or conduct that would constitute an offence under the Bribery Act 2010 or any applicable anti-bribery or anticorruption laws.
3. c.Each party shall have and maintain in place adequate policies and procedures to ensure compliance with this Clause and will enforce them where appropriate.
17.Miscellaneous
1. a.This Agreement, together with any Order Forms and Service Agreements and Solution Scope, constitutes the entire agreement between the parties and supersedes all prior agreements.
2. b.This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
3. c.Notices under this Agreement shall be in writing and sent to the addresses specified in the Order Form.
18.Changes and Updates
1. a.Critical may update or modify this Agreement from time to time. Customers will be notified in advance of any material changes. Any modifications, amendments, or supplementary terms that apply specifically to an individual Customer shall be documented in a written addendum, signed by both parties. No Customer specific modifications shall be made directly to this Agreement.
2. b.This Agreement is subject to periodic updates to reflect evolving industry best practices, legal requirements, and service enhancements:
  1. 1. 1.Minor updates (clarifications, policy adjustments, etc.) will be published directly at MSA Change Log and do not require separate notification.
  2. i.Material updates (changes impacting service scope, SLAs, pricing models, or customer obligations) will be communicated via email and at MSA Change Log at least 30 days prior to taking effect.
  3. ii.Continued use of the service after the effective date of any changes will be deemed acceptance of the revised terms.
  4. iii.If a material change negatively impacts your service use, you may request a review within the 30-day notice period.
  5. iv.Critical Cloud may update this Service Agreement to align with regulatory changes, with 30 days' notice for material changes.

Acceptance and Execution

By executing an Order Form that references this Agreement, the Customer agrees to be bound by terms of this Master Services Agreement.