Master Services Agreement (MSA)

EFFECTIVE DATE: 13th April 2026
PARTIES:

1. BATCHHEADER LTD trading as EncodeDotHost, a company incorporated in England and Wales (Registration No. 07159623 whose registered office is at 10 Ivy Lane, Ettington, Warwickshire, CV37 7TD ("EncodeDotHost" or the "Provider").

2. THE CUSTOMER, the person or entity placing an order for Services via the Provider's website or signing a Statement of Work ("The Customer").

(Collectively referred to as the "Parties" and individually as a "Party".)
BACKGROUND: EncodeDotHost provides web design, development, domain registration, and hosting services. This Master Services Agreement ("MSA") sets out the general terms and conditions under which EncodeDotHost will provide all Services to the Customer.

1. Definitions and Interpretation

   1. In this Agreement, the following definitions apply:

      • "AUP" means the Acceptable Use Policy published on the EncodeDotHost website, which governs the permissible use of the Services.

      • "Background IP" means any Intellectual Property Rights (IPR) owned by EncodeDotHost before the date of this Agreement or developed independently of the Services (e.g., proprietary CMS code, server architecture, pre-existing design patterns).

      • "Deliverables" means all documents, products, and materials developed specifically for the Customer under a Statement of Work (e.g., bespoke website code, custom design files).

      • "DPA" means the Data Processing Agreement published on the EncodeDotHost website, governing the processing of personal data under the UK GDPR.

      • "Order" means an online order placed by the Customer via the EncodeDotHost website for subscription-based services (e.g., Web Hosting, Domains).

      • "Services" means the services to be provided by EncodeDotHost, whether ordered online via a Service Schedule or detailed in a Statement of Work.

      • "Service Schedule" means the specific terms applying to a particular product or service (e.g., Web Hosting Terms, Affiliate Terms).

      • "Statement of Work" (SOW) means a detailed, signed project plan describing bespoke Services, deliverables, timetables, and fixed charges (e.g., Web Design & Build).

2. Structure of Agreement

   1. The Umbrella Framework: This MSA serves as the master framework. It is incorporated into every Order placed online and every SOW signed by the Parties.

   2. Incorporated Documents: The following documents are explicitly incorporated into this Agreement by reference:

      • The applicable Service Schedule (e.g., Web Hosting Terms & Conditions) or Statement of Work (SOW).

      • The Acceptable Use Policy (AUP).

      • The Data Processing Agreement (DPA).

      • The Service Level Agreement (SLA).

   3. Order of Precedence: In the event of a conflict between the documents, the order of precedence shall be: (1) The DPA (for data matters); (2) The SOW or Order; (3) The specific Service Schedule; (4) This MSA.

3. Supply of Services

   1. EncodeDotHost shall supply the Services to the Customer in accordance with the relevant Order or SOW in all material respects.

   2. EncodeDotHost shall use reasonable endeavours to meet any performance dates or uptime guarantees specified in a SOW or SLA, but time shall not be of the essence for the performance of bespoke Services unless explicitly stated.

   3. Changes to Scope (Bespoke Work): If the Customer wishes to change the scope of the Services after a SOW has been signed, EncodeDotHost shall submit a "Change Request" detailing the impact on the Charges and timeline. EncodeDotHost is not obliged to implement changes until the Change Request is agreed upon.

4. Customer Obligations

   1. The Customer shall:

      1. Ensure that the terms of the Order or SOW, and any information it provides, are complete and accurate.

      2. Cooperate with EncodeDotHost in all matters relating to the Services.

      3. Provide EncodeDotHost with such information and materials (e.g., logos, copy, images) as reasonably required, and warrant that such materials do not infringe any third-party rights.

      4. Comply at all times with the Acceptable Use Policy (AUP).

   2. If EncodeDotHost's performance is prevented or delayed by any act or omission by the Customer (e.g., failure to provide content or approve designs):

      1. EncodeDotHost shall not be liable for any costs or losses sustained by the Customer.

      2. The Customer shall reimburse EncodeDotHost for any costs or losses sustained (e.g., idle resource time).

5. Charges and Payment

   1. The Charges for the Services shall be set out in the Order (for subscription services) or the SOW (for bespoke projects).

   2. Invoicing & Payment:

      1. Subscription Services: Billed automatically in advance according to the chosen billing cycle.

      2. SOW Services: Invoiced according to the milestone schedule defined in the SOW.

   3. Due Date: The Customer shall pay all fees by the due date specified on the invoice or checkout page.

   4. Suspension: If the Customer fails to make any payment by the due date, EncodeDotHost shall be entitled to suspend the Services (including taking any hosted website offline) until payment is made in full.

   5. Late Payment: EncodeDotHost reserves the right to charge interest on overdue amounts at the rate of 4% a year above the Bank of England's base rate from time to time, accruing daily from the due date until actual payment of the overdue amount. The Customer shall also be liable to pay all reasonable costs, legal fees, and debt recovery expenses incurred by EncodeDotHost in attempting to recover any outstanding debts.

   6. Failed Payments and Chargebacks: If the Customer's payment is subject to a failed transaction, chargeback, or dispute (e.g., via card or Direct Debit), EncodeDotHost reserves the right to charge an administration fee to cover any associated bank or payment gateway charges incurred by EncodeDotHost, in addition to the original outstanding balance.
   7. Price Increases: EncodeDotHost reserves the right to increase the Charges for Ongoing Services (e.g., hosting, maintenance) by giving the Customer at least thirty (30) days' written notice. Such increases will typically occur no more than once in any 12-month period to reflect inflation or increased third-party costs.

6. Intellectual Property Rights (IPR)

   1. Background IP: All Background IP shall remain the exclusive property of EncodeDotHost. EncodeDotHost grants the Customer a non-exclusive, perpetual, royalty-free license to use the Background IP solely for the purpose of operating the Deliverables or utilising the Services.

   2. Foreground IP (Deliverables): Subject to Clause 6.3, EncodeDotHost assigns to the Customer all Intellectual Property Rights in the custom Deliverables created specifically for the Customer under an SOW (e.g., bespoke design and custom code).

   3. Transfer Conditional on Payment: The assignment of IPR in Clause 6.2 is strictly conditional upon full payment of all Charges due under the relevant SOW. Until full payment is received, the Customer has no right to use or transfer the Deliverables.

   4. Third-Party IP: The Customer acknowledges that certain elements (e.g., stock photos, open-source fonts, plugins) are licensed from third parties. EncodeDotHost assigns no ownership in these but warrants it has the right to sub-license them to the Customer.

   5. Revocation of Third-Party Licenses: Where EncodeDotHost provisions premium software licenses, themes, or third-party plugins as part of an ongoing hosting or maintenance plan, these licenses may be supplied under EncodeDotHost's agency or developer accounts. Upon cancellation or termination of the relevant ongoing plan, EncodeDotHost will immediately revoke these licenses. The Customer acknowledges that they will be solely responsible for purchasing their own independent licenses directly from the third-party vendors to maintain continued functionality, security updates, and support.

7. Data Protection & UK GDPR

   1. Both parties agree to comply with all applicable requirements of the UK Data Protection Legislation (UK GDPR and Data Protection Act 2018).

   2. All processing of Personal Data under this Agreement is strictly governed by the Data Processing Agreement (DPA) available on the EncodeDotHost website, which is incorporated into this MSA by reference.

8. Limitation of Liability – IMPORTANT

   1. Nothing in this Agreement limits liability for death, personal injury caused by negligence, or fraud.

   2. Subject to Clause 8.1, EncodeDotHost shall not be liable to the Customer for:

      1. Loss of profits, revenue, or business;

      2. Loss of anticipated savings;

      3. Loss of or damage to goodwill;

      4. Loss or corruption of data;

      5. Any indirect or consequential loss.

   3. Liability Cap: EncodeDotHost's total aggregate liability to the Customer arising under or in connection with this Agreement (whether in contract, tort, negligence, or otherwise) shall be strictly limited to 100% of the total Charges paid by the Customer for the specific Service giving rise to the claim in the 12 months preceding the breach.

9. Confidentiality

   1. Obligations: Each Party undertakes that it shall not disclose to any person any Confidential Information concerning the business, affairs, customers, clients, algorithms, source code, or suppliers of the other Party.

   2. Permitted Disclosure: Each Party may disclose the other Party's Confidential Information to its employees, officers, or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement, or as required by law.

   3. Exceptions: Confidentiality obligations do not apply to information that becomes publicly known other than through a breach of this Agreement, or information independently developed by the Recipient.

10. Non-Solicitation

    1. The Customer shall not, without the prior written consent of EncodeDotHost, at any time from the date of this Agreement to the expiry of 12 months after the termination of this Agreement, solicit or entice away from EncodeDotHost, or employ, any person who is, or has been, engaged as an employee or consultant of EncodeDotHost.

11. Termination

    1. Without affecting any other right or remedy available to it, either Party may terminate this Agreement, an Order, or an SOW with immediate effect by giving written notice if:

       1. The other Party commits a material breach of any term (including failure to pay fees) and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;

       2. The other Party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (Insolvency).

       3. The Customer breaches the Acceptable Use Policy (AUP).

    2. Upon termination, all outstanding unpaid invoices shall become immediately payable, and EncodeDotHost may permanently delete Customer data from its servers.

12. General

    1. Force Majeure: Neither Party shall be in breach of this Agreement nor liable for delay in performing obligations if such delay is caused by events beyond its reasonable control.

    2. Entire Agreement: This Agreement, along with the incorporated Schedules, AUP, DPA, and any applicable SOW, constitutes the entire agreement between the parties.

    3. Governing Law: This Agreement shall be governed by and construed in accordance with the law of England and Wales.

    4. Jurisdiction: Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.