• Legal >
  • Terms >
  • Master Services Agreement - Web Development

This Master Services Agreement (“Agreement”) sets out the general terms on which Cultrix Limited (“Cultrix”, “we”, “us”) provides website and web application design and development services to the customer identified in the relevant order, quotation or statement of work (“you”, “your”).

Service-specific details - including scope, deliverables, acceptance criteria and any support or retainer arrangements - are set out in the relevant Service Schedules, which form part of this Agreement.

1. Structure of this Agreement

  1. This Agreement consists of:
    1. this Master Services Agreement - Web Development;
    2. the Service Schedules applicable to the services you purchase, which may include:
      • Schedule 1 - Web Development Projects;
      • Schedule 2 - Web Application Development;
      • Schedule 3 - Retained Development Services;
      • Schedule 4 - Deployment and Version Control.
    3. Annexes that may include:
      • Annex A - Acceptance and Testing Criteria;
      • Annex B - Intellectual Property and Licensing;
      • Annex C - Change Control Process.
    4. Any order form, online checkout confirmation, quotation or statement of work we agree with you (each an “Order”).
  2. If any part of this Agreement conflicts with another, the order of priority is:
    1. the applicable Order;
    2. the relevant Service Schedule;
    3. Annexes A-C;
    4. this Master Services Agreement.

Not every Service described in a Service Schedule will apply to you. You will only receive the Services that are included in your Order.

Hosting, infrastructure, DNS, SSL certificates, backups, monitoring, patching and other platform services are not covered by this Agreement. Where we provide those services, they are governed by our Master Services Agreement - Cloud and its associated Schedules and Annexes.

2. Definitions

In this Agreement:

“Acceptance Criteria”
The functional, design and technical criteria that a Deliverable must meet to be considered accepted, as described in Annex A or an Order.
“Application”
A custom or semi-custom web application, portal or system we develop or modify for you under this Agreement.
“Change Request”
A request to change the scope, features, timescales or assumptions of a project or service already agreed.
“Deliverables”
Websites, Applications, components, designs, documents, code and other items that we agree to produce for you.
“Project”
A defined piece of work with agreed scope, Deliverables, milestones and pricing, as set out in an Order or Statement of Work.
“Retained Development Services”
Ongoing development services where you purchase a recurring allowance of time or features (for example a monthly development retainer).
“Staging Environment”
An environment used for testing and acceptance prior to deployment to a live or production environment.
“Live Environment”
The environment used by your real users or customers in day-to-day operation.

3. Term, renewal and termination

  1. Project-based services normally run for the duration of the Project described in your Order or Statement of Work.
  2. Retained Development Services normally run on a rolling basis (for example monthly or annually) as described in your Order.
  3. Unless otherwise agreed:
    • Retained Development Services have an initial minimum term of 12 months; and
    • after the initial term, they continue on a rolling 12-month basis unless cancelled in line with this Agreement.
  4. You may cancel Retained Development Services by giving at least 90 days’ written notice, to expire at the end of the initial term or a renewal term, subject to any minimum terms and any early termination charges set out in the Order.
  5. Either party may terminate this Agreement or a particular service if the other:
    • commits a material breach and does not remedy it within 30 days of written notice; or
    • becomes insolvent or is otherwise unable to pay its debts as they fall due.
  6. On termination:
    • you must pay all outstanding charges up to the date the service ends, including any agreed early termination charges;
    • we will stop providing the affected services; and
    • we will provide a reasonable handover of in-scope Deliverables on a time-and-materials basis where not already covered by the Project.

4. Our responsibilities

  1. We will provide services with reasonable skill and care.
  2. We will work to the scope, Deliverables and timescales set out in your Order or Statement of Work, subject to reasonable dependencies on you and third parties.
  3. We will use reasonable efforts to:
    • design and develop Websites and Applications that meet the agreed requirements;
    • follow sensible coding and security practices appropriate to the technologies and budget involved;
    • communicate clearly about progress, risks and dependencies; and
    • provide documentation or notes where this is included in your Order.
  4. Unless explicitly agreed, we do not provide:
    • hosting, infrastructure, DNS, SSL or platform services (these sit under our Cloud Services terms);
    • ongoing content management or marketing services; or
    • legal, regulatory or compliance advice.

4A. Project approach and limitations

We typically deliver Projects in phases such as discovery, design, build, testing and launch. The exact approach will be described in your Order or Statement of Work.

  1. We may recommend or use:
    • version control (for example Git) to manage code and changes;
    • issue tracking tools to log tasks, bugs and changes; and
    • Staging Environments for testing before deployment to Live Environments.
  2. Estimates and timelines assume:
    • you provide feedback, approvals and content when reasonably requested; and
    • third-party services and suppliers behave as expected (for example payment gateways, APIs, upstream platforms).
  3. If assumptions change (for example significant scope changes, delays in feedback, or third-party failures), we may:
    • re-estimate effort and timescales; and
    • agree a Change Request before proceeding.

5. Your responsibilities

  1. You are responsible for:
    • appointing a main point of contact to make decisions and provide feedback;
    • providing accurate, timely information and access we reasonably need;
    • providing or approving content, imagery, branding and copy (unless we explicitly provide these);
    • reviewing and approving designs, prototypes and test versions in a timely manner; and
    • carrying out user acceptance testing (UAT) in line with Annex A.
  2. You must ensure that:
    • you have the necessary rights to use any content, branding, data or third-party materials you ask us to include; and
    • your instructions and requested features comply with applicable laws and regulations.
  3. If you do not provide feedback, content or approvals within a reasonable time, we may:
    • pause work until the dependency is resolved; and
    • revise estimated delivery dates accordingly.

6. Access, tools and environments

  1. You authorise us to access and use:
    • development, staging and, where agreed, live environments to deliver the services;
    • version control systems, project management tools and deployment tools; and
    • third-party services (for example APIs, plugins, app stores) as reasonably required.
  2. Where we deploy to environments you control (for example your own hosting or a third-party cloud provider), you are responsible for:
    • provisioning and maintaining those environments; and
    • granting and revoking access in line with your own policies.
  3. We may log or record deployment activity and other key actions for troubleshooting and audit purposes.

6A. Out of scope and additional work

The following types of work are always out of scope of standard Web Development services unless explicitly included in an Order or Statement of Work, and will usually be provided on a project or time-and-materials basis:

  • large-scale data migrations from legacy systems;
  • complex performance engineering, load testing or tuning beyond reasonable optimisation;
  • ongoing SEO, digital marketing or campaign management;
  • major redesigns or rebranding exercises after initial sign-off;
  • significant rework required due to changes in your strategy, branding or internal decisions unrelated to defects;
  • extensive support for third-party custom code we did not write; and
  • regulatory or compliance projects that go beyond sensible good practice for small and medium-sized businesses.

7. Third-Party Services

  1. Websites and Applications often rely on Third-Party Services such as:
    • payment gateways and merchant services;
    • analytics tools;
    • marketing and email platforms;
    • identity providers and authentication services; and
    • APIs or data feeds from other systems.
  2. We will implement and configure such services as agreed, but we are not responsible for:
    • the ongoing availability or performance of Third-Party Services; or
    • changes those providers make to pricing, features or APIs.
  3. If a Third-Party Service is withdrawn, changed or becomes unavailable, we will:
    • let you know where we are aware of it; and
    • work with you to identify and estimate options for alternative solutions.

8. Data protection

  1. Each party will comply with applicable data protection laws when handling personal data in connection with this Agreement.
  2. During development and testing, we recommend using anonymised or synthetic data wherever practical.
  3. If you provide real personal data for development or testing, you must:
    • ensure this is lawful; and
    • inform us of any specific restrictions or risks.
  4. Where we process personal data as your processor, our Data Processing Agreement (DPA) applies.

9. Security

  1. We will take reasonable steps to develop Websites and Applications using sensible security practices, taking into account:
    • the nature and sensitivity of the data involved;
    • the technologies and frameworks used; and
    • the budget and scope agreed with you.
  2. Unless explicitly included, we do not provide ongoing penetration testing, red teaming or security accreditation services.
  3. If security vulnerabilities are identified:
    • we will discuss the findings with you; and
    • remediation work may be delivered as additional paid work unless clearly due to our failure to follow agreed requirements or reasonable good practice.
  4. You remain responsible for:
    • how you configure hosting and infrastructure settings;
    • user and access management in your live systems; and
    • any changes made by you or third parties after deployment.

10. Charges, invoicing and payment

  1. Charges for projects and services are set out in your Order or Statement of Work.
  2. We may invoice:
    • an initial deposit or mobilisation fee before work begins;
    • stage payments linked to milestones; and/or
    • a final balance on completion of the Project or acceptance of the Deliverables.
  3. Retained Development Services are normally invoiced monthly in advance.
  4. Change Requests and out-of-scope work are normally charged on a time-and-materials basis at our then-current rates, unless we agree a fixed price.
  5. Payment terms are 30 days from the invoice date, unless your Order specifies different terms.
  6. If you dispute an invoice, you must notify us before the due date with reasonable details. Undisputed amounts must still be paid on time.
  7. If you fail to pay undisputed amounts:
    • we may charge interest on overdue sums at the statutory rate; and
    • we may pause work or suspend services under section 11.

11. Suspension

  1. We may pause or suspend work if:
    • you fail to pay undisputed amounts after reminder;
    • you do not provide required content, feedback or approvals within a reasonable time; or
    • we reasonably believe continuing work would create legal or security risks.
  2. We will act reasonably and, where practical, discuss issues with you before pausing work.
  3. We will resume work when the reason for suspension has been resolved to our reasonable satisfaction.

12. Limitation of liability

  1. We do not limit or exclude liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
  2. Otherwise:
    • we are not liable for loss of profit, revenue, anticipated savings, business interruption, loss of data (except where we have explicitly agreed to be responsible for a particular backup or export), or any indirect or consequential loss;
    • we are not liable for search engine rankings, traffic levels or marketing performance; and
    • our total liability arising from or in connection with the affected Project or service is limited to the amount paid or payable for that Project or service during the previous 12 months (or, for a fixed-price Project, the total price of that Project).

13. General

  1. Subcontracting. We may use carefully chosen subcontractors and partners (for example specialist designers or developers) to deliver the services. We remain responsible to you for their performance as it relates to this Agreement.
  2. Force majeure. Neither party is liable for delays or failures caused by events outside reasonable control, such as power failures, natural disasters, industrial action, major internet outages or failure of third-party networks and services.
  3. Variation. We may update this Agreement, the Annexes and the Service Schedules to reflect legal, security or operational changes. Material changes will be communicated with reasonable notice. If a change materially disadvantages you and you do not agree, you may discuss alternatives with us or, if no resolution is possible, give notice to end the affected service at the end of its term.
  4. Governing law. This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction in relation to it.