Master Service Agreement

This Master Service Agreement ("MSA") sets out the baseline terms under which Code‑Flux provides services to clients. It applies to all work we do for you unless a signed Statement of Work ("SOW") or written proposal states otherwise.

This MSA is designed for business‑to‑business engagements. If you are contracting as a consumer, additional statutory rights may apply and will not be excluded.

1. Parties

Trading name: Code‑Flux
Legal entity: Dominic Harding trading as ("t/a") Code‑Flux
Service address: 6th Floor - 37 Lombard Street - London - EC3V 9BQ
Email: info@code-flux.co.uk
Website: https://www.code-flux.co.uk

Client: The person or organisation purchasing services as identified in the SOW, proposal, invoice or order confirmation ("you").

2. Contract Structure & Priority

  • This MSA forms the master framework for our relationship.
  • Each project or ongoing service will be described in a SOW or proposal. Each SOW incorporates this MSA by reference.
  • If there is any conflict, the order of precedence is: (1) the SOW; (2) this MSA; (3) any policy documents explicitly incorporated by the SOW (e.g., Change of Scope Policy); (4) emails or other communications.

3. Definitions

  • Deliverables means the outputs described in the SOW (e.g., a website, SEO deliverables, automations, documentation).
  • Materials means content, copy, brand assets, data, credentials and other inputs you provide.
  • Third‑Party Services means any external tools/platforms required to deliver the services (e.g., hosting, analytics, email, AI APIs, payment processors).

4. Services & Scope

  • We will provide the services described in the SOW using reasonable skill and care, consistent with professional standards in the UK.
  • Anything not explicitly included in the SOW is out of scope and will be handled via our change control process.
  • Timeframes are estimates unless the SOW explicitly states they are fixed.

5. Change Control (Scope Creep Protection)

  • Requests that change the scope, timeline or assumptions must be agreed in writing before we begin the additional work.
  • We may provide a written change quote, updated SOW or revised schedule.
  • We are not obliged to start change requests until additional fees (if any) are agreed and, where applicable, paid.

See our Change of Scope Policy for the operational workflow.

6. Fees, Invoicing & Payment

  • Fees and payment schedule are set out in the SOW and/or invoice.
  • Unless stated otherwise, invoices are due within 7 days.
  • All fees are exclusive of VAT (unless we explicitly state VAT applies).
  • We may require upfront payments, deposits, or milestone payments before commencing work.
  • Late payment is a material breach. We may charge statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and/or suspend services until payment is received.

7. Third‑Party Services, Licences & Costs

  • Some deliverables depend on Third‑Party Services. You remain responsible for third‑party fees unless the SOW explicitly includes them.
  • Third‑party outages, API changes, pricing changes and platform restrictions are outside our control.
  • Where we set up accounts or subscriptions on your behalf, you agree to comply with the third‑party terms and keep accounts in good standing.

8. Client Responsibilities

  • Provide accurate Materials, access and approvals in a timely manner.
  • Ensure you have the rights to use any Materials you provide (including images, fonts, copy and customer data).
  • Maintain backups of your business data where appropriate and confirm key business requirements (e.g., legal wording, regulated claims, disclaimers).
  • Review deliverables promptly. If we do not receive feedback within a reasonable time, we may treat deliverables as accepted.

9. Delivery, Acceptance & Revisions

  • Unless the SOW says otherwise, we provide reasonable revisions to align deliverables to the agreed scope. Iterations beyond reasonable revisions may be chargeable.
  • Acceptance occurs when you confirm approval in writing, deploy/use the deliverable, or fail to object within the review window specified in the SOW (or 7 days if not specified).

10. Intellectual Property

  • Your Materials: You retain ownership of your Materials. You grant us a licence to use them to perform the services.
  • Our Background IP: We retain ownership of our pre‑existing materials, templates, frameworks, automations, code libraries, methodologies and know‑how.
  • Deliverables: On full payment, we grant you a non‑exclusive, perpetual licence to use the final Deliverables for your business purposes. Unless the SOW states otherwise, transfer of full ownership is not automatic where Deliverables include our Background IP.
  • Portfolio: Unless you opt out in writing, you grant us permission to display non‑confidential aspects of the work (e.g., screenshots, public URLs) in our portfolio.

11. Confidentiality

  • Each party must keep the other party’s confidential information confidential and use it only to perform obligations under the contract.
  • Confidential information does not include information that becomes public through no breach, or was lawfully known before disclosure.

12. Data Protection

  • Where we process personal data on your behalf, the Data Processing Addendum applies.
  • Where we act as a data controller for our own business operations (e.g., enquiries, billing), our Privacy Policy applies.

13. Marketing, SEO & Performance Disclaimers

  • We do not guarantee specific rankings, traffic, conversions or revenue. Outcomes depend on factors outside our control (competition, algorithm updates, your sales process, market conditions, etc.).
  • Any forecasts or projections are estimates only, not promises.

14. Warranties

  • We warrant that we will perform the services with reasonable skill and care.
  • Except as expressly stated, all warranties are excluded to the extent permitted by law.

15. Limitation of Liability

Nothing in this MSA limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot legally be limited.

  • We are not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, or loss/corruption of data (except where caused by our wilful misconduct).
  • Our total aggregate liability arising out of or in connection with the services is limited to the total fees you paid to us under the relevant SOW in the 3 months immediately preceding the event giving rise to the claim (or, for fixed‑fee projects, the total fees paid under that SOW), unless the SOW states a different cap.

16. Term & Termination

  • This MSA remains in effect while any SOW is active.
  • Either party may terminate a monthly retainer SOW by giving 30 days’ written notice.
  • Either party may terminate immediately if the other party materially breaches and (where capable of remedy) fails to remedy within 14 days of written notice.
  • We may suspend or terminate immediately for non‑payment, abusive behaviour, illegal requests, or repeated violations of our Acceptable Use Policy.

17. Consequences of Termination

  • All outstanding invoices become immediately due.
  • No refunds are provided for work already performed, reserved capacity, or committed third‑party costs.
  • On request (and subject to payment), we will provide reasonable assistance to transition deliverables or access back to you.

18. Non‑Solicitation

During the term and for 6 months after termination, you agree not to solicit or hire our contractors or employees involved in delivering services to you, except where agreed in writing.

19. Force Majeure

Neither party is liable for delay or failure to perform due to events outside reasonable control (e.g., outages, acts of God, war, strikes, government restrictions). We will use reasonable efforts to resume performance.

20. Notices

Notices must be in writing and sent to info@code-flux.co.uk (or another address notified in writing). Notices are deemed received when acknowledged or, if emailed, on the next business day.

21. General

  • Relationship: We are independent contractors. Nothing creates a partnership, employment, or agency relationship.
  • Assignment: You may not assign the agreement without our written consent.
  • Severability: If a clause is unenforceable, the remainder continues in effect.
  • Entire Agreement: This MSA and the SOW constitute the entire agreement.

22. Governing Law & Jurisdiction

This MSA and all disputes are governed by the laws of England & Wales. The courts of England & Wales have exclusive jurisdiction.

Acceptance: By signing a SOW/proposal, confirming acceptance by email, or paying an invoice that references this MSA, you agree to be bound by it.

Last updated: 11 January 2026.