Master Services Agreement

Each clause with the page it sits on. Pick one to see it highlighted in the document.

• p.1CoverMaster Services Agreement between Marlowe & Finch LLP and Orchard Logistics Ltd Dated 14 July 2025 Reference MF-MSA-2025-031 Fictional document...
• p.3Parties and backgroundThis Agreement is made on 14 July 2025 between: (1) Marlowe & Finch LLP, a limited liability partnership registered in England and Wales under number...
• p.3-4 §1.1Definitions and interpretationIn this Agreement the following words have the meanings set out below: “Authorised Persons” means the individuals named by the Customer in writing...
• p.4 §1.1Definitions and interpretation“Services” means the collection, transport, storage, retrieval, delivery and secure destruction of Records, and the other services described in...
• p.4 §2.1TermThis Agreement starts on the Commencement Date and continues for an initial term of 36 months (the “Initial Term”). 2.2 After the Initial Term this...
• p.4 §3.1The ServicesThe Supplier shall provide the Services from the Commencement Date throughout the Term, in accordance with this Agreement. 3.2 The Supplier shall...
• p.4-5 §3.3The ServicesCollections and deliveries take place on Business Days within the time windows in Schedule 2. The Customer shall give the Supplier access to the...
• p.5 §3.5The ServicesThe Customer may ask for additional services, such as scanning or special handling of original deeds. The Supplier shall quote for them within five...
• p.5 §4.1Service levels and service creditsThe Supplier shall meet or exceed each Service Level in every calendar month. 4.2 The Supplier shall report its performance against each Service...
• p.5 §4.3Service levels and service creditsIf the Supplier misses a Service Level in a calendar month, the Customer is entitled to the Service Credit shown in Schedule 2 for that Service...
• p.5-6 §5.1Charges and paymentThe Customer shall pay the Charges for the Services. The Charges are fixed for the first Contract Year, subject to clause 5.4. 5.2 The Supplier shall...
• p.6 §5.4Charges and paymentOn each anniversary of the Commencement Date the Supplier may increase the Charges by a percentage that does not exceed the lesser of 3% and the...
• p.6 §6.1Custody and security of RecordsThe Supplier shall store Records only at the Facility. The Facility must have, throughout the Term: a monitored intruder alarm; CCTV covering every...
• p.6 §6.2Custody and security of RecordsThe Supplier shall not move Records to a different facility without the Customer’s prior written consent. The Supplier shall give at least 60 days’...
• p.6-7 §6.4Custody and security of RecordsThe Supplier shall release a Box only to an Authorised Person, or to a courier who presents a written release from an Authorised Person. Vehicles...
• p.7 §6.6Custody and security of RecordsIf the Supplier cannot find a Box, it shall tell the Customer in writing within 24 hours of the discovery, start an immediate search, and report on...
• p.7 §7.1Personnel and subcontractingThe Supplier shall make sure that every person who handles Records has been subject to pre-employment screening that includes identity, right-to-work...
• p.7 §8.1ConfidentialityEach party shall keep confidential all information of a confidential nature that it receives from the other in connection with this Agreement, and...
• p.7 §8.2ConfidentialityA party may disclose the other’s confidential information to its personnel, insurers and professional advisers who need to know it and are bound by...
• p.8 §9.1Intellectual propertyEach party keeps its existing intellectual property rights. Nothing in this Agreement transfers ownership of any of them. 9.2 The Customer grants the...
• p.8 §10.1Warranties and indemnityEach party warrants that it has the power and authority to enter into this Agreement and that doing so does not breach any other agreement that binds...
• p.8 §10.3Warranties and indemnityThe Supplier warrants that the Services, and the Customer’s receipt of them, do not infringe any third party’s intellectual property rights. 10.4 The...
• p.8-9 §11.1Limitation of liabilityNothing in this Agreement limits or excludes either party’s liability for: death or personal injury caused by its negligence; fraud or fraudulent...
• p.9 §11.3Limitation of liabilitySubject to clause 11.1, neither party is liable to the other, whether in contract, tort (including negligence) or otherwise, for any loss of profit,...
• p.9 §12.1InsuranceThe Supplier shall maintain with a reputable insurer, throughout the Term and for six years after it ends: (a) public liability insurance of at least...
• p.9 §12.2InsuranceThe Supplier shall give the Customer a copy of each certificate of insurance on request and shall tell the Customer promptly if any policy is...
• p.9-10 §13.1TerminationEither party may end this Agreement immediately by written notice if the other party: (a) commits a material breach that cannot be remedied; or (b)...
• p.10 §13.3TerminationThe Customer may end this Agreement without giving a reason at any time after the first anniversary of the Commencement Date by giving the Supplier...
• p.10 §13.5TerminationOn the end of this Agreement for any reason: (a) the Supplier shall return all Records to the Customer, in barcode order and at the Customer’s...
• p.10 §14.1Force majeureNeither party is in breach of this Agreement, or liable for delay in performing it, to the extent that the delay or failure results from an event...
• p.10-11 §14.2Force majeureThe affected party shall notify the other within three Business Days of the event starting, shall use all reasonable endeavours to limit its effect,...
• p.11 §15.1Data protectionRecords may contain personal data. Each party shall comply with the Data Protection Legislation. To the extent that the Supplier processes personal...
• p.11 §16.1Dispute resolutionA party that wishes to raise a dispute about this Agreement shall give the other a written notice describing it. The parties’ contract managers shall...
• p.11-12 §16.3Dispute resolutionIf the senior executives do not resolve the dispute within that period, the parties shall try to settle it by mediation with an independent mediator...
• p.12 §17.1GeneralThis Agreement and its Schedules are the entire agreement between the parties about its subject matter and replace all earlier understandings about...
• p.12 §17.3GeneralA variation is effective only if it is in writing, refers to this Agreement and is signed by an authorised signatory of each party. 17.4 A failure or...
• p.12 §17.7GeneralA notice under this Agreement must be in writing and delivered by hand or by prepaid first-class post to the address that the recipient has most...
• p.12-13 §18.1Governing law and jurisdictionThis Agreement, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or...
• p.14 Sch 1.1ChargesSchedule 1 — Charges 1. The Charges for the Services are set out in the table below. All amounts are in pounds sterling and exclude value added tax....
• p.14 Sch 1.2Charges2. The Customer shall pay a minimum monthly Charge of £3,200 for the Services, whatever the quantity of Boxes in storage. If the Charges for a...
• p.15 Sch 2.1Service LevelsSchedule 2 — Service Levels 1. The Service Levels, and the Service Credit that applies to each if it is missed in a calendar month, are set out in...
• p.15 Sch 2.2Service Levels2. A request received before 15.00 on a Business Day is treated as received that day. A request received later is treated as received on the next...
• p.16ExecutionThis Agreement has been entered into on the date stated at the beginning of it. Signed for and on behalf of Marlowe & Finch LLP: Signature | Date...