Master Services Agreement

In plain English

This agreement holds the rules that are the same whatever you buy from us: who we are, how you pay, what happens if something goes wrong, how either of us can end things, and how we look after personal data. Each service then has a short schedule with only the rules that are particular to it: SaaS, Web Design, Website Hosting, Email Hosting and Domain Names. You only sign up to this agreement once. Each time you order a new service, its schedule is added, so a website, email and domains on one bill are all under one contract. Fees are due within 14 days, we cap what either of us can claim, and you can leave any service on the terms in its schedule.

This summary is provided for convenience only. The full terms below take precedence in all cases.

1. About This Agreement

1.1 This Master Services Agreement is made between Geeky Code Ltd ("Company", "we", "us", or "our"), a company registered in England and Wales (Company Number: 12200751), with its registered office at 24 Downsview, Chatham, Kent, ME5 0AP, United Kingdom, and the business customer named in an Order ("you", "your", "Client").

1.2 What the agreement is made of – The contract between us (the "Agreement") is made up of:

• each order, quote, proposal or statement of work that you accept, or package you request through our website and we confirm in writing (an "Order");
• the schedule for each service you order (a "Schedule");
• these general terms (the "General Terms"); and
• our Data Processing Agreement, where we process personal data on your behalf.

1.3 Which document wins – If these documents conflict, the first in the following list takes precedence: the Order, then the Schedule, then the Data Processing Agreement, then the General Terms. A Schedule only changes the General Terms where it says so expressly.

1.4 Our services – The services covered by this Agreement (each a "Service") and their Schedules are:

1.5 Starting – The Agreement starts when you first accept an Order, and each Service starts when the Order for it is accepted. Accepting an Order means signing it, confirming it in writing, including by email, or, for our SaaS products, creating an account and starting to use them. Later Orders are added to the same Agreement; you do not need to accept these General Terms again.

1.6 Business customers only – This Agreement is for business customers only. It does not apply to consumers.

1.7 Our previous terms – This Agreement replaces our separate SaaS Terms (previously called our Terms and Conditions, and also referred to as the Master Service Agreement), Web Design Terms, Website Hosting Terms, Email Hosting Terms and Domain Name Terms. It applies to every Order accepted on or after its effective date. If you were already a customer under any of those terms, this Agreement applies to you 30 days after we tell you about it, except that a web design project already in progress continues under the terms you accepted for it until it is finished. Copies of our previous terms are available on request.

2. Your Account and Your People

2.1 Who can instruct us – We will take instructions about the Services from the person named in the Order, and anyone else you authorise in writing. You must tell us promptly when someone stops being authorised, for example when they leave your organisation.

2.2 Accurate details – You must give us accurate contact and billing details and keep them up to date.

2.3 Credentials – You are responsible for everything done using the accounts, passwords and other sign-in details we give you or your users, and for keeping them secure. You must tell us straight away if you think any have been compromised.

2.4 Your users – You are responsible for making sure that everyone you give access to a Service complies with this Agreement.

3. Acceptable Use

3.1 You must not, and must make sure your users do not, use any Service to:

• do anything unlawful, fraudulent or harmful, or that infringes anyone else's rights;
• send spam, or host or distribute phishing, malware or anything else designed to deceive people or harm their devices;
• attack, scan or break into any system, including ours; or
• disrupt, overload or interfere with our systems, or those of our suppliers.

3.2 Each Schedule may add rules for its Service.

3.3 Complaints – If we receive a complaint about how you or your users use a Service, we will pass it to you. You agree to indemnify us against any claim by a third party arising from a breach of this section 3 by you or your users.

4. Fees and Payment

4.1 Fees – Fees are set out in the Order or, where it does not set them out, in our current price list. All fees are exclusive of VAT, which is added where applicable.

4.2 Invoices – Unless the Order or Schedule says otherwise, fees are invoiced in advance and invoices are due within 14 days of the invoice date. Where you pay by card or direct debit, we take payment on the invoice date.

4.3 Late payment – If an invoice is not paid on time, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

4.4 Suspension for non-payment – If an invoice is more than 30 days overdue, we may suspend the Service it relates to after giving you at least 7 days' written notice. We will restore the Service promptly once the overdue amount is paid. Suspension never affects your ownership of your domains, data or website, and we will not delete anything because of non-payment without first ending the Service under section 11.

4.5 Price changes – We may change our prices by giving you at least 30 days' notice in writing. A new price applies from the first invoice after the notice period ends, and for yearly plans only from your next renewal. Prices agreed for a fixed project, such as in a web design Proposal, do not change during that project.

4.6 Refunds – Fees are not refunded for part of a billing period, unless this Agreement or the law says otherwise.

4.7 Disputed invoices – If you dispute an invoice in good faith, you must tell us within 14 days of the invoice date and pay any undisputed part on time. We will not suspend a Service over an amount that is genuinely in dispute while we try to resolve it.

5. Our Suppliers

5.1 Some Services rely on third-party suppliers, such as Hetzner for website hosting, Fastmail for email hosting, and domain registries and registrars for domain names. The Schedule for each Service names its main suppliers.

5.2 Where a Schedule says so, your use of a Service is also subject to its supplier's own terms, which you agree to when you order that Service.

5.3 We remain responsible to you for the Services under this Agreement, but we are not liable for a supplier's failure, outage or change except as the Schedule for that Service says.

6. Intellectual Property and Your Data

6.1 Your data and content – You keep all rights in the data, content and other material that you or your users give us or put into a Service ("Your Data"). You grant us a licence to use Your Data only as needed to provide the Services.

6.2 Our materials – We keep all rights in our software, tools, code libraries, templates, know-how and methods, including our SaaS products ("Company Materials"). The Schedules say what you may do with Company Materials for each Service.

6.3 Your content is lawful – You confirm that you have the right to use Your Data, and that our use of it to provide the Services will not infringe anyone else's rights. You agree to indemnify us against any claim that it does.

6.4 Keep your own copies – We take care with Your Data, and some Services include backups, but you are responsible for keeping your own copies of anything you cannot afford to lose.

7. Data Protection

7.1 Our Data Processing Agreement – Where we process personal data on your behalf as part of a Service, you are the controller, we are your processor, and our Data Processing Agreement applies. The Schedule for each Service describes the processing involved.

7.2 Our own data about you – We handle the personal data we hold about you, such as your contact and billing details, as an independent controller, as described in our Privacy Policy.

8. Confidentiality

8.1 Each of us will keep confidential any information about the other's business that is marked as confidential or would reasonably be considered confidential, and will only use it for the purposes of the Agreement.

8.2 This does not apply to information that is public, that the recipient already had or developed independently, or that must be disclosed by law.

8.3 This section 8 continues for 3 years after the Agreement ends.

9. Warranties

9.1 We will provide the Services with reasonable care and skill, and as described in the Order and the Schedule.

9.2 Except as set out in this Agreement, all warranties, conditions and other terms implied by law are excluded to the fullest extent the law allows. We do not guarantee that any Service will be uninterrupted or error-free, or achieve any particular business result.

10. Limitation of Liability

10.1 Nothing in the Agreement limits or excludes either of our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law, or your liability to pay fees due under the Agreement.

10.2 Subject to section 10.1, neither of us is liable to the other for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.

10.3 Subject to section 10.1, we are not liable for any loss or corruption of data, except to the extent that it could have been recovered from a backup that the Schedule says we will keep. In that case, our liability is limited to the reasonable cost of restoring the data from that backup.

10.4 Subject to section 10.1, our total liability for each Service, whether in contract, tort (including negligence) or otherwise, is limited to the fees paid or payable by you for that Service in the 12 months before the event giving rise to the claim. For a project under the Web Design Schedule, it is limited instead to the total fees for that project.

10.5 Subject to section 10.1, our total liability under the Agreement as a whole in any 12-month period is limited to the total fees paid or payable by you under the Agreement in that period.

11. Ending a Service or the Agreement

11.1 Ending a Service – Each Schedule says how you and we can end the Service it covers. Ending one Service does not affect any other.

11.2 For breach – Either of us may end a Service, or the whole Agreement, immediately by written notice if the other:

• materially breaches it and, where the breach can be put right, does not put it right within 14 days of being asked to; or
• becomes insolvent, enters administration or liquidation, or stops trading.

11.3 Ending the Agreement – The Agreement ends automatically when no Service remains in place. Either of us may also end it by written notice once no Order is in progress.

11.4 What happens when a Service ends –

• you will pay all fees due for the Service up to the date it ends;
• we will return or delete Your Data as the Schedule says, and you should take a copy of anything you need before then; and
• the Schedule's provisions on leaving, such as handing over your website or transferring your domains, apply.

11.5 Sections 3.3, 4, 6, 7, 8, 10, 11.4, 13 and 14, and any parts of a Schedule that by their nature should, continue after a Service or the Agreement ends.

12. Changes

12.1 To these terms – We may update the General Terms or a Schedule from time to time, for example to reflect a change in the law or in a supplier's terms. We will tell you about material changes at least 30 days before they take effect, and you may end the affected Service without charge before then if you do not accept them.

12.2 Fixed projects – The version in force when you accept a web design Proposal applies to that project until it is finished.

13. General

13.1 Subcontracting – We may use subcontractors to provide parts of the Services, but we remain responsible for their work.

13.2 Assignment – Neither of us may transfer our rights or obligations under the Agreement without the other's written consent, which must not be unreasonably withheld. We may transfer the Agreement to a company that takes over our business.

13.3 Force majeure – Neither of us is liable for delays or failures caused by events outside our reasonable control. If such an event stops a Service for more than 30 days, either of us may end that Service by written notice.

13.4 Entire agreement – The Agreement is the whole agreement between us about the Services. It replaces any earlier discussions or understandings. Your own purchase order terms do not apply, even if they are attached to an Order.

13.5 Severability – If any part of the Agreement is found to be invalid, the rest remains in effect.

13.6 No waiver – If either of us delays or does not enforce a right under the Agreement, that does not waive it.

13.7 Third-party rights – No one other than you and us has any right to enforce the Agreement.

13.8 Notices – Notices under the Agreement must be in writing and may be sent by email. Notices to us go to hello@geekyco.de, and notices to you go to the contact email address in the latest Order or that you have since given us.

14. Governing Law

14.1 The Agreement, and any dispute arising from it, is governed by the laws of England and Wales.

14.2 We will try to resolve any dispute through good-faith discussion first. If that does not work, the courts of England and Wales have exclusive jurisdiction.