Commercial & IP generatorUnited Kingdom
Services Agreement / MSA (England & Wales)
A master services agreement for a UK supplier providing services to a business customer, with statement-of-work structure, IP ownership, UK GDPR data processing, liability caps compliant with UCTA 1977, and late-payment interest under the Late Payment of Commercial Debts (Interest) Act 1998.
What is a Services Agreement / MSA?
A Services Agreement / MSA (England & Wales) is the master services agreement a UK supplier uses with a business customer. It carries a statement-of-work structure, IP ownership terms, UK GDPR data processing, liability caps compliant with UCTA 1977, and late-payment interest under the Late Payment of Commercial Debts (Interest) Act 1998.
Agencies, consultancies, and B2B service providers in England & Wales that want a reusable framework agreement under which multiple statements of work can be issued.
Services Agreement / MSA template, current for 2026
The 2026 refresh brought a UCTA 1977-compliant liability regime (unlimited for death/personal injury and fraud), UK GDPR Article 28 processor terms, statutory late-payment interest, and TUPE awareness for service transfers.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Services Agreement / MSA as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- What is the date of this Agreement? The date the master agreement is entered into. This sets the reference point for notice periods and the initial term.
- Who is the Supplier (the party providing the services)? The UK business providing the services. We capture the full legal name, company number and registered office so the contracting entity is unambiguous.
- What type of entity is the Supplier? Determines how we describe the Supplier and which registration details apply (e.g. company number vs. LLP number).
- Who is the Customer (the business receiving the services)? The business customer. We capture full legal name, company number and registered office to bind the correct entity.
- What type of entity is the Customer? Confirms this is a business-to-business arrangement, which matters for UCTA 1977 reasonableness and consumer-law carve-outs.
- Briefly describe the services the Supplier will provide under this Agreement. A high-level description of the overall service relationship. Specific deliverables and scope will sit in each Statement of Work; this frames the whole engagement.
- What is the initial term of the Agreement, in months? How long the master framework runs before renewal or expiry. SOWs can run within or beyond this term depending on your choice below.
- How should the Agreement continue after the initial term? At the end of the term the framework can auto-renew, continue month to month, or expire and need an express renewal.
- How many days' written notice may either party give to terminate the Agreement for convenience? The notice period for ending the framework without cause. A longer period gives the other side time to wind down.
- How are the charges generally structured? Sets the default charging mechanism; individual SOWs can specify precise fees. This drives the payment, invoicing and audit wording.
- In what currency are the charges payable? All amounts and interest calculations will use this currency.
- Within how many days of invoice must the Customer pay? The payment window. Under the Late Payment of Commercial Debts (Interest) Act 1998, if unspecified the default is 30 days; a business-to-business term should not exceed 60 days unless expressly agreed and not grossly unfair.
- Are the charges stated exclusive of VAT? Standard UK practice is to state fees exclusive of VAT and add VAT on top. This confirms the tax treatment.
- What late-payment interest rate should apply? The Late Payment of Commercial Debts (Interest) Act 1998 sets statutory interest at 8% above the Bank of England base rate. You may adopt the statutory rate or specify a different substantial contractual remedy.
- What contractual late-payment interest rate (% per annum above base rate)? Only if you chose a specified rate. It must be a 'substantial remedy' under the 1998 Act or a court may substitute the statutory 8% above base.
- For how many years should the Supplier retain time, cost and expense records for audit? Drives the commercial records-and-audit right for time-and-materials work and expenses. Six years aligns with the ordinary contractual limitation period in England and Wales; use a shorter period only where justified.
- Who owns the intellectual property in the deliverables created for the Customer? The core IP allocation. Assignment gives the Customer ownership of bespoke deliverables; a licence lets the Supplier retain ownership and grant usage rights.
- If the Supplier grants a licence to use its IP, what is the scope? Defines how broadly the Customer may use Supplier-owned or background IP embedded in the deliverables.
- How should the Supplier's liability cap be set? The financial ceiling on liability. Under UCTA 1977 the cap must be reasonable; certain liabilities (death/personal injury from negligence, fraud) cannot be excluded. This sets the headline cap for everything else.
- What multiple of the charges should the liability cap be? Only if the cap is a multiple of charges. Commonly the total charges paid or payable in the 12 months before the claim, or a multiple thereof.
- What fixed monetary amount should the liability cap be? Only if the cap is a fixed amount (or the floor of a 'greater of' cap). Enter the number only; the currency you selected is added automatically and thousands separators are applied. Set at a level proportionate to the contract value and insurance cover.
- Will the Supplier process personal data on the Customer's behalf? If yes, UK GDPR Article 28 requires a written processor agreement with mandatory terms. We will include a full data-processing schedule.
- What is the subject matter and nature of the personal data processing? UK GDPR Article 28(3) requires the DPA to state the subject-matter and nature/purpose of processing. Describe briefly.
- What categories of personal data and data subjects are involved? Article 28(3) requires the types of personal data and categories of data subjects to be specified in the DPA.
- Will personal data be transferred outside the UK? UK GDPR restricts transfers outside the UK. If yes, we require adequacy or appropriate safeguards (e.g. the UK IDTA or the UK Addendum to the EU SCCs).
- Is the Customer (or the business the Services support) a regulated entity? If the Customer is authorised or supervised by a regulator (for example the FCA, PRA, SRA or ICO), we add a covenant requiring the Supplier to support the Customer's regulatory compliance and to cooperate with the regulator where lawfully required.
- Which regulator supervises the Customer or the relevant activity? Name the relevant regulator so the compliance-cooperation covenant is specific (for example the Financial Conduct Authority).
- Is a staff transfer under TUPE anticipated on commencement or exit of the Services? The Transfer of Undertakings (Protection of Employment) Regulations 2006 can apply when services move between providers. If a transfer is anticipated, we add a TUPE clause with cooperation duties and indemnities apportioning pre- and post-transfer employment liabilities.
- Should deliverables be subject to a formal acceptance-testing regime? Adds an acceptance clause under which the Customer tests deliverables against the SOW acceptance criteria within a set period and may reject them and require correction. Common where software or defined work product is delivered.
- How many Business Days should the Customer have to test each deliverable? The acceptance period. If the Customer does not reject within this window (or uses the deliverable in live operation), it is deemed accepted.
- Should the Customer be able to approve changes to the Supplier's key personnel? Adds a key-personnel clause. Named individuals must remain on the engagement, and the Supplier cannot swap them out without the Customer's consent, subject to exceptions such as departure or leave.
- Should the Supplier need the Customer's consent to sub-contract material parts of the Services? Controls sub-contracting. Either the Supplier may sub-contract freely (remaining liable), or it must obtain the Customer's prior consent for material sub-contracting. In both cases the Supplier stays fully responsible for its sub-contractors.
- Should the Supplier be under a defined security-breach notification SLA? Adds a contractual breach-notification service level: the parties must report actual or suspected security incidents affecting confidential information or systems within a fixed number of hours. This sits alongside the UK GDPR personal-data breach duties.
- Within how many hours must a security incident be notified? The notification service level. 72 hours mirrors the UK GDPR outer limit; 24 or 48 hours is stricter and common for sensitive services.
- For how many years after the Agreement ends should confidentiality obligations survive? How long each party must keep the other's confidential information protected after the relationship ends. Trade secrets are typically protected indefinitely.
- Should the Supplier be required to maintain insurance? Whether to require professional indemnity and public liability cover, and at what level. This backs up the liability provisions.
- What minimum level of professional indemnity insurance should the Supplier maintain (per claim)? Only if insurance is required. Enter the number only; the currency you selected is added automatically and thousands separators are applied. This should be proportionate to the liability cap and the risk profile of the services.
- Should there be a non-solicitation restriction on poaching each other's staff? Prevents each party from soliciting the other's personnel involved in the services during and shortly after the engagement.
- For how many months after the engagement should the non-solicitation restriction last? The tail period for the staff non-solicit. Keep it reasonable and no longer than needed to be enforceable.
- How should disputes be resolved? Whether to require escalation/mediation before proceedings, and whether courts or arbitration have jurisdiction.
- Should service of contractual notices by email be permitted? Modern MSAs often allow email notice for most matters while requiring post for termination/breach. This sets your preference.
- Name of the person signing for the Supplier The individual who will execute the Agreement for the Supplier, for the signature block.
- Title of the person signing for the Supplier Their position (e.g. Director), confirming authority to bind the Supplier.
- Name of the person signing for the Customer The individual who will execute the Agreement for the Customer, for the signature block.
- Title of the person signing for the Customer Their position (e.g. Director), confirming authority to bind the Customer.
Frequently asked
About the Services Agreement / MSA and how HDAi works.
What is a Services Agreement / MSA (England & Wales)? +
A Services Agreement / MSA (England & Wales) is a master services agreement for a UK supplier providing services to a business customer. It has a statement-of-work structure, IP ownership terms, UK GDPR data processing, liability caps compliant with UCTA 1977, and late-payment interest under the Late Payment of Commercial Debts (Interest) Act 1998. Agencies, consultancies, and B2B service providers in England & Wales use it when they want a reusable framework agreement under which multiple statements of work can be issued.
Is HDAi's Services Agreement / MSA (England & Wales) legally binding? +
The Services Agreement / MSA (England & Wales) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. Every HDAi draft can be routed to a Hart David Carson attorney, who reviews the commercial terms from a US-law perspective after a planning call and, because this document is governed by foreign law, coordinates with locally admitted counsel (quoted separately) before you sign.
Do I need a lawyer to use this Services Agreement / MSA (England & Wales)? +
You can generate and download the Services Agreement / MSA (England & Wales) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Services Agreement / MSA (England & Wales) current for 2026? +
Its liability regime is UCTA 1977-compliant (unlimited for death/personal injury and fraud), its processor terms follow UK GDPR Article 28, it charges statutory late-payment interest, and it is TUPE-aware for service transfers, all refreshed for 2026.
How long does the Services Agreement / MSA (England & Wales) take? +
Estimated time about 23 min (45 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Services Agreement / MSA (England & Wales) work in the United Kingdom? +
Yes. This version is drafted for United Kingdom law and terminology. It is not a relabeled U.S. form. A licensed attorney coordinates with locally admitted counsel where required.
Other jurisdictions
The same document, drafted for another jurisdiction’s law.