Does the Unfair Contract Terms Act apply to an MSA?

It can apply to certain exclusions and limitations in business-to-business contracts, particularly where one party deals on the other's standard terms. Liability caps should be drafted with this in mind.

Do we need a separate DPA under the UK GDPR?

Yes, if the supplier processes personal data on behalf of the customer. The DPA can be a schedule to the MSA, but it must contain the Article 28 required terms.

Usually not. A simple contract is sufficient where there is consideration. A deed is used only when there is no consideration or where specific formalities require it.

United Kingdom (England & Wales)

Master Services Agreement

An English-law master services agreement template with SOW mechanics, liability caps, and GDPR hooks.

Under English law, a Master Services Agreement is typically executed as a simple contract and sits alongside individual Statements of Work that incorporate its terms. The English courts are accustomed to the MSA/SOW pattern and will generally enforce clearly-drafted liability caps and exclusions, subject to the Unfair Contract Terms Act 1977 where it applies.

Where the services involve processing personal data, the MSA should sit next to a GDPR Article 28 data processing agreement, either as a schedule or as a separate document. This separation keeps the commercial terms clean and ensures the data protection terms satisfy statutory requirements.

Required clauses for United Kingdom

Services and SOW Incorporation: How SOWs attach and the order of precedence.
Fees and Payment: Pounds sterling, payment terms, and late-payment interest under the Late Payment of Commercial Debts (Interest) Act 1998 as default.
IP Ownership: Customer ownership on payment with supplier retaining background IP.
Data Protection: Reference to Article 28 GDPR / UK GDPR and a DPA schedule where personal data is processed.
Limitation of Liability: Subject to UCTA 1977 where applicable; typically capped at fees paid in the prior 12 months.
Governing Law: Laws of England and Wales.
Exclusive Jurisdiction: Courts of England and Wales.

Example contract

A hand-written illustrative example. Not a substitute for legal advice on your specific situation.

MASTER SERVICES AGREEMENT

THIS AGREEMENT is made on [Effective Date] BETWEEN: (1) [Customer], a company incorporated in England and Wales with company number [number] ("Customer"); and (2) [Supplier], a company incorporated in [jurisdiction] with company number [number] ("Supplier").

1. SERVICES. Supplier shall provide the services described in one or more Statements of Work ("SOWs") agreed in writing between the Parties. Each SOW forms part of this Agreement. In the event of conflict, this Agreement shall prevail unless the relevant SOW expressly states otherwise.

2. CHARGES AND PAYMENT. Customer shall pay the charges set out in each SOW. Supplier shall invoice monthly in arrears. Invoices are payable within thirty (30) days of receipt. The Parties acknowledge that the Late Payment of Commercial Debts (Interest) Act 1998 applies to overdue amounts.

3. INTELLECTUAL PROPERTY. Each Party retains its background intellectual property. Subject to payment of the applicable charges, Supplier assigns to Customer all right, title, and interest in the deliverables produced specifically for Customer under a SOW, with the exception of Supplier's pre-existing tools and methodologies, for which Supplier grants a non-exclusive, perpetual licence.

4. CONFIDENTIALITY. Each Party shall keep confidential the other's confidential information and use it only for the purposes of this Agreement.

5. DATA PROTECTION. To the extent that Supplier processes personal data on behalf of Customer, the Parties shall comply with applicable data protection law, including the UK GDPR. The Parties shall execute a data processing agreement pursuant to Article 28 of the UK GDPR before any such processing begins.

6. WARRANTIES. Supplier warrants that it shall perform the services with reasonable care and skill. All other warranties, whether express or implied, are excluded to the fullest extent permitted by law.

7. LIMITATION OF LIABILITY. Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law. Subject to that, each Party's total liability under this Agreement shall not exceed the charges paid under the applicable SOW in the twelve (12) months preceding the event giving rise to liability. Neither Party shall be liable for loss of profits, loss of business, or indirect or consequential loss.

8. TERM AND TERMINATION. This Agreement shall continue until terminated by either Party on thirty (30) days' written notice, or immediately for material breach not remedied within thirty (30) days of notice, or on insolvency.

9. GOVERNING LAW. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of England and Wales.

10. JURISDICTION. The Parties irrevocably agree 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.

SIGNED by the authorised representatives of the Parties.

Frequently asked questions

Does the Unfair Contract Terms Act apply to an MSA?: It can apply to certain exclusions and limitations in business-to-business contracts, particularly where one party deals on the other's standard terms. Liability caps should be drafted with this in mind.
Do we need a separate DPA under the UK GDPR?: Yes, if the supplier processes personal data on behalf of the customer. The DPA can be a schedule to the MSA, but it must contain the Article 28 required terms.
Is the MSA a deed?: Usually not. A simple contract is sufficient where there is consideration. A deed is used only when there is no consideration or where specific formalities require it.

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