Master Services Agreement

This Master Services Agreement ("Agreement") is entered into by and between Compound Digital Technologies Limited (T/A flowmondo) whose company number is 09410932 and registered address 167-169 Great Portland Street, 5th Floor, London, England W1W 5PF (“Service Provider”), and any individual or entity that procures our services (“you”, “your”, “Customer”).

1. Purpose of Agreement

1.1

This Agreement sets forth the terms and conditions under which the Service Provider shall provide services to the Customer, including but not limited to analysis and discovery, strategy and design consulting, implementation, support, and training (collectively, the "Services").

1.2

Acceptance of Terms: By engaging the Service Provider for any Services, the Customer accepts and agrees to be bound by the terms of this Agreement. If the Customer does not agree to these terms, the Service Provider cannot provide Services.

1.3

Changes to Terms: The Service Provider reserves the right to amend this Agreement, including fees, periodically. The Customer will be referred to this Agreement upon each new project engagement.

1.4

Individual Statement of Work(s) will be agreed at the project level as required by the Customer and agreed with flowmondo. 

1.5

Each Statement of Work (SOW) will detail the specific services, timelines, and payment terms for the respective Project and will be governed by the terms and conditions of this Agreement. 

1.6

Amendments to any agreed Statement of Work (SOW) will require mutual written consent.

2. Definitions

2.1

Customer: Any individual or entity which procures services from the Service Provider.

2.2

Services: Digital automation and technology development services as described in Clause 1.1.

2.3

Statement of Work (SOW): A written document, mutually agreed and signed by both Parties, detailing project-specific scope, deliverables, timelines, and commercial terms.

2.4

Project: A specific undertaking defined in a Statement of Work (SOW) executed in response to a request made by Customer pursuant to this Agreement

2.5

Deliverables: Outputs provided under an SOW, including but not limited to workflows, integrations, software solutions, data, content, documentation, consulting services, advisory services, or training services.

2.6

Confidential Information: Non-public information disclosed by either Party, including client data, proprietary methods, platform credentials, and business processes.

2.7

Third-Party Platforms: Software tools used in service delivery, including but not limited to Zapier, Make.com, Airtable, Xano, and the Customer’s technology stack.

3. Commercial Engagement

3.1

The Service Provider operates on a prepayment basis unless credit terms are explicitly agreed in writing. Customers maintain a positive balance, and Services delivered consume time from this balance. Customers may purchase hours in higher volumes at preferred rates.

3.2

Pay As You Go (PAYG) Project Services:

3.2.1

Services: Includes Live Development Calls, Rapid Solution Implementations, and Ad-Hoc Consulting.

3.3

Retained Project Services:

3.3.1

Block Purchase: Pre-purchased blocks of service hours.

3.3.2

Recurring Retainer: Fixed number of hours per month, invoiced on the first (1st) day of each month, payable within seven (7) calendar days via transfer or Direct Debit.

3.3.3

Security & Helpdesk Access: To access our retained project services, the Customer must have an active account management plan which provides access to our support desk and credential sharing systems.

3.4

Credit Accounts:

3.4.1

Where agreed on a case-by-case basis, a Customer may be entitled to a credit account with custom payment terms.

3.4.2

All credit accounts are subject to a successful credit check and assessment administered by our commercial team.

3.4.3

Services and expenses delivered in a calendar month are invoiced on or around the final working day of that month and payable within seven (7) calendar days unless otherwise stated.

4. Payment Terms

4.1

Payment terms, including invoicing frequency and due dates, will be specified in each Statement of Work (SOW).

4.2

PAYG Engagements:

4.2.1

Payment must be made upfront by credit card, debit card or bank transfer unless otherwise stated in writing within the SOW.

4.2.2

Services will commence upon receipt of payment per the terms of the SOW.

4.3

Retainer Engagements:

4.3.1

Payment will be collected at the start date of the engagement and monthly thereafter by direct debit or bank transfer.

4.3.2

The first payment is due at the commencement of the engagement, and subsequent payments are due on the first calendar day of each month thereafter.

4.4

All payments are to be made in GBP (£) unless otherwise specified in the SOW.

4.5

The Service Provider reserves the right to withhold delivery of Services if payment is not received within the specified timeframe.

4.6

The Customer is responsible for ensuring sufficient funds are available for transactions and for any bank charges or fees associated with the payment.

4.7

The Customer will be provided with the necessary authorisation forms to enable payments.

4.8

In the event of late payment, the Service Provider reserves the right to charge interest on the overdue amount at a rate of 4% above the Bank of England base rate until payment is made in full.

5. Expenses

5.1

You agree to pay reasonable expenses where these are incurred in connection with delivery of services to you.  These will be included in your statement each calendar month.  Billable expenses include, but are not limited to the following items:

5.1.1

Travel: Mainland UK road travel is billed at HMRC’s standard rate per mile. Rail (first-class) and air travel tickets will be billed at cost.  Long-haul flights before 10am may require airport hotel accommodation the previous night, and all flights taken in connection with our work shall be in business class as standard.

5.1.2

Travel Time: Travel time totalling more than four hours in a 24h period will be payable, and a travel rate of £50.00 per hour will be applied to your next invoice.

5.1.3

Accommodation: You agree to pay for overnight accommodation where our physical presence in connection with our work for you falls between the hours of 19:00 - 07:00 the day before, the day of, or the day after the engagement, in the local time zone.  Four-star hotel rooms will be used as standard. This will be billed at cost and added to your invoice.

5.1.4

Sustenance:  Where we incur travel of more than two hours total in a 24 hour period, you agree to pay for reasonable food and refreshments costs, accounting for the time of day (i.e. travel around meal times).  This will be billed at cost and added to your invoice.

5.1.5

Sub-contractor Management: Except when part of our Retained Services agreement with you; where we manage third-party contractors entirely on your behalf but where the sub-contractors invoice you directly, we will apply a management fee equal to 10% of their invoiced amount to cover our own administration and management costs. This will be added to your invoice.

5.1.6

Material: Where we incur material costs on your behalf, such as: media, physical items and any software which will be entirely transferred to you in the course of our work. This will be billed at cost and added to your next invoice.

6. Delivery of Services

6.1

The specific Services provided under this Agreement will be detailed in an individual Statement of Work (SOW) as agreed upon by the parties. 

6.2

flowmondo warrants that it will provide the Services with reasonable skill and care. All other warranties, express or implied, are disclaimed.

6.3

flowmondo will regularly review service performance and work with the Customer to identify areas for improvement.

6.4

Feedback from the Customer will be incorporated into flowmondo’s processes to enhance future service delivery and performance.

6.5

Services are offered during UK office hours, 9am-5pm, Monday to Friday, excluding UK public holidays.

6.6

Services are delivered in 15-minute increments, with a tolerance of +/- 10%.

6.7

The Service Provider will deliver the Services as outlined in the Statement of Work (SOW). Any changes to the scope of Services after acceptance of the Statement of Work (SOW) may incur additional charges, which will be agreed upon in writing by both parties.

6.8

While the timeframe for Delivery is agreed upon at the start of the Project, Pay As You Go products may experience reasonable slippages in delivery timing (generally within a week) due to their flexible nature.

6.9

Retainer products are scheduled to ensure allocated resources and delivery, with timeframes and milestones agreed upon at the start of the Project.

7. Third-Party Platforms and Risks

7.1

Reliance: The Service Provider is not liable for issues arising from Third-Party Platforms, including downtime, API changes, or data breaches, whether from platforms used by the Service Provider or the Customer’s technology stack.

7.2

Customer Responsibilities: The Customer shall maintain active subscriptions, comply with Third-Party Platform terms, and ensure proper configuration. The Service Provider is not liable for issues caused by the Customer’s actions, including configuration changes or unpaid subscriptions.

7.3

Resource Consumption: The Customer is responsible for all third-party software licensing and usage costs.

7.4

Prices and Payment Terms: We shall not be held liable for price increases of third-party software that we have recommended to the Customer.

8. Customer Responsibilities

8.1

Access: The Customer shall provide necessary credentials, system access, and IT dependencies (e.g., permissions, scopes) to enable Service delivery.

8.2

Security: The Customer shall adhere to good security practices, including the use of strong passwords, avoiding reused passwords, and sharing passwords via encrypted means.

8.3

Feedback: The Customer shall provide feedback within the same working week as requested to avoid delays.

8.4

Dependencies: The Customer is responsible for managing third-party suppliers and delays. Service Provider timelines exclude delays caused by the Customer or third parties.

8.5

The Customer is responsible for ensuring the accuracy and completeness of any information provided to the Service Provider.

8.6

The Customer must respond to the Service Provider’s inquiries or requests within one working day to avoid delays in the delivery of Services.

8.7

The Customer agrees to comply with the Service Provider’s Privacy Policy regarding the handling of personal data.

8.8

The Customer shall ensure that their use of the Services complies with all applicable laws and regulations.

9. Amendment and Assignment

9.1

Any changes to the Statement of Work (SOW), timelines, or costs of the Services must be documented and approved in writing by both parties. The following process will be used to manage changes:

9.1.1

Either party may submit a written Change Request detailing the proposed changes

9.1.2

Upon receiving a Change Request, the receiving party will review the request and assess the impact of the proposed change on the existing Statement of Work (SOW) and Project dependencies.

9.1.3

Both parties must agree to the Change Request in writing.

9.1.4

Once approved, the Change Request will be documented as an addendum to the relevant Statement of Work (SOW).

9.1.5

flowmondo will implement the approved changes according to the revised scope, timelines, and costs.

9.1.6

Both parties will communicate any potential impacts of the change on project deliverables, including any delays or additional costs, to ensure transparency and ongoing collaboration.

9.2.

Neither party may assign their rights or delegate their duties under this Agreement without the prior written consent of the other party.

10. Confidentiality and Data Handling

10.1

Both parties agree to maintain the confidentiality of all information disclosed during the term of this Agreement, including but not limited to business processes, technical information, and personal data.

10.2

Both parties agree to adhere to GDPR and the UK Data Protection Act 2018 throughout the length of this Agreement.

11. Intellectual Property

11.1

Use of our Proprietary Tools: From time to time, we may give you access to proprietary tools we have developed.  If the terms of access are not stipulated in your proposal, the period of access is to be taken as twelve months.  We retain exclusive ownership of the IP, but grant you a licence to use it for the agreed period.  Copying, modifying and sharing the IP is strictly forbidden without our express written permission.  Upon conclusion of the access term, you agree to cease use of the tool(s) unless express written permission is obtained from us.

11.2

Rights Assignment: We retain ownership and exclusive use of all IP (including but not limited to code, visual content or written content, trademarks, copyright or original concepts) created or modified by us until our fee is paid in full.  When our fee is paid in full by you, we assign the rights to you in line with the relevant sections of this agreement.  If you do not pay our fee, we remain its owner and we may use any legal means afforded us to prevent you from using the IP.  This may include the termination of yours and any third-party’s access to the content.

12. Publicity

12.1

Referrals are an important aspect of our marketing strategy. In contracting with us, you grant us the right to mention the following on our website, and in our marketing and advertising collateral: your company’s name; the work that we did for you, described generally; and the relative impact that our work had on your business.

12.2

You also grant us the right to link to your website. 

12.3

The rights granted to us are non-exclusive and irrevocable. We additionally retain the right to acknowledge our authorship of work done for you in an advertising and marketing context. Changes to these rights should be agreed upon in writing before you make your first payment.

13. Termination and Transition

13.1

30 days' written notice is required from either party to terminate this agreement. 

13.2

There are no refunds for early termination by the Customer; a refund will be pro-rated if terminated by flowmondo. 

13.3

Reasonable assistance will be provided by flowmondo for transitioning Services upon cancellation. All MSA obligations will be upheld by flowmondo during a transition. Indemnification
Each party agrees to indemnify and hold harmless the other party from any third-party claims arising from their own negligence or misconduct.

14. Limitation of Liability

14.1

The liability of flowmondo is limited to the amount paid by the Customer for the Services.

14.2

Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party (the "Indemnified Party"), its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees and costs) arising out of or in connection with:

14.2.1

Negligence or Misconduct: Any claim resulting from the Indemnifying Party's negligence or wilful misconduct.

14.2.2

Intellectual Property Infringement: Any claim that the services, deliverables, or any part thereof, infringe upon any patent, copyright, trademark, trade secret, or other intellectual property right of any third party, provided that the Indemnifying Party has not used the deliverables in a manner inconsistent with this Agreement.

14.2.3

Third-Party Claims: Any third-party claims arising out of or related to the Indemnifying Party's use of the services or deliverables provided under this Agreement, including but not limited to claims related to data privacy, confidentiality, and data protection.

14.3

Neither party shall be liable for any failure or delay in performing their obligations due to events beyond their reasonable control. 

14.4

Our liability under this Agreement with respect to the services that we provide, any code that we install on your site, any reports that we provide, or any other materials provided as part of our services, is limited to correction of the services or materials. If correction is not possible or impractical, then our liability is limited to a refund of any fees paid to compound by you under this agreement. This liability limit applies to any legal theory of damages, including negligence, contract, warranty, or otherwise as may be applicable. We won’t be liable for any lost profits, incidental, special, or consequential damages, even if we’ve been advised of the possibility of such damages.

15. Indemnification

15.1

You agree to indemnify, defend, and hold flowmondo, its owners, directors, officers, employees, contractors, agents, and affiliates harmless against any third-party claims of copyright, trademark, trade secret, or other intellectual property infringement brought against flowmondo for using any of the materials that you provide to us to perform services for You or otherwise resulting from any breach by You of this agreement. In other words, if someone sues us for working with material that you’ve provided to us, you agree to pay our legal fees and any losses or liabilities that we might suffer as a result.

16. Representations and Warranties

16.1

We represent and warrant that, to the best of our knowledge, our services will not infringe on the intellectual property rights of any third party. You represent and warrant that any materials you provide us will similarly not infringe on any third party’s intellectual property rights. Except for the express representations and warranties stated in this agreement, we, flowmondo, make no warranties whatsoever. We explicitly disclaim any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project. Except as may be expressly provided, our services and any materials delivered to you are provided “as is.”

17. Waiver

17.1

If one of us chooses not to act on a breach of this Agreement, that choice won’t waive our right to enforce the agreement based on a different breach.

18. Severability

18.1

If any provision of this agreement isn’t enforceable, the rest of this agreement remains valid and enforceable.

19. Governing Law and Jurisdiction

19.1

This Agreement is governed by the laws of England and Wales.

19.2

Disputes will be resolved through mediation administered by the Centre for Effective Dispute Resolution (CEDR). If mediation fails, disputes will be resolved in the courts of England and Wales.

19.3

Notices under this Agreement shall be delivered by registered mail to the addresses specified above or such other address as either party may designate in writing.

20. Entire Agreement

This Agreement, along with any Statement of Work (SOW), constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.

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